-----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, I6Q9WB2eBCIPql6iE9hHZS6/Uq0zF58VtvMTLkMzDXb02W/omkIxfZl/T/CZtm17 PDhvdB0N9Uhh7w+U9WxPsg== 0001005477-99-001085.txt : 19990311 0001005477-99-001085.hdr.sgml : 19990311 ACCESSION NUMBER: 0001005477-99-001085 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19990310 GROUP MEMBERS: BETTY LOU BARRY GROUP MEMBERS: CMCO INC GROUP MEMBERS: CMCO, INC. GROUP MEMBERS: CMNY CAPITAL, L.P. GROUP MEMBERS: ELAINE B. HEUMAN GROUP MEMBERS: ELLIOT L. BERGER GROUP MEMBERS: ERICH K. VETTER GROUP MEMBERS: FRANCES M. SEMEL, AS CUSTODIAN GROUP MEMBERS: HERBERT BARRY GROUP MEMBERS: HY L. BROWNSTEIN GROUP MEMBERS: JUDITH R. BROWNSTEIN GROUP MEMBERS: LEE B. CANTOR GROUP MEMBERS: MELISSA H. CANTOR GROUP MEMBERS: NEIL S. SKLAR GROUP MEMBERS: RFE ASSOCIATES VI SBIC, LLC GROUP MEMBERS: RFE ASSOCIATES VI, LLC GROUP MEMBERS: RFE INVESTMENT PARTNERS VI, L.P. GROUP MEMBERS: RFE VI SBIC, L.P. GROUP MEMBERS: ROBERT DAVIDOFF GROUP MEMBERS: ROBERT K. SEMEL GROUP MEMBERS: STERLING/CARL MARKS CAPITAL, INC. GROUP MEMBERS: UNIFLEX ACQUISITION CORP. GROUP MEMBERS: WARNER J. HEUMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIFLEX INC CENTRAL INDEX KEY: 0000100740 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, FOIL & COATED PAPER BAGS [2673] IRS NUMBER: 112008652 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-32185 FILM NUMBER: 99561220 BUSINESS ADDRESS: STREET 1: 383 W JOHN ST CITY: HICKSVILLE STATE: NY ZIP: 11802 BUSINESS PHONE: 5169977300 MAIL ADDRESS: STREET 1: 383 WEST JOHN STREET CITY: HICKSVILLE STATE: NY ZIP: 11802 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CMCO INC CENTRAL INDEX KEY: 0000904994 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133146265 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 135 EAST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129098400 MAIL ADDRESS: STREET 1: 135 EAST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: CMCO INC ET AL DATE OF NAME CHANGE: 19950308 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Uniflex, Inc. -------------------- (Name of Issuer) Common Stock, $0.10 par value per share ------------ (Title of Class of Securities) 904711108 ----------------------- (CUSIP Number) Uniflex Acquisition Corp. c/o RFE Investment Partners 36 Grove Street New Canaan, CT 06840 Attention: James A. Parsons, President with copies to: Charles J. Downey III, Esq. Thomas More Griffin, Esq. David Allan Miller, Esq. Finn Dixon & Herling LLP Battle Fowler LLP Graubard Mollen One Landmark Square 75 East 55th Street & Miller Stamford, CT 06901 New York, NY 10022 600 Third Avenue (203) 325-5000 (212) 856-7000 New York, NY 10016 (212) 818-8881 ---------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 5, 1999 ---------------------------------------- (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(3), 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(b) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes 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). Page 2 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Uniflex Acquisition Corp. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 2,163,878 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 0 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,163,878 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 3 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RFE VI SBIC, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 2,163,878 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 0 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,163,878 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- Page 4 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RFE Associates VI SBIC, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 2,163,878 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 0 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,163,878 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO-LLC - -------------------------------------------------------------------------------- Page 5 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RFE Investment Partners VI, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 2,163,878 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 0 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,163,878 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- Page 6 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RFE Associates VI, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 2,163,878 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 0 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,163,878 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO-LLC - -------------------------------------------------------------------------------- Page 7 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CMCO, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 54,912 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 54,912 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,912 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 8 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sterling/Carl Marks Capital, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 0 PERSON -------------------------------------------------------------- WITH 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) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 9 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CMNY Capital, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 242,300 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 242,300 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 242,300 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- Page 10 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert Davidoff - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 2,946 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 2,946 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,946 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X| Excludes 54,912 shares held by CMCO and 242,300 shares held by CMNY. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 11 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert K. Semel - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 433,800 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 433,800 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 433,800 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X| Excludes 300 shares held by Frances M. Semel, Robert K. Semel's wife, as custodian for her son. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 12 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frances M. Semel, as custodian for Scott V. Eckstein - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 300 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 300 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X| Excludes 433,800 shares owned by Robert K. Semel, Frances M. Semel's husband. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 13 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Herbert Barry - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 435,576 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 435,576 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 435,576 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X| Excludes 34,914 shares owned by Betty Lou Barry, Herbert Barry's wife. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 14 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Betty Lou Barry - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 34,914 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 34,914 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,914 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X| Excludes 435,576 shares owned by Herbert Barry, Betty Lou Barry's husband. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 15 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warner J. Heuman - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 326,420 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 326,420 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,420 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X| Excludes 129,100 shares owned by Elaine B. Heuman, Warner J. Heuman's wife. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 16 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Elaine B. Heuman - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 129,100 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 129,100 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,100 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X| Excludes 266,420 shares and currently exercisable options to purchase 60,000 shares owned by Warner J. Heuman, Elaine B. Heuman's husband. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 17 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Erich K. Vetter - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 288,999 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 288,999 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 288,999 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 18 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Elliot L. Berger - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 87,300 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 87,300 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 87,300 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 19 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lee B. Cantor - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 62,704 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 17,101 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 45,603 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,704 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X| Excludes 11,797 shares owned by Melissa H. Cantor, Lee B. Cantor's wife. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 20 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Melissa H. Cantor - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 57,400 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 11,797 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 45,603 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,400 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X| Excludes 17,101 shares owned by Lee B. Cantor, Melissa H. Cantor's husband. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 21 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hy L. Brownstein - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 22,710 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 4,875 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 17,835 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,710 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 22 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Judith R. Brownstein - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 17,835 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 0 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 17,835 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,835 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X| Excludes 4,875 shares owned by Hy L. Brownstein, Judith R. Brownstein's husband. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 23 of 51 Pages CUSIP NO. 904711108 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Neil S. Sklar - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)|_| (B)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 30,100 PERSON -------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 30,100 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,100 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 24 of 51 Pages Statement on Schedule 13D This Statement on Schedule 13D (this "Schedule 13D") relates to the beneficial ownership of the common stock, par value $0.10 per share (the "Common Stock"), of Uniflex, Inc., a Delaware corporation (the "Company"). CMCO, Inc., a Delaware corporation ("CMCO"), CMNY Capital, L.P., a Delaware limited partnership ("CMNY"), and Robert Davidoff previously filed as a group, a statement on Schedule 13D dated November 18, 1998, as amended by Amendment No. 1 dated February 16, 1999, relating to the Common Stock. The items in such statement are hereby superseded as set forth in this Schedule 13D. This Schedule 13D is being filed on behalf of the Reporting Persons (as defined below). ITEM 1. SECURITY AND COMPANY. The class of equity securities to which this statement relates is the Common Stock issued by the Company, which has its principal executive office at 383 West John Street, Hicksville, New York 11802. ITEM 2. IDENTITY AND BACKGROUND. (a) and (c) This statement on Schedule 13D is being filed on behalf of each of the following (collectively, the "Reporting Persons" and individually a "Reporting Person"): (i) Uniflex Acquisition Corp., a Delaware corporation ("Acquisition"); (ii) RFE VI SBIC, L.P., a Delaware limited partnership ("RFE VI SBIC"); (iii) RFE Associates VI SBIC, LLC, a Delaware limited liability company ("RFE Associates VI SBIC"); (iv) RFE Investment Partners VI, L.P., a Delaware limited partnership ("RFE Investment Partners"); (v) RFE Associates VI, LLC, a Delaware limited liability company ("RFE Associates VI"); (vi) CMCO; (vii) Sterling/Carl Marks Capital, Inc., a New York corporation ("Sterling/Carl Marks"); (viii) CMNY; Page 25 of 51 Pages (ix) Robert Davidoff; (x) Robert K. Semel; (xi) Frances M. Semel, as custodian for Scott V. Eckstein; (xii) Herbert Barry; (xiii) Betty Lou Barry; (xiv) Warner J. Heuman; (xv) Elaine B. Heuman; (xvi) Erich K. Vetter; (xvii) Elliot L. Berger; (xviii) Lee B. Cantor; (xix) Melissa H. Cantor; (xx) Hy L. Brownstein; (xxi) Judith R. Brownstein; and (xxii) Neil S. Sklar. As used in this Schedule 13D, the term "Stockholders" includes every Reporting Person other than Acquisition, RFE VI SBIC, RFE Associates VI SBIC, RFE Investment Partners and RFE Associates VI. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act. The Agreement among the Reporting Persons to file as a group is attached hereto as Exhibit 1. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of all shares of Common Stock other than any shares reported herein as being owned by it, him or her, as the case may be. Each of the Reporting Persons states that it, he or she, as the case may be, is included in this filing solely for the purpose of presenting information with respect to the beneficial ownership of the shares of Common Stock and disclaims any knowledge, except as hereinafter expressly set forth, as to any statements made herein on behalf of any other Reporting Person. Each Reporting Page 26 of 51 Pages Person is signing this statement only as to information with respect to, or furnished by, such Reporting Person, and makes no representation as to information furnished by any other Reporting Person. (A) Acquisition, RFE VI SBIC, RFE Associates VI SBIC, RFE Investment Partners, and RFE Associates VI: Acquisition is a corporation formed solely for the purpose of consummating the transactions contemplated by the Merger Agreement (as defined below). All of the interests in Acquisition are owned by RFE VI SBIC. RFE VI SBIC is a private investment partnership. RFE Associates VI SBIC is the sole general partner of RFE VI SBIC. RFE Investment Partners is the sole member of RFE Associates VI SBIC. RFE Associates VI is the sole general partner of RFE Investment Partners. The following persons are executive officers or directors of Acquisition, and are employed in the following principal occupations: Name Principal Occupation ---- -------------------- James A. Parsons Managing Member of RFE (President and Secretary of Acquisition) Associates VI; Managing Member/General Partner of other private investment partnerships which have been organized by the individuals identified below in this sub-section (A). A. Dean Davis Managing Member of RFE (Vice President of Acquisition) Associates VI; Managing Member/General Partner of other private investment partnerships which have been organized by the individuals identified below in this sub-section (A). The following persons are managing members of RFE Associates VI. The principal occupation of each such individual is serving as Managing Member of RFE Associates VI and as General Partner/Managing Member of other private investment partnerships which have been organized by such individuals: A. Dean Davis Michael J. Foster Page 27 of 51 Pages Howard C. Landis James A. Parsons Andrew J. Wagner Robert M. Williams (B) CMCO, Sterling/Carl Marks, CMNY and Robert Davidoff: The principal business of CMCO is to invest in various business entities. The principal business of Sterling/Carl Marks is to invest in various business entities. CMNY is a small business investment partnership licensed by the U.S. Small Business Administration. CMNY is in the process of being liquidated by the U.S. Small Business Administration. The business of CMNY was to invest in small businesses. The following persons are executive officers or directors of CMCO, and are employed in the following principal occupations: Name Principal Occupation ---- -------------------- Edwin S. Marks President, Director of CMCO Mark L. Claster Vice President, Assistant Secretary of CMCO Andrew M. Boas Vice President of CMCO Robert Davidoff Vice President of CMCO David F. Shnitkin Controller, Secretary of CMCO Nancy A. Marks Director of CMCO and Private Investor Marjorie M. Boas Director of CMCO and Private Investor The following persons are executive officers or directors of Sterling/Carl Marks, and are employed in the following principal occupations: - -------------------------------------------------------------------------------- Name Title Principal Occupation - ---- ----- -------------------- - -------------------------------------------------------------------------------- Harvey Granat President, Director President of Sterling/Carl Marks Capital, Inc. - -------------------------------------------------------------------------------- Howard Davidoff Director Vice President, CMNY Capital II, L.P. - -------------------------------------------------------------------------------- Harvey Rosenblatt Executive Vice President Executive Vice President of Director Sterling/Carl Marks Capital, Inc. - -------------------------------------------------------------------------------- Page 28 of 51 Pages - -------------------------------------------------------------------------------- Robert G. Davidoff Director Vice President of CMCO - -------------------------------------------------------------------------------- Arthur Friedman Secretary Secretary of Sterling Equities, Inc. - -------------------------------------------------------------------------------- Michael Katz Assistant Secretary, Chief Financial Officer of Assistant Treasury, Sterling Equities, Inc. Director - -------------------------------------------------------------------------------- George Fishman Director Private Investor - -------------------------------------------------------------------------------- Saul B. Katz Director President, Sterling Equities, Inc. - -------------------------------------------------------------------------------- Marvin B. Tepper Director Senior Vice President, Sterling Equities, Inc. - -------------------------------------------------------------------------------- Mark L. Claster Director Vice President, Assistant Secretary of CMCO - -------------------------------------------------------------------------------- The following persons are general partners of CMNY, and are employed in the following principal occupations: Name Principal Occupation ---- -------------------- Robert Davidoff Vice President of CMCO; General Partner of CMNY Edwin S. Marks President and Director of CMCO; General Partner of CMNY (b) The business address for each of Acquisition, RFE VI SBIC, RFE Associates VI SBIC, RFE Investment Partners, RFE Associates VI, James A. Parsons, A. Dean Davis, Michael J. Foster, Howard C. Landis, Andrew J. Wagner and Robert M. Williams is 36 Grove Street, New Canaan, Connecticut 06840. The business address for each of CMCO, CMNY, Robert Davidoff, Edwin S. Marks, Mark L. Claster, Andrew M. Boas, David F. Shnitkin, Nancy A. Marks, and Marjorie M. Boas is 135 East 57th Street, New York, New York 10022. The business address for each of Sterling/Carl Marks and Messrs. Granat, Rosenblatt, Friedman, Michael Katz, Saul Katz, and Tepper is c/o Sterling Equities, Inc., 100 Great Neck Road, Great Neck, NY 11021. The business address for Mr. Fishman is 35 Frost Creek Drive, Locust Valley, NY 11560. The business address for each of the other Reporting Persons is c/o the Company, 383 West John Street, Hicksville, New York 11802. Page 29 of 51 Pages (d) No Reporting Person or other person listed in Item 2 of this Schedule 13D has been convicted during the last five years in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person or other person listed in Item 2 of this Schedule 13D has been during the last five years a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or has been subject to any civil 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 in respect to such laws. (f) Acquisition, RFE VI SBIC, RFE Associates VI SBIC, RFE Investment Partners, RFE Associates VI, CMCO and CMNY are organized under the laws of Delaware. Sterling/Carl Marks is organized under the laws of New York. All natural persons listed in Item 2 of this Schedule 13D are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Acquisition may be deemed to have acquired beneficial ownership of 2,163,878 shares of the Common Stock by virtue of the Voting Agreements (as defined and described in Item 6), representing approximately 50.3% of the issued and outstanding shares of Common Stock. Acquisition requested that the Stockholders, all of which are present stockholders of the Company (except Sterling/Carl Marks, which is not presently a stockholder of the Company but which is party to the Sterling/Carl Marks Commitment Letter described below) enter into the Voting Agreements as a condition to Acquisition's willingness to enter into the Merger Agreement (as defined and described in Item 4). The Voting Agreements will also apply to shares of Common Stock that may be acquired after the date thereof by such Stockholders. No additional consideration was given in exchange for the Voting Agreements. The following description of shares of Common Stock acquired and held by the indicated persons is expressed in terms of currently outstanding shares and, in certain cases, includes the effect of stock dividends declared and paid subsequent to the date of acquisition. CMCO currently owns 54,912 shares of Common Stock. CMCO acquired these shares on February 28, 1982 and paid $29,193 for the shares. Funds for the purchase of these shares of Common Stock were provided from working capital of CMCO. Robert Davidoff currently owns 2,946 shares of Common Stock. He acquired these shares on February 28, 1982 and paid $1,566 for these shares. Funds for the purchase of the shares were provided by personal investment funds of Mr. Davidoff. CMNY currently owns 242,300 shares of Common Stock. CMNY acquired these shares on August 7, 1978 and paid $57,481 for these shares. Funds for the purchase of these shares of Common Stock were provided from working capital of CMNY. Except for Robert Davidoff as described above, Item 3 does not apply to the officers and directors of CMCO or the Partners of CMNY. Robert K. Semel currently owns 433,800 shares of Common Stock which were acquired as follows: 270,000 shares were purchased from the Company for an aggregate purchase price of approximately $202,500, of which $198,000 was provided by a loan from the Company and the balance came from personal funds; 141,000 shares were purchased from the Company upon the exercise of stock options with personal funds for an aggregate purchase price of approximately Page 30 of 51 Pages $75,180; 22,650 shares were issued to Mr. Semel by the Company as bonus compensation; and 150 shares were purchased in market transactions with personal funds for an aggregate purchase price of approximately $600. Frances M. Semel, as custodian for Scott V. Eckstein, holds 300 shares of Common Stock, which were purchased in market transactions with personal funds for an aggregate purchase price of approximately $1,100. Herbert Barry owns 435,576 shares of Common Stock which were acquired as follows: 113,946 shares were purchased in market transactions with personal funds for an aggregate purchase price of approximately $102,551; 177,630 shares were purchased from family members with personal funds for an aggregate purchase price of approximately $96,000; 7,500 shares were issued to Mr. Barry by the Company as bonus compensation; and 136,500 shares were purchased from the Company upon the exercise of stock options with personal funds for an aggregate purchase price of approximately $56,725. Betty Lou Barry owns 34,914 shares of Common Stock which were acquired as follows: 34,764 shares were acquired by gift from her spouse and a family member; and 150 shares were purchased in market transactions with personal funds for an aggregate purchase price of approximately $600. Warner J. Heuman owns 266,420 shares of Common Stock (exclusive of 60,000 shares of Common Stock subject to currently exercisable stock options) which were issued to him as a founder of the Company upon its initial capitalization. Elaine B. Heuman owns 129,100 shares of Common Stock which were acquired by gift from her spouse. Erich K. Vetter owns 288,999 shares of Common Stock which were acquired as follows: Mr. Vetter was a founder of the Company and 226,000 shares were acquired from the Company upon its initial capitalization; 60,000 shares were purchased from the Company upon the exercise of stock options with personal funds for an aggregate purchase price of approximately $41,202; and 2,999 shares were purchased in market transactions with personal funds for an aggregate purchase price of approximately $9,700. Elliot L. Berger owns 87,300 shares of Common Stock which were acquired as follows: 50,000 shares were issued to Mr. Berger by the Company in connection with a business acquisition by the Company; 36,750 shares were purchased in market transactions with personal funds for an aggregate purchase price of approximately $174,287; and 550 shares were issued to Mr. Berger by the Company as bonus compensation. Page 31 of 51 Pages Lee B. Cantor owns individually 17,101 shares of Common Stock which were acquired as follows: 4,901 shares were purchased in market transactions with personal funds for an aggregate consideration of approximately $19,604; 9,300 shares were purchased from the Company upon the exercise of stock options with personal funds for an aggregate purchase price of approximately $27,900; and 2,900 shares were issued to Mr. Cantor by the Company as bonus compensation. Melissa H. Cantor owns individually 11,797 shares of Common Stock which were acquired as follows: 6,951 shares were purchased in market transactions with personal funds for an aggregate consideration of approximately $10,426; 2,250 shares were purchased from the Company upon the exercise of stock options with personal funds for an aggregate purchase price of approximately $9,000; and 2,596 shares were acquired by gift from a family member. Lee B. Cantor and Melissa H. Cantor own jointly 45,603 shares of Common Stock which were purchased in market transactions with personal funds for an aggregate purchase price of approximately $228,015. Hy L. Brownstein owns individually 4,875 shares of Common Stock issued to him by the Company as bonus compensation and Hy L. Brownstein and Judith R. Brownstein own jointly 17,835 shares of Common Stock which were purchased in market transactions with personal funds for an aggregate purchase price of approximately $62,014. Neil S. Sklar owns 30,100 shares of Common Stock which were acquired as follows: 27,100 shares were issued to Mr. Sklar by the Company in connection with a business acquisition by the Company; and 3,000 shares were purchased in market transactions with personal funds for an aggregate purchase price of approximately $21,000. ITEM 4. PURPOSE OF TRANSACTION. On March 5, 1999, Acquisition entered into an Agreement and Plan of Merger and Recapitalization (the "Merger Agreement") with the Company. Subject to the satisfaction or waiver of certain terms and conditions of the Merger Agreement, Acquisition will merge (the "Merger") with and into the Company and, as a result of the Merger, RFE VI SBIC, the sole stockholder of Acquisition, will own approximately 49% of the issued and outstanding shares of Surviving Corporation Common Stock (as defined in the Merger Agreement). In connection with the Merger Agreement, Acquisition entered into the Voting Agreements with the Stockholders who, collectively, own approximately 50.3% of the issued and outstanding shares of Common Stock. In addition, as described under Item 6, Sterling/Carl Marks has delivered a letter to the Company indicating its commitment to purchase additional shares of Common Stock immediately prior to the consummation of the Merger. However, because Sterling/Carl Marks will have acquired such shares immediately prior to the Merger, it is unlikely that such shares will be eligible to vote upon the Page 32 of 51 Pages approval of the Merger. The purpose of the Voting Agreements and the transactions contemplated thereby is to facilitate approval of the Merger. At the Effective Time (as defined in the Merger Agreement), Acquisition will be merged with and into the Company, with the Company continuing as the Surviving Corporation (as defined in the Merger Agreement) and the directors identified in the Merger Agreement serving as the initial directors of the Surviving Corporation. At the Effective Time (as defined in the Merger Agreement), each share of Common Stock held by the Company's stockholders (other than Treasury Securities and Dissenting Shares (each as defined in the Merger Agreement) and other than Retained Shares (as defined in the Merger Agreement), which Retained Shares will represent approximately 51% of the total outstanding shares of Surviving Corporation Common Stock) will be converted into the right to receive $7.57 in cash. Except as otherwise agreed to in writing between the Company and the holder of any Option (as defined in the Merger Agreement), and as consented to by Acquisition, immediately prior to the Effective Time (as defined in the Merger Agreement), each outstanding Option granted under the Stock Option Plans (as defined in the Merger Agreement) or otherwise, whether or not then exercisable, shall be canceled by the Company, and at the Effective Time, or as soon as practicable thereafter, the former holder thereof shall be entitled to receive from the Company in consideration for such cancellation an amount in cash equal to the product of (i) the number of vested shares of Common Stock previously subject to such Option and (ii) the excess, if any, of $7.57 over the exercise price per share, if any, previously subject to such Option, reduced by the amount of withholding or other taxes required by law to be withheld. Upon the consummation of the Merger, the issued and outstanding shares of Acquisition will be converted into approximately 49.0% of the total outstanding shares of Surviving Corporation Common Stock. It is anticipated that the transactions contemplated in the Merger Agreement will result in the Common Stock ceasing to be quoted on the American Stock Exchange and becoming eligible for termination of registration pursuant to the Act. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the text of such agreement, which is filed as an exhibit to this Schedule 13D and is incorporated by reference herein. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. Page 33 of 51 Pages (a) Acquisition: Pursuant to the proxy granted in the Voting Agreements, Acquisition has the shared power to vote, or to direct the vote of, an aggregate of 2,163,878 shares of Common Stock held by the Stockholders, representing approximately 50.3% of the outstanding shares of Common Stock (calculated on the basis of the 4,300,352 shares outstanding, as provided by the Company to the Reporting Persons). Acquisition does not own of record any shares of Common Stock. RFE VI SBIC: By virtue of its position as sole stockholder of Acquisition, RFE VI SBIC may be deemed to have the power to vote, or the power to direct the vote of, all of the shares of Common Stock which Acquisition has the power to vote, or of which Acquisition has the power to direct the vote. RFE VI SBIC does not own of record any shares of Common Stock. RFE Associates VI SBIC: By virtue of its position as general partner of RFE VI SBIC, RFE Associates VI SBIC may be deemed to have the power to vote, or the power to direct the vote of, all of the shares of Common Stock which Acquisition has the power to vote, or of which Acquisition has the power to direct the vote. RFE Associates VI SBIC does not own of record any shares of Common Stock. RFE Investment Partners: By virtue of its position as sole member of RFE Associates VI SBIC, RFE Investment Partners may be deemed to have the power to vote, or the power to direct the vote of, all of the shares of Common Stock which Acquisition has the power to vote, or of which Acquisition has the power to direct the vote. RFE Investment Partners does not own of record any shares of Common Stock. RFE Associates VI: By virtue of its position as general partner of RFE Investment Partners, RFE Associates VI may be deemed to have the power to vote, or the power to direct the vote of, all of the shares of Common Stock which Acquisition has the power to vote, or of which Acquisition has the power to direct the vote. RFE Associates VI does not own of record any shares of Common Stock. Each of the individuals identified in Item 2 as managing members of RFE Associates VI, by virtue of his or her position as a managing member of RFE Associates VI, may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the shares of Common Stock beneficially owned by certain of the Reporting Persons. Each such individual disclaims beneficial ownership of all shares of Common Stock. No such individual owns of record any shares of Common Stock. Page 34 of 51 Pages Other Reporting Persons: The table below sets forth the aggregate number and percentage of the outstanding shares of Common Stock owned beneficially by the following Reporting Persons: Percentage of Number of Outstanding Name Common Shares Common Shares(1) - ---- ------------- ---------------- CMCO 54,912 1.3% Sterling/Carl Marks 0 0.0% CMNY 242,300 5.6% Robert Davidoff 2,946 (2) 0.1% Robert K. Semel 433,800 (3) 10.1% Frances M. Semel, as custodian for Scott V. Eckstein 300 (4) 0.0% Herbert Barry 435,576 (5) 10.1% Betty Lou Barry 34,914 (6) 0.8% Warner J. Heuman 326,420 (7) 7.6% Elaine B. Heuman 129,100 (8) 3.0% Erich K. Vetter 288,999 6.7% Elliot L. Berger 87,300 2.0% Lee B. Cantor 62,704 (9) 1.5% Melissa H. Cantor 57,400(10) 1.3% Hy L. Brownstein 22,710(11) 0.5% Judith R. Brownstein 17,835(12) 0.4% Neil S. Sklar 30,100 0.7% (1) Calculated on the basis of 4,300,352 shares outstanding, as provided by the Company to the Reporting Persons. (2) Does not include 54,912 shares of Common Stock owned of record by CMCO, and 242,300 shares of Common Stock owned by CMNY, as to which shares of Common Stock Robert Davidoff disclaims beneficial ownership. (3) Does not include 300 shares of Common Stock held by Frances M. Semel, Robert K. Semel's wife, as custodian for her son, as to which shares of Common Stock Robert K. Semel disclaims beneficial ownership. Page 35 of 51 Pages (4) Does not include 433,800 shares of Common Stock owned by Robert K. Semel, Frances M. Semel's husband, as to which shares of Common Stock Frances M. Semel disclaims beneficial ownership. (5) Does not include 34,914 shares of Common Stock owned by Betty Lou Barry, Herbert Barry's wife, as to which shares of Common Stock Herbert Barry disclaims beneficial ownership. (6) Does not include 435,576 shares of Common Stock owned by Herbert Barry, Betty Lou Barry's husband, as to which shares of Common Stock Betty Lou Barry disclaims beneficial ownership. (7) Includes 60,000 shares of Common Stock subject to currently exercisable options; does not include 129,100 shares of Common Stock owned by Elaine B. Heuman, Warner J. Heuman's wife as to which shares of Common Stock Warner J. Heuman disclaims beneficial ownership. (8) Does not include 266,420 shares of Common Stock owned by Warner J. Heuman, Elaine B. Heuman's husband, and currently exercisable options to purchase 60,000 shares of Common Stock owned by Warner J. Heuman, as to which shares of Common Stock and options Elaine B. Heuman disclaims beneficial ownership. (9) Includes 45,603 shares of Common Stock owned jointly with Melissa H. Cantor, Lee B. Cantor's wife; excludes 11,797 shares of Common Stock individually owned by Melissa H. Cantor, as to which shares of Common Stock Lee B. Cantor disclaims beneficial ownership. (10) Includes 45,603 shares of Common Stock owned jointly with Lee B. Cantor, Melissa H. Cantor's husband; excludes 17,101 shares of Common Stock individually owned by Lee B. Cantor, as to which shares of Common Stock Melissa H. Cantor disclaims beneficial ownership. (11) Includes 17,835 shares of Common Stock owned jointly with Judith R. Brownstein, Hy L. Brownstein's wife. (12) Consists of 17,835 shares of Common Stock owned jointly with Hy L. Brownstein, Judith R. Brownstein's husband; excludes 4,875 shares of Common Stock individually owned by Hy L. Brownstein, as to which shares of Common Stock Judith R. Brownstein disclaims beneficial ownership. Page 36 of 51 Pages (c) Except as described in this statement, none of the entities or persons named in Item 2 has effected any transaction in the Company's securities in the past 60 days. The responses set forth in Item 4 are incorporated herein. (d) Each of RFE VI SBIC, RFE Associates VI SBIC, RFE Investment Partners, and RFE Associates VI and James A. Parsons disclaims the power to vote, or the power to direct the vote of, the shares of Common Stock which Acquisition has the shared power to vote, or of which Acquisition has the shared power to direct the vote. The Stockholders, based on their respective percentage ownership of the Common Stock, have the right to receive, or the power to direct the receipt of, dividends from or the proceeds from any sale of the Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. The responses set forth in Item 4 and Item 5 are incorporated herein. Pursuant to Voting Agreements, dated as of March 5, 1999, by and between Acquisition and the Stockholders (the "Voting Agreements"), each Stockholder has agreed (and the Voting Agreements include irrevocable proxy provisions for the benefit of Acquisition with respect to the shares of Common Stock owned by each Stockholder), to vote (or cause to be voted) the Shares (as defined in the Voting Agreements) owned by such Stockholder (i) in favor of the Merger and adoption of the Merger Agreement, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and in favor of each of the other actions contemplated by the Merger Agreement and the Voting Agreements and any actions required in furtherance thereof, provided that no Stockholder shall be required to vote to approve the Merger if any amendment to the Merger Agreement (x) decreases the amount of Merger Consideration or (y) materially adversely affects the Stockholder's interests in the Merger, unless such Stockholder agrees to such amendment to the Merger Agreement; (ii) against any action or agreement that would (or would be reasonably likely to) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or the Voting Agreements; and (iii) except as specifically requested in writing by Acquisition in advance, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (2) a sale, lease or transfer (whether by merger, consolidation, operation of law or otherwise) of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (3) (a) any change in the majority of the board of directors Page 37 of 51 Pages of the Company; (b) any change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws; (c) any other material change in the Company's corporate structure or business; or (d) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or the Voting Agreements. In addition, each Stockholder agreed not to enter into any agreement or understanding with any person or entity in any manner inconsistent with clauses (i), (ii) or (iii) of the preceding sentence. Each Stockholder has also agreed, until the termination of the Voting Agreements, among other things, not to: (i) except pursuant to the terms of the Merger Agreement and to Acquisition pursuant to the Voting Agreements, offer for sale, sell, transfer (whether by merger, consolidation, operation of law or otherwise), tender, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer (whether by merger, consolidation, operation of law or otherwise), tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of such Stockholder's Shares or any interest therein, (ii) except as contemplated by the Voting Agreements, grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained in the Voting Agreements untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations under the Voting Agreement. The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the text of each such agreement, which are filed as exhibits to this Schedule 13D and are incorporated by reference herein. Pursuant to a letter agreement, dated February 12, 1999, from Sterling/Carl Marks to the Company (the "Sterling/Carl Marks Commitment Letter"), Sterling/Carl Marks has committed to provide the Company with an aggregate of up to $750,000 of financing to ensure, subject to the terms and conditions set forth in the Sterling/Carl Marks Commitment Letter and in the Merger Agreement, the performance of Acquisition's obligations under the Merger Agreement. The foregoing description of the Sterling/Carl Marks Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the text of the Sterling/Carl Marks Commitment Letter, which is filed as an exhibit to this Schedule 13D and is incorporated by reference herein. Pursuant to a letter agreement, dated March 5, 1999, from RFE VI SBIC to the Company (the "RFE Commitment Letter"), RFE VI SBIC has committed to provide the Company with an aggregate of up to $5,250,000 of financing to ensure, subject to the terms and conditions set forth in the RFE Commitment Letter and in the Merger Agreement, the performance of Acquisition's Page 38 of 51 Pages obligations under the Merger Agreement. The foregoing description of the RFE Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the text of the RFE Commitment Letter, which is filed as an exhibit to this Schedule 13D and is incorporated by reference herein. Pursuant to a letter agreement, dated March 5, 1999 (the "Letter Agreement"), among all of the Reporting Persons, each such Reporting Person has agreed (i) that the information provided by him, her or it for inclusion in certain securities law filings of Acquisition and/or the Company will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) that, upon the Effective Time, he, she or it will execute a stockholders agreement and a registration rights agreement relating to the shares of common stock of the Surviving Corporation, each in forms previously reviewed and approved by the Reporting Persons, (iii) as to the post-closing capitalization and employee stock option arrangements of the Surviving Corporation, and (iv) as to other matters. The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the text of such Letter Agreement, which is filed as an exhibit to this Schedule 13D and is incorporated by reference herein. Pursuant to a Commitment Letter, dated March 5, 1999, from The Chase Manhattan Bank and Fleet Bank, National Association (collectively, the "Banks"), to the Company and to Acquisition (the "Senior Financing Letter"), the Banks have committed to provide the Company with an aggregate of up to $23,500,000, subject to the terms and conditions set forth in the Senior Financing Letter. The foregoing description of the Senior Financing Letter does not purport to be complete and is qualified in its entirety by reference to the text of the Senior Financing Letter, which is filed as an exhibit to this Schedule 13D and is incorporated by reference herein. Pursuant to a Commitment Letter, dated March 5, 1999, from Allied Signal Master Pension Trust ("Allied Signal"), to the Company (the "Subordinated Debt Letter"), Allied Signal has committed to provide the Company with an aggregate of up to $7,000,000.00, subject to the terms and conditions set forth in the Subordinated Debt Letter. The foregoing description of the Subordinated Debt Letter does not purport to be complete and is qualified in its entirety by reference to the text of the Subordinated Debt Letter, which is filed as an exhibit to this Schedule 13D and is incorporated by reference herein. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Joint Filing Agreement, dated as of March 5, 1999, by and among Uniflex Acquisition Corp., RFE VI SBIC, L.P., RFE Associates VI SBIC, LLC, RFE Investment Partners VI, L.P., RFE Associates VI, LLC, CMCO, Inc., Sterling/Carl Marks Capital, Inc., CMNY Capital, L.P., Robert Davidoff, Robert K. Semel, Frances Page 39 of 51 Pages M. Semel, as custodian for Scott V. Eckstein, Herbert Barry, Betty Lou Barry, Warner J. Heuman, Elaine B. Heuman, Erich K. Vetter, Elliot L. Berger, Lee B. Cantor, Melissa H. Cantor, Hy L. Brownstein, Judith R. Brownstein and Neil S. Sklar. Exhibit 2 Power of Attorney of Warner J. Heuman, Elaine B. Heuman, Erich K. Vetter, Elliot L. Berger, Lee B. Cantor, Melissa H. Cantor, Hy L. Brownstein, Judith R. Brownstein and Neil S. Sklar in favor of Robert K. Semel and Herbert Barry. Exhibit 3 Agreement and Plan of Merger and Recapitalization, dated as of March 5, 1999, by and between Uniflex, Inc. and Uniflex Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated March 8, 1999). Exhibit 4 Voting Agreement, dated as of March 5, 1999, by and between Uniflex Acquisition Corp. and the other parties signatory thereto. Exhibit 5 Voting Agreement, dated as of March 5, 1999, by and between Uniflex Acquisition Corp. and CMNY Capital, L.P., Sterling/Carl Marks Capital, Inc., CMCO, Inc. and Robert Davidoff. Exhibit 6 Letter Agreement, dated February 12, 1999, from Sterling/Carl Marks Capital, Inc. to Uniflex, Inc. Exhibit 7 Letter Agreement, dated March 5, 1999, from RFE VI SBIC, L.P., to Uniflex, Inc. Exhibit 8 Letter Agreement, dated March 5, 1999, among all of the Reporting Persons. Exhibit 9 Commitment Letter, dated March 5, 1999, from The Chase Manhattan Bank and Fleet Bank, National Association, to Uniflex, Inc. and Uniflex Acquisition Corp. Exhibit 10 Commitment Letter, dated March 5, 1999, from Allied Signal Master Pension Trust to Uniflex, Inc. Exhibit 11 Press Release (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated March 8, 1999). Page 40 of 51 Pages 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: March 9, 1999 UNIFLEX ACQUISITION CORP. By: /s/ James A. Parsons ------------------------ Name: James A. Parsons Title: President Page 41 of 51 Pages 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: March 9, 1999 RFE VI SBIC, L.P. By: RFE Associates VI SBIC, LLC, its General Partner By: RFE Investment Partners VI, L.P., its sole member By: RFE Associates VI, LLC, its General Partner By: /s/ James A. Parsons ----------------------- Name: James A. Parsons Title: Managing Member Page 42 of 51 Pages 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: March 9, 1999 RFE ASSOCIATES VI SBIC, LLC By: RFE Investment Partners VI, L.P., its sole member By: RFE Associates VI, LLC, its General Partner By: /s/ James A. Parsons ----------------------- Name: James A. Parsons Title: Managing Member Page 43 of 51 Pages 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: March 9, 1999 RFE INVESTMENT PARTNERS VI, L.P. By: RFE Associates VI, LLC, its General Partner By: /s/ James A. Parsons ---------------------------- Name: James A. Parsons Title: Managing Member Page 44 of 51 Pages 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: March 9, 1999 RFE ASSOCIATES VI, LLC By: /s/ James A. Parsons ----------------------- Name: James A. Parsons Title: Managing Member Page 45 of 51 Pages 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: March 9, 1999 CMCO, INC. By: /s/ Robert Davidoff ----------------------- Name: Robert Davidoff Title: Vice President Page 46 of 51 Pages 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: March 9, 1999 STERLING/CARL MARKS CAPITAL, INC. By: /s/ Harvey Granat -------------------- Name: Harvey Granat Title: President Page 47 of 51 Pages 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: March 9, 1999 CMNY CAPITAL, L.P. By: /s/ Robert Davidoff --------------------- Name: Robert Davidoff Title: General Partner Page 48 of 51 Pages 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: March 9, 1999 /s/ Robert Davidoff ------------------- Robert Davidoff Page 49 of 51 Pages 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: March 9, 1999 /s/ Robert K. Semel ------------------- Robert K. Semel FRANCES M. SEMEL, as custodian for Scott V. Eckstein /s/ Frances M. Semel ------------------------ Name: Frances M. Semel Title: Custodian Page 50 of 51 Pages 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: March 9, 1999 /s/ Herbert Barry ----------------------- Herbert Barry /s/ Betty Lou Barry ----------------------- Betty Lou Barry Page 51 of 51 Pages 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: March 9, 1999 Warner J. Heuman Elaine B. Heuman Erich K. Vetter Elliot L. Berger Lee B. Cantor Melissa H. Cantor Hy L. Brownstein Judith R. Brownstein Neil S. Sklar /s/ Robert K. Semel ----------------------------- By: Robert K. Semel Title: Attorney in Fact EX-99.1 2 JOINT FILING AGREEMENT Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.10 per share, of Uniflex, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of March 5, 1999. UNIFLEX ACQUISITION CORP. By: /s/ James A. Parsons -------------------------- Name: James A. Parsons Title: President RFE VI SBIC, L.P. By: RFE Associates VI SBIC, LLC, its General Partner By: RFE Investment Partners VI, L.P., its sole member By: RFE Associates VI, LLC, its General Partner By: /s/ James A. Parsons ----------------------------- Name: James A. Parsons Title: Managing Member RFE ASSOCIATES VI SBIC, LLC By: RFE Investment Partners VI, L.P., its sole member By: RFE Associates VI, LLC, its General Partner By: /s/ James A. Parsons ----------------------------- Name: James A. Parsons Title: Managing Member RFE INVESTMENT PARTNERS VI, L.P. By: RFE Associates VI, LLC, its General Partner By: /s/ James A. Parsons ----------------------------- Name: James A. Parsons Title: Managing Member RFE ASSOCIATES VI, LLC By: /s/ James A. Parsons ----------------------------- Name: James A. Parsons Title: Managing Member CMCO, INC. By: /s/ Robert Davidoff ----------------------------- Name: Robert Davidoff Title: Vice President STERLING/CARL MARKS CAPITAL, INC. By: /s/ Harvey Granat --------------------------- Name: Harvey Granat Title: President CMNY CAPITAL, L.P. By: /s/ Robert Davidoff ---------------------------- Name: Robert Davidoff Title: General Partner /s/ Robert Davidoff ---------------------------------- Robert Davidoff /s/ Robert K. Semel ---------------------------------- Robert K. Semel FRANCES M. SEMEL, as custodian for Scott V. Eckstein /s/ Frances M. Semel ---------------------------------- Name: Frances M. Semel Title: Custodian /s/ Herbert Barry ---------------------------------- Herbert Barry /s/ Betty Lou Barry ----------------------------------- Betty Lou Barry Warner J. Heuman Elaine B. Heuman Erich K. Vetter Elliot L. Berger Lee B. Cantor Melissa H. Cantor Hy L. Brownstein Judith R. Brownstein Neil S. Sklar By: /s/ Herbert Barry ------------------------------ Name: Herbert Barry Title: Attorney in Fact EX-99.2 3 POWER OF ATTORNEY Exhibit 2 Power of Attorney The undersigned hereby makes, constitutes and appoints each of Robert K. Semel and Herbert Barry (each, an "Attorney"), with full power of substitution, the true and lawful attorney in fact for the undersigned, in the undersigned's name, place and stead and on the undersigned's behalf, to complete, execute and file with the United States Securities and Exchange Commission (the "Commission"), a statement on Schedule 13D with respect to the securities of Uniflex, Inc., a Delaware corporation, and any and all amendments thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any other forms, certificates, documents or instruments (including a Joint Filing Agreement) that either Attorney deems necessary or appropriate in order to enable the undersigned to comply with the requirements of said Section 13(d) and said rules and regulations. This Power of Attorney shall remain in effect for a period of two years from the date hereof or until such earlier date as a written revocation thereof is filed with the Commission. Dated: March 5, 1999 /s/ Warner J. Heuman --------------------------- Warner J. Heuman /s/ Elaine B. Heuman --------------------------- Elaine B. Heuman /s/ Erich K. Vetter --------------------------- Erich K. Vetter /s/ Elliot L. Berger --------------------------- Elliot L. Berger /s/ Lee B. Cantor --------------------------- Lee B. Cantor /s/ Melissa H. Cantor --------------------------- Melissa H. Cantor /s/ Hy L. Brownstein --------------------------- Hy L. Brownstein /s/ Judith R. Brownstein --------------------------- Judith R. Brownstein /s/ Neil S. Sklar --------------------------- Neil S. Sklar EX-99.4 4 VOTING AGREEMENT Exhibit 4 VOTING AGREEMENT AGREEMENT dated as of March 5, 1999 by and between UNIFLEX ACQUISITION CORP., a Delaware corporation ("Acquisition") and the other parties signatory hereto (each a "Stockholder"). RECITALS A. Concurrently herewith, Acquisition and Uniflex, Inc., a Delaware corporation (the "Company"), are entering into an Agreement and Plan of Merger and Recapitalization of even date herewith (as such agreement may be amended from time to time, the "Merger Agreement"; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement) pursuant to which (and subject to the terms and conditions specified therein) Acquisition will be merged with and into the Company (the "Merger"). B. As a condition to Acquisition entering into the Merger Agreement, Acquisition requires that each Stockholder enter into, and each such Stockholder hereby agrees to enter into, this Agreement. AGREEMENT To implement the foregoing and in consideration of the mutual agreements contained herein, the parties hereby agree as follows: 1. Representations and Warranties of Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Acquisition as follows: a. Ownership of Shares. i. Such Stockholder is the record holder or beneficial owner of the number of shares of Company Common Stock as is set forth opposite such Stockholder's name on Schedule I hereto (such shares shall constitute the "Existing Shares", and together with any shares of Company Common Stock acquired of record or beneficially by such Stockholder in any capacity after the date hereof and prior to the termination hereof, whether upon exercise of options, conversion of convertible securities, purchase, exchange or otherwise shall constitute the "Shares"). ii. On the date hereof, the Existing Shares set forth opposite such Stockholder's name on Schedule I hereto constitute all of the outstanding shares 1 of Company Common Stock owned of record or beneficially by such Stockholder. Such Stockholder does not have record or beneficial ownership of any Shares not set forth on Schedule I hereto. iii. Such Stockholder has sole power of disposition with respect to all of the Existing Shares set forth opposite such Stockholder's name on Schedule I and sole voting power with respect to the matters set forth in Section 2 hereof and sole power to demand appraisal rights, in each case with respect to all of the Existing Shares set forth opposite such Stockholder's name on Schedule I, and sole power to agree to all of the matters set forth herein with no restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. iv. Such Stockholder will have sole power of disposition with respect to Shares other than Existing Shares, if any, which become beneficially owned by such Stockholder and will have sole voting power with respect to the matters set forth in Section 2 hereof and sole power to demand appraisal rights, in each case with respect to all Shares other than Existing Shares, if any, which become beneficially owned by such Stockholder with no restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. b. Organization; Power; Binding Agreement. If such Stockholder is a corporation, such Stockholder is a corporation duly formed, validly existing and in good standing under the laws of its jurisdiction of its organization. If such Stockholder is a corporation, such Stockholder has the necessary corporate power and authority to enter into and perform all of such Stockholder's obligations under this Agreement and has taken all corporate action necessary to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder, and no other corporate proceedings on the part of such Stockholder are necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has the legal capacity, power and authority to enter into and perform all of such Stockholder's obligations under this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. If such Stockholder is married and such Stockholder's Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of such Stockholder's spouse, enforceable against such person in accordance with its terms. c. No Conflicts. Except for filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), if applicable, and any required amendments to any Schedule 13D, Form 3 or Form 4 filed by any such Stockholder, (A) no 2 filing with, and no permit, authorization, consent or approval of, any state or federal public bodyor authority is necessary for the execution of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby and (B) neither the execution, delivery or performance of this Agreement by such Stockholder nor the consummation by such Stockholder of the transactions contemplated hereby nor compliance by such Stockholder with any of the provisions hereof shall (x) conflict with or result in any breach of any applicable certificate of incorporation, bylaws, trust, partnership agreement or other agreements or organizational documents applicable to such Stockholder, (y) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's properties or assets may be bound or (z) violate any order, writ, injunction, decree, judgment, law, statute, rule or regulation applicable to such Stockholder or any of such Stockholder's properties or assets. d. No Transfer. Except as described on Schedule II, such Stockholder's Shares and the certificates representing such Shares are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, claims, security interests, community property interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder. e. No Finders. No broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder in his or her capacity as such. f. Acknowledgment. Such Stockholder understands and acknowledges that Acquisition is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. 2. Agreement To Vote; Proxy. a. Voting. Each Stockholder hereby severally and not jointly agrees that, until the Termination Date (as defined in Section 7 hereof), at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company, such Stockholder shall vote (or cause to be voted) the Shares owned by such Stockholder (i) in favor of the Merger and adoption of the Merger Agreement, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and in favor of each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof and thereof, provided that each 3 Stockholder shall not be required to vote to approve the Merger if any amendment to the Merger Agreement (x) decreases the amount of Merger Consideration or (y) materially adversely affects the Stockholder's interests in the Merger, unless such Stockholder agrees in writing to such amendment to the Merger Agreement; (ii) against any action or agreement that would (or would be reasonably likely to) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) except as specifically requested in writing by Acquisition in advance, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (2) a sale, lease or transfer (whether by merger, consolidation, operation of law or otherwise) of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (3)(a) any change in the majority of the board of directors of the Company; (b) any amendment of the Company's certificate of incorporation or by-laws; (c) any other material change in the Company's corporate structure or business; or (d) any other action which is intended, or could reasonably be expected, or impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Such Stockholder shall not enter into any agreement or understanding with any person or entity prior to the Termination Date to vote or give instructions after the Termination Date in any manner inconsistent with clauses (i), (ii) or (iii) of the preceding sentence. b. PROXY. EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, ACQUISITION AND JAMES A PARSONS, PRESIDENT OF ACQUISITION, AND A. DEAN DAVIS, VICE PRESIDENT OF ACQUISITION, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF ACQUISITION, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF ACQUISITION, AND ANY OTHER DESIGNEE OF ACQUISITION, EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES AS INDICATED IN SECTION 2(a) ABOVE. EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO SUCH STOCKHOLDER'S SHARES. 3. Certain Covenants of Stockholders. Except in accordance with the terms of this Agreement, each Stockholder hereby severally covenants and agrees as follows: 4 a. No Solicitation. Prior to the Termination Date, no Stockholder shall, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or the making of any proposal by any person or entity (other than Acquisition or any Affiliate thereof) with respect to the Company that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 6.4 in the Merger Agreement). If any Stockholder in his or its capacity as such receives any such inquiry or proposal, then such Stockholder shall promptly inform Acquisition, on a prompt and ongoing basis, of the terms and conditions, if any, of such inquiry or proposal, the identity of the person making it and the status, content and progress of any negotiations. Each Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, nothing in this Section 3.1 shall restrict a Stockholder who is also a director or officer of the Company from taking actions in such Stockholder's capacity as a director or officer to the extent and in the circumstances permitted by Section 6.4 of the Merger Agreement. b. Restriction on Transfer, Proxies and Noninterference; Restriction on Withdrawal. Prior to the Termination Date, no Stockholder shall, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement and to Acquisition pursuant to this Agreement, offer for sale, sell, transfer (whether by merger, consolidation, operation of law or otherwise), tender, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer (whether by merger, consolidation, operation of law or otherwise), tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of such Stockholder's Shares or any interest therein, (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations under this Agreement. c. Waiver of Appraisal Rights. Except to the extent a Stockholder is permitted to vote against the Merger pursuant to paragraph 2 hereof, each Stockholder hereby waives any rights of appraisal from the Merger or rights to dissent from the Merger that such Stockholder may have. 4. Further Assurances. From time to time, at the other party's request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. 5 5. Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder's Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including without limitation such Stockholder's heirs, guardians, administrators or successors or as a result of any divorce. 6. Stop Transfer. Each Stockholder agrees with, and covenants to, Acquisition that such Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Shares, unless such transfer is made in compliance with this Agreement. 7. Termination. The obligations of the Stockholders under this Agreement shall terminate upon the earlier of (i) the Effective Time of the Merger, (ii) the date the Merger Agreement is terminated in accordance with its terms, or (iii) any event described in Section 8.1(a)(v)(A), (B), (D) or (E) of the Merger Agreement has occurred (such date being referred to herein as the "Termination Date"). The termination of this Agreement shall not relieve any party from liability for any breach of this Agreement. 8. Fiduciary Duties. Nothing set forth in this Agreement shall prevent any Stockholder who is a director or officer of the Company from exercising his fiduciary duties as a director or officer of the Company in connection with the Merger Agreement and Merger. 9. Miscellaneous. a. Entire Agreement; Assignment. This Agreement (i) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and (ii) shall not be assigned by operation of law or otherwise without the prior written consent of the other parties. b. Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto. c. Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when transmitted, if transmitted by telecopy, upon receipt of electronic confirmation; the day after it is sent, if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to: 6 If to a Stockholder: To the address and facsimile number set forth on Schedule I hereto. With a copy to: Graubard Mollen & Miller 600 Third Avenue New York, New York 10016 Attention: David Alan Miller, Esq. Telecopy: (212) 818-8881 If to Acquirer, addressed to: Uniflex Acquisition Corp. c/o RFE Investment Partners 36 Grove Street New Canaan, Connecticut 06840 Attention: James Parsons Telecopy: (203) 966-3109 c/o CMCO, Inc. 135 East 57th Street New York, New York 10022 Attention: Robert Davidoff Telecopy: (212) 980-2630 With a copy to: Battle Fowler LLP 75 East 55th Street New York, NY 10022 Attention: Thomas More Griffin, Esq. Telecopy: (212) 856-7823 And a copy to: Finn Dixon & Herling LLP One Landmark Square Stamford, Connecticut 06901 Attention: Charles J. Downey III, Esq. Telecopy: (203) 348-5777 7 And a copy to: Uniflex, Inc. 383 West John Street Hicksville, NY 11802 Attention: Robert K. Semel Telecopy: (516) 997-4834 With a copy to: Olshan Grundman Frome Rosenzweig & Wolosky LLP 505 Park Avenue New York, NY 10022 Attention: Jeffrey S. Spindler, Esq. Telecopy: (212) 755-1467 or to such other place and with such other copies as either party may designate as to itself by written notice to the others. d. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. e. Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement. f. Counterparts; Facsimile Signature. This Agreement may be executed (i) in two or more counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same Agreement and (ii) by facsimile (provided an original of the facsimile is provided). g. Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. h. Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or 8 portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. 10. Definitions; Construction. For purposes of this Agreement: a. "Beneficially own" or "beneficial ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities beneficially owned by a Person shall include securities beneficially owned by all other Persons with whom such Person would constitute a "group" as described in Section 13(d)(3) of the Exchange Act. b. "Person" shall mean an individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity. c. In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any split-up, subdivision, recapitalization, combination, exchange of shares or the like, the term "Shares" shall be deemed to refer to and include the Shares as well as all stock distributed pursuant to such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed, exchanged, split, subdivided, combined or recapitalized. 11. Stockholder Capacity. Notwithstanding anything herein to the contrary, no person executing this Agreement who is, or becomes during the term hereof, a director or officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer, and the agreements set forth herein shall in no way restrict any director or officer in the exercise of his or her fiduciary duties as a director or officer of the Company. Each Stockholder has executed this Agreement solely in his or her capacity as the record or beneficial holder of such Stockholder's Shares. [Signature Page Follows] 9 IN WITNESS WHEREOF, Acquisition and each Stockholder have caused this Agreement to be duly executed as of the day and year first above written. UNIFLEX ACQUISITION CORP. By: /s/ James A. Parsons --------------------------- Name: James A. Parsons Title: President STOCKHOLDERS: /s/ Robert K. Semel ------------------------------- Robert K. Semel /s/ Herbert Barry ------------------------------- Herbert Barry /s/ Warner Heuman ------------------------------- Warner Heuman /s/ Erich Vetter ------------------------------- Erich Vetter /s/ Elliott Berger ------------------------------- Elliott Berger /s/ Lee Cantor ------------------------------- Lee Cantor /s/ Melissa Cantor ------------------------------- Melissa Cantor /s/ Hy Brownstein ------------------------------- Hy Brownstein /s/ Neil Sklar ------------------------------- Neil Sklar 10 /s/ Frances M. Semel ---------------------------------------------- Frances M. Semel, as custodian for Scott V. Eckstein /s/ Betty Lou Barry ---------------------------------------------- Betty Lou Barry /s/ Elaine B. Heuman ---------------------------------------------- Elaine B. Heuman /s/ Judith R. Brownstein ---------------------------------------------- Judith R. Brownstein 11 Schedule I Number of Name Address and Facsimile Number Existing Shares - ---- ---------------------------- --------------- Herbert Barry ** 435,576 Betty Lou Barry ** 34,914 Robert K. Semel ** 433,800 Frances M. Semel, as ** 300 custodian for Scott V. Eckstein Warner J. Heuman ** 326,420 Elaine B. Heuman ** 129,100 Erich K. Vetter ** 288,999 Elliott L. Berger ** 87,300 Lee B. Cantor ** 62,704* Melissa H. Cantor ** 57,400* Hy L. Brownstein ** 22,710 Judith R. Brownstein ** 17,835 Neil Sklar ** 30,100 ------------ Total Number of Shares 1,863,720* ============ - ---------- * Of these shares, 45,603 are jointly held by Lee and Melissa Cantor. ** Address and facsimile number of each Stockholder is set forth on next page. Schedule II Herbert Barry Robert K. Semel Betty Lou Barry Frances M. Semel 1 Ripley Lane 202 Northwood Court Muttontown, NY 11771 Jericho, NY 11753 Hy L. Brownstein Lee B. Cantor Judith R. Brownstein Melissa H. Cantor 23 Pickering Place 5 Quaker Ridge Dr. Dix Hills, NY 11746 Brookville, NY 11545 Warner J. Heuman Erich K. Vetter Elaine B. Heuman 468 Wolfhill Road 8 Hartley Road Dix Hills, NY 11746 Great Neck, NY 11024 Neil Sklar Elliot L. Berger 1 Thompson Drive 4920 Camino De Monie East Rockaway, NY 11518 Albuquerque, NM 87111 EX-99.5 5 VOTING AGREEMENT CARL MARKS GROUP - - UNIFLEX, INC. VOTING AGREEMENT AGREEMENT dated as of March 5, 1999 by and between UNIFLEX ACQUISITION CORP., a Delaware corporation ("Acquisition") and the other parties signatory hereto (each a "Stockholder"). RECITALS A. Concurrently herewith, Acquisition and Uniflex, Inc., a Delaware corporation (the "Company"), are entering into an Agreement and Plan of Merger and Recapitalization of even date herewith (as such agreement may be amended from time to time, the "Merger Agreement"; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement) pursuant to which (and subject to the terms and conditions specified therein) Acquisition will be merged with and into the Company (the "Merger"). B. As a condition to Acquisition entering into the Merger Agreement, Acquisition requires that each Stockholder enter into, and each such Stockholder hereby agrees to enter into, this Agreement. AGREEMENT To implement the foregoing and in consideration of the mutual agreements contained herein, the parties hereby agree as follows: 1. Representations and Warranties of Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Acquisition as follows: a. Ownership of Shares. i. Such Stockholder is the record holder or beneficial owner of the number of shares of Company Common Stock as is set forth opposite such Stockholder's name on Schedule I hereto (such shares shall constitute the "Existing Shares", and together with any shares of Company Common Stock acquired of record or beneficially by such Stockholder in any capacity after the date hereof and prior to the termination hereof, whether upon exercise of options, conversion of convertible securities, purchase, exchange or otherwise shall constitute the "Shares"). ii. On the date hereof, the Existing Shares set forth opposite such Stockholder's name on Schedule I hereto constitute all of the outstanding shares 1 of Company Common Stock owned of record or beneficially by such Stockholder. Such Stockholder does not have record or beneficial ownership of any Shares not set forth on Schedule I hereto. iii. Such Stockholder has sole power of disposition with respect to all of the Existing Shares set forth opposite such Stockholder's name on Schedule I and sole voting power with respect to the matters set forth in Section 2 hereof and sole power to demand appraisal rights, in each case with respect to all of the Existing Shares set forth opposite such Stockholder's name on Schedule I, and sole power to agree to all of the matters set forth herein with no restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. iv. Such Stockholder will have sole power of disposition with respect to Shares other than Existing Shares, if any, which become beneficially owned by such Stockholder and will have sole voting power with respect to the matters set forth in Section 2 hereof and sole power to demand appraisal rights, in each case with respect to all Shares other than Existing Shares, if any, which become beneficially owned by such Stockholder with no restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. b. Organization; Power; Binding Agreement. If such Stockholder is a corporation, such Stockholder is a corporation duly formed, validly existing and in good standing under the laws of its jurisdiction of its organization. If such Stockholder is a corporation, such Stockholder has the necessary corporate power and authority to enter into and perform all of such Stockholder's obligations under this Agreement and has taken all corporate action necessary to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder, and no other corporate proceedings on the part of such Stockholder are necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has the legal capacity, power and authority to enter into and perform all of such Stockholder's obligations under this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. If such Stockholder is married and such Stockholder's Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of such Stockholder's spouse, enforceable against such person in accordance with its terms. c. No Conflicts. Except for filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), if applicable, and any required amendments to any Schedule 13D filed by any such Stockholder, (A) no filing with, and no 2 permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby and (B) neither the execution, delivery or performance of this Agreement by such Stockholder nor the consummation by such Stockholder of the transactions contemplated hereby nor compliance by such Stockholder with any of the provisions hereof shall (x) conflict with or result in any breach of any applicable certificate of incorporation, bylaws, trust, partnership agreement or other agreements or organizational documents applicable to such Stockholder, (y) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's properties or assets may be bound or (z) violate any order, writ, injunction, decree, judgment, law, statute, rule or regulation applicable to such Stockholder or any of such Stockholder's properties or assets. d. No Transfer. Such Stockholder's Shares and the certificates representing such Shares are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, claims, security interests, community property interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder. e. No Finders. No broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder in his or her capacity as such. f. Acknowledgment. Such Stockholder understands and acknowledges that Acquisition is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. 2. Agreement To Vote; Proxy. a. Voting. Each Stockholder hereby severally and not jointly agrees that, until the Termination Date (as defined in Section 7 hereof), at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company, such Stockholder shall vote (or cause to be voted) the Shares owned by such Stockholder (i) in favor of the Merger and adoption of the Merger Agreement, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and in favor of each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof and thereof, provided that each 3 Stockholder shall not be required to vote to approve the Merger if any amendment to the Merger Agreement (x) decreases the amount of Merger Consideration or (y) materially adversely affects the Stockholder's interests in the Merger, unless such Stockholder agrees in writing to such amendment to the Merger Agreement; (ii) against any action or agreement that would (or would be reasonably likely to) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) except as specifically requested in writing by Acquisition in advance, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (2) a sale, lease or transfer (whether by merger, consolidation, operation of law or otherwise) of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (3)(a) any change in the majority of the board of directors of the Company; (b) any amendment of the Company's certificate of incorporation or by-laws; (c) any other material change in the Company's corporate structure or business; or (d) any other action which is intended, or could reasonably be expected, or impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Such Stockholder shall not enter into any agreement or understanding with any person or entity prior to the Termination Date to vote or give instructions after the Termination Date in any manner inconsistent with clauses (i), (ii) or (iii) of the preceding sentence. b. PROXY. EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, ACQUISITION AND JAMES A PARSONS, PRESIDENT OF ACQUISITION, AND A. DEAN DAVIS, VICE PRESIDENT OF ACQUISITION, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF ACQUISITION, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF ACQUISITION, AND ANY OTHER DESIGNEE OF ACQUISITION, EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES AS INDICATED IN SECTION 2(a) ABOVE. EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO SUCH STOCKHOLDER'S SHARES. 3. Certain Covenants of Stockholders. Except in accordance with the terms of this Agreement, each Stockholder hereby severally covenants and agrees as follows: 4 a. No Solicitation. Prior to the Termination Date, no Stockholder shall, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or the making of any proposal by any person or entity (other than Acquisition or any Affiliate thereof) with respect to the Company that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 6.4 in the Merger Agreement). If any Stockholder in his or its capacity as such receives any such inquiry or proposal, then such Stockholder shall promptly inform Acquisition, on a prompt and ongoing basis, of the terms and conditions, if any, of such inquiry or proposal, the identity of the person making it and the status, content and progress of any negotiations. Each Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. b. Restriction on Transfer, Proxies and Noninterference; Restriction on Withdrawal. Prior to the Termination Date, no Stockholder shall, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement and to Acquisition pursuant to this Agreement, offer for sale, sell, transfer (whether by merger, consolidation, operation of law or otherwise), tender, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer (whether by merger, consolidation, operation of law or otherwise), tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of such Stockholder's Shares or any interest therein, (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations under this Agreement. c. Waiver of Appraisal Rights. Each Stockholder hereby waives any rights of appraisal from the Merger or rights to dissent from the Merger that such Stockholder may have. 4. Further Assurances. From time to time, at the other party's request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. 5. Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder's Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Shares shall pass, whether by 5 operation of law or otherwise, including without limitation such Stockholder's heirs, guardians, administrators or successors or as a result of any divorce. 6. Stop Transfer. Each Stockholder agrees with, and covenants to, Acquisition that such Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Shares, unless such transfer is made in compliance with this Agreement. 7. Termination. The obligations of the Stockholders under this Agreement shall terminate upon the earlier of (i) the Effective Time of the Merger, (ii) the date the Merger Agreement is terminated in accordance with its terms, or (iii) any event described in Section 8.1(a)(v)(A), (B), (D) or (E) of the Merger Agreement has occurred. The termination of this Agreement shall not relieve any party from liability for any breach of this Agreement. 8. Miscellaneous. a. Entire Agreement; Assignment. This Agreement (i) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and (ii) shall not be assigned by operation of law or otherwise without the prior written consent of the other parties. b. Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto. c. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by hand delivery, telegram, telex or telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any courier service, such as Federal Express, providing proof of delivery. All communications hereunder shall be delivered to the Stockholders at the addresses and facsimile numbers set forth on Schedule I hereto (with a copy to their counsel, Battle Fowler LLP, whose address is listed below). All communications hereunder shall be delivered to Acquisition as follows: Uniflex Acquisition Corp. c/o RFE Investment Partners 36 Grove Street New Canaan, Connecticut 06840 Attention: James Parsons Facsimile No.: (203) 966-3109 6 c/o CMCO, Inc. 135 East 57th Street New York, New York 10022 Attention: Robert Davidoff Facsimile No.: (212) 980-2630 copy to: Battle Fowler LLP 75 East 55th Street New York, New York 10022 Attention: Thomas More Griffin Facsimile No.: (212) 856-7823 copy to: Finn Dixon & Herling LLP One Landmark Square Stamford, Connecticut 06901 Attention: Charles J. Downey III Facsimile No.: (203) 348-5777 With a copy to: Olshan Grundman Frome Rosenzweig & Wolosky LLP 505 Park Avenue New York, NY 10022 Attention: Jeffrey S. Spindler, Esq. Facsimile No.: (212) 753-0751 And a copy to: Graubard Mollen & Miller 600 Third Avenue New York, New York 10016 Attention: David Alan Miller, Esq. Facsimile No.: (212) 818-8881 or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. 7 d. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. e. Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement. f. Counterparts; Facsimile Signature. This Agreement may be executed in (i) two or more counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same Agreement and (ii) by facsimile (provided an original of the facsimile is provided). g. Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. h. Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. 9. Definitions; Construction. For purposes of this Agreement: a. "Beneficially own" or "beneficial ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities beneficially owned by a Person shall include securities beneficially owned by all other Persons with whom such Person would constitute a "group" as described in Section 13(d)(3) of the Exchange Act. b. "Person" shall mean an individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity. c. In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any split-up, subdivision, recapitalization, combination, 8 exchange of shares or the like, the term "Shares" shall be deemed to refer to and include the Shares as well as all stock distributed pursuant to such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed, exchanged, split, subdivided, combined or recapitalized. 10. Stockholder Capacity. Notwithstanding anything herein to the contrary, no person executing this Agreement who is, or becomes during the term hereof, a director of the Company makes any agreement or understanding herein in his or her capacity as such director, and the agreements set forth herein shall in no way restrict any director in the exercise of his or her fiduciary duties as a director of the Company. Each Stockholder has executed this Agreement solely in his or her capacity as the record or beneficial holder of such Stockholder's Shares. [Signature Page Follows] 9 IN WITNESS WHEREOF, Acquisition and each Stockholder have caused this Agreement to be duly executed as of the day and year first above written. UNIFLEX ACQUISITION CORP. By: /s/ James A. Parsons ------------------------ Name: James A. Parsons Title: President STOCKHOLDERS: CMNY CAPITAL, L.P. By: /s/ Robert Davidoff ----------------------- Name: Robert Davidoff Title: General Partner CMCO, INC. By: /s/ Robert Davidoff ----------------------- Name: Robert Davidoff Title: Vice President /s/ Robert Davidoff --------------------------- Robert Davidoff 10 Schedule I Name Address and Facsimile Number Number of Existing Shares - ---- ---------------------------- ------------------------- CMNY Capital, L.P. * 242,300 CMCO, Inc. * 54,912 Robert Davidoff * 2,946 - -------- * Address and facsimile number for each Stockholder is 135 East 57th Street, New York, New York 10022, Fax: (212) 980-2630 EX-99.6 6 LETTER AGREEMENTY [Logo] STERLING/CARL MARKS CAPITAL, INC. INVESTMENT COMMITMENT February 12, 1999 Uniflex, Inc. 383 West John Street Hicksville, NY 11802 Gentlemen: Based on our recent meetings and discussions, we are pleased to outline the following terms and conditions relating to Sterling/Carl Marks Capital, Inc.'s ("Sterling") proposed investment in the Company. This commitment is subject to the completion of documentation with respect to this investment that is satisfactory to Sterling and its counsel. Investor: Sterling/Carl Marks Capital, Inc. ("Investor") Company: Uniflex, Inc. ("Uniflex" or the "Company") 383 West John Street Hicksville, NY 11802 Amount of Investment: $750,000.00. Issue: Common Stock $750,000.00 =========== Use of Proceeds: Purchase of equity in Uniflex, Inc. in connection with the merger of Uniflex, Inc. with Uniflex Acquisition Corp. (EACH PARTY EXECUTING THIS COMMITMENT AFFIRMS THAT ALL OF THE PROCEEDS OF THIS INVESTMENT WILL BE UTILIZED BY THE COMPANY FOR THE BUSINESS PURPOSES SUMMARIZED ABOVE AND FOR NO OTHER PURPOSE WHATSOEVER.) Uniflex, Inc. Page 2. February 12, 1999 Equity Participation: Investor is purchasing stock in Uniflex, Inc. on a pari passu basis with CMNY Capital, L.P., CMCO, Inc., and Robert Davidoff (the "Existing Carl Marks' Investors"), entities controlled by RFE Investment Partners, and Uniflex's Management (including Herbert Barry and Robert K. Semel) (the "Existing Management Investors") as part of a $10.75 Million equity investment for a purchase of 100% of the equity of the Company. The Existing Carl Marks' Investors and the Existing Management Investors will retain their existing shares of Uniflex Common Stock. Investor's investment of $750,000 will result in Investor purchasing 99,075 shares of Uniflex, Inc. stock. Expenses/Break-Up Fee: Pursuant to the Letter of Intent between the Company and CMCO, Inc. dated November 16, 1998. Other Conditions: (a) Board Representation: Investor would have the option to designate two (2) of seven (7) members to the Company's Board of Directors; (b) Documentation: Funding of the transaction would be conditional upon completion of such documents, opinions, covenants, representations and warranties as the Investors or their counsel might request in connection with funding this Investment. Such documents will include, among other things, restrictions on dividends, distributions, officer compensation and redemptions of equity; (c) No Adverse Change: There shall have occurred no material adverse change in the Company's financial conditions or its businesses; and (d) Legal Matters: The Company's counsel shall provide the Investor with opinions requested. The Company shall not be a party to any litigation or other proceedings, or no such litigation or proceeding shall have been threatened that would have a material adverse effect on the Company or their business if decided or resolved adversely to the Company; Each of the undersigned acknowledges and agrees that Investor is licensed as Small Business Investment Company by the Small Business Administration ("SBA"), and, as a result, must comply with all rules and regulations promulgated by SBA, in the conduct of its operations, including the making of the Investment contemplated hereunder. As a result, all of the terms and conditions of this Commitment are subject to compliance with SBA laws, rules and regulations. Uniflex, Inc. Page 3. February 12, 1999 If this Commitment meets with your approval, please sign below where indicated and return one (1) copy to us. Very truly yours, STERLING/CARL MARKS CAPITAL, INC. By: /s/ Harvey Granat Harvey Granat, President ACCEPTED: UNIFLEX, INC. By: /s/ Robert K. Semel, President Date:3/4/99 ------------------------------- ------ Name & Title EX-99.7 7 LETTER AGREEMENT RFE VI SBIC, L.P. 36 Grove Street New Canaan, CT 06840 March 5, 1999 Uniflex Acquisition Corp. 36 Grove Street New Canaan, CT 06840 Re: $5,250,000.00 Equity Financing Ladies and Gentlemen: RFE VI SBIC, L.P. (the "Purchaser") is pleased to advise you of the terms and conditions pursuant to which the Purchaser will purchase from Uniflex Acquisition Corp. (the "Company") 693,527 shares (the "Securities") of the common stock, par value $0.01 per share (the "Common Stock"), of the Company, for an aggregate purchase price of $5,250,000.00 in connection with the merger of the Company with and into Uniflex, Inc., a Delaware corporation ("Uniflex"). The number of shares of voting Common Stock and the number of shares of non-voting Common Stock comprising the Securities will be specified by the Purchaser. The Company has advised us that: (A) pursuant to an Agreement of Merger and Recapitalization, dated as of March 5, 1999, between Uniflex and the Company (the "Merger Agreement"), the Company will be merging (the "Merger") with and into Uniflex, with Uniflex being the surviving corporation (the "Surviving Corporation") in the Merger. At the effective time of the Merger (the "Effective Time"): (i) each outstanding stock option (the "Options") with respect to shares of the common stock, par value $0.10 of Uniflex (the "Uniflex Common Stock") and each share of Uniflex Common Stock (other than shares held by the Company, Retained Shares (as defined in the Merger Agreement), shares held by stockholders who have exercised their rights under the General Corporation Law of the State of Delaware to an appraisal of their shares ("Dissenting Shares") and shares held in treasury by Uniflex ("Treasury Securities")) shall automatically be converted into the right to receive, (1) with respect to the Uniflex Common Stock, $7.57 per share, and (2) with respect to each Option, the difference between $7.57 and the per-share -2- exercise price thereof (the "Merger Consideration"); (ii) each share of Uniflex Common Stock held by the Company and all Treasury Securities shall be canceled and shall be retired without any payment therefore and cease to exist; (iii) the shares of Common Stock and the Retained Shares not converted into the Merger Consideration pursuant to the Merger shall represent shares of capital stock of the Surviving Corporation; and (iv) any Dissenting Shares shall be entitled to the rights applicable to such shares under applicable law and the terms of the Merger Agreement; and (B) Certain beneficial and record stockholders of Uniflex have agreed to enter into one or more voting agreements (the "Voting Agreements") pursuant to which such stockholders have agreed to vote the shares of Uniflex Common Stock held by them in favor of the execution and delivery by Uniflex of the Merger Agreement and the consummation of the transactions contemplated thereby; and (C) Sterling/Carl Marks Capital, Inc. ("Sterling/Carl Marks") has, subject to the prior or concurrent satisfaction of the terms and conditions set forth in that certain Investment Commitment dated February 12, 1999 from Sterling/Carl Marks to and accepted by Uniflex, agreed to purchase from Uniflex, prior to the Effective Time, 99,075 shares of Uniflex Common Stock for a cash purchase price of $750,000.00; and (D) Allied Signal Master Pension Trust ("Allied") has, subject to the prior or concurrent satisfaction of the terms and conditions set forth in that certain letter dated March 5, 1999 from Allied to Uniflex, agreed to purchase from Uniflex Senior Subordinated Debentures due in an amount equal to $7,000,000.00 (the "Senior Subordinated Debentures"); and (E) Fleet Bank, National Association and The Chase Manhattan Bank (collectively, the "Banks") have, subject to the prior or concurrent satisfaction of the terms and conditions set forth in that certain commitment letter dated March 5, 1999 from the Banks to and accepted by the Company and Uniflex, agreed to provide to Uniflex two senior secured credit facilities in the aggregate amount of $23,500,000.00 consisting of an $18,500,000.00 secured six year term loan and a $5,000,000.00 secured three year revolving credit loan (collectively, the "Senior Debt" and, collectively with the Senior Subordinated Debentures, the "Debt Financing"); and (F) the proceeds of the $5,250,000.00 purchase price to be paid by the Purchaser, the proceeds of the $750,000.00 purchase price to be paid by Sterling/Carl Marks and the proceeds of the Debt Financing are intended to be -3- utilized (i) to pay the Merger Consideration, (ii) to pay various fees and expenses associated with the Merger and the consummation of the transactions contemplated in connection therewith and (iii) to provide working capital to Uniflex. The Purchaser has entered into this letter agreement in reliance upon the information supplied by Uniflex and the Company to the Purchaser, and this letter agreement is subject to the accuracy of all information, representations, exhibits and other materials submitted by Uniflex and the Company in connection with the Company's request for financing hereunder. Any material or substantial change thereto prior to the consummation of the transactions described herein will, at the option of the Purchaser, void all of the obligations of the Purchaser under this letter agreement. The Company must immediately notify the Purchaser of any such change. In reliance upon the foregoing, and subject to the satisfaction of those conditions set forth below and in Schedule A attached hereto and incorporated herein by reference, the Purchaser hereby commits to purchase the Securities for an aggregate purchase price of $5,250,000.00 (the "Purchase"). The obligation of the Purchaser to consummate the Purchase and the transactions contemplated in connection therewith (collectively, the "Equity Financing") is subject to the terms and conditions set forth in Schedule A and (i) the preparation, execution and delivery of a Securities Purchase Agreement (the "Agreement") by and between the Company and the Purchaser in form and substance satisfactory to the Purchaser and its counsel and such other documents, certificates or instruments in connection therewith as the Purchaser may require, (ii) the absence of any material adverse change in the business, condition (financial or otherwise), operations, performance or prospects of the Company or Uniflex and (iii) the Company's compliance with the terms and conditions hereof. In consideration of the Purchaser's commitment hereunder, the Company agrees to reimburse promptly the Purchaser and its affiliates from time to time on demand for all out-of-pocket expenses (including, without limitation, due diligence expenses, fees and expenses of environmental consultants and accountants, commitment or other fees paid by, or expenses reimbursed by, the Purchaser to the Banks and/or to Allied, and the fees, disbursements and other charges of Finn Dixon & Herling LLP, counsel for the Purchaser) incurred in connection with the preparation, negotiation, execution and delivery of this letter agreement, the Agreement, the Merger Agreement and all documents related to the transactions contemplated hereby and thereby regardless of whether the Agreement is executed and the transactions contemplated hereby or thereby (including the Merger) are consummated. In consideration of the Purchaser's commitment hereunder, the Company hereby agrees to indemnify, defend and hold harmless the Purchaser and its affiliates and their respective -4- officers, directors, managers, members, employees and agents from and against any liabilities, losses, claims, damages, obligations, deficiencies, judgments, amounts paid in settlement of any suits, actions, claims, proceedings or investigations, costs and expenses (including, but not limited to, interest, penalties, costs of investigation and attorneys' and accountants' fees and disbursements (whether such attorneys' fees are incurred in a dispute between the parties or between a party and third parties)) (collectively, "Losses") suffered, sustained, incurred or required to be paid by the Purchaser and/or its affiliates, or any of their respective officers, directors, managers, members, employees or agents, as the case may be, based upon, arising out of or otherwise with respect to this letter agreement, the Agreement, the Merger Agreement or any related documents or agreements, or the transactions contemplated hereby or thereby; provided, however, that the Company shall not have any such indemnification obligation to the extent that such Losses arise out of the gross negligence or willful misconduct of a party seeking indemnification. The Purchaser's commitment hereunder shall expire on July 30, 1999; provided, however, that the expense reimbursement and indemnity provisions hereof shall survive any such expiration. The terms and conditions of the Purchaser's commitment hereunder and of the Equity Financing are limited to the terms and conditions set forth herein and matters which are not covered by the provisions of this letter agreement are subject to our approval. This letter agreement may not be modified or changed orally but only by a writing signed by the party against whom enforcement of the modification or change is sought. This letter agreement is not assignable by the Company. Nothing in this letter agreement, express or implied, shall give any person, other than the parties hereto, any benefit or any legal right, remedy or claim under this letter agreement. -5- This letter agreement shall be governed by and construed under the laws of the State of New York without regard to the conflict of law provisions thereof. This letter agreement may be executed by facsimile and in one or more counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument. [Remainder of page intentionally blank.] -6- If the foregoing is acceptable to the Company, kindly indicate the Company's agreement to the terms and provisions of this letter agreement, including Schedule A hereto, by signing and returning to the Purchaser the enclosed copy of this letter. If this letter is not so signed by the Company and received by the Purchaser by 11:59 p.m., New York City time, on March 5, 1999, it shall be null and void. Very truly yours, RFE VI SBIC, L.P. By: RFE ASSOCIATES VI SBIC, LLC, Its General Partner By: RFE INVESTMENT PARTNERS VI, L.P., Its Sole Member By: RFE ASSOCIATES VI, LLC, Its General Partner By: /s/James A. Parsons Name: James A. Parsons Title: Managing Member AGREED TO AND ACCEPTED BY: UNIFLEX ACQUISITION CORP. By: /s/James A. Parsons Name: James A. Parsons Title:President -7- Schedule A The obligations of the Purchaser to purchase the Securities are subject to the fulfillment on or prior to the earlier of the Effective Time (as defined in the Merger Agreement) and July 30, 1999 of the following conditions (it being specifically agreed that none of the following conditions may be waived without the prior written consent of the Purchaser): a. Company Representations and Warranties. The representations and warranties made by the Company in the Agreement shall have been true and correct in all respects when made, and shall be true and correct in all respects as of the date (the "Closing Date") of the closing of the Transactions (as defined below) (the "Closing"). b. Company Covenants. All covenants, agreements, and conditions contained in the Agreement to be performed by the Company on or prior to the Closing shall have been performed or complied with in all respects. c. Compliance Certificate. The Company shall have delivered to the Purchaser a compliance certificate in the form required by the Purchaser executed by the president of the Company, dated the Closing Date, and certifying to the fulfillment of the conditions specified thereon. d. Blue Sky Law. The Company shall have obtained, or shall obtain within the time periods required by applicable law, all necessary blue sky law permits and qualifications, or secured exemptions therefrom, required by any state identified in Schedule A to the Agreement for the offer and sale of the Securities at the Closing. e. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated hereby and by the Agreement and all documents and instruments incident to the transactions contemplated thereby or by the Merger Agreement (collectively, the "Transactions") shall be satisfactory in substance and form to the Purchaser and its counsel, and the Purchaser shall have received all such counterpart originals or certified or other copies of such documents as the Purchaser may request. f. Board of Directors. The Surviving Corporation's board of directors shall, immediately after the Effective Time, consist of no more than ten (10) members, as follows: (i) four (4) designees of senior management of Uniflex; (ii) two (2) designees of the Purchaser; (iii) two (2) designees of Sterling/Carl Marks and CMNY Capital, L.P. ("CMNY" and, together with Sterling/Carl Marks, the "Sterling/Carl Marks Investors"); (iv) one (1) designee of Allied; and (v) one (1) designee designated by mutual agreement of the Purchaser, the Sterling/Carl Marks Investors, and senior management of Uniflex. The Board of Directors of the Company shall have established an Audit Committee and a Compensation Committee, each comprised exclusively of non-management board members, with a director designated by each of the Purchaser and the Sterling/Carl Marks Investors serving on the Compensation Committee and a director designated by each of the Purchaser and the Sterling/Carl Marks Investors serving on the Audit Committee. g. No Litigation. No action, suit or other proceeding shall be pending or threatened before any court, tribunal, or governmental authority seeking or threatening to restrain or prohibit the consummation of the Transactions or seeking to obtain substantial damages in respect thereof or which would otherwise materially and adversely affect the Purchaser, the Company, Uniflex, or the Surviving Corporation, or any of their respective businesses, assets, prospects, financial condition or results of operations. h. Voting Agreements. Certain beneficial and record stockholders of Uniflex designated by the Purchaser shall have entered into the Voting Agreements, which shall be in form and substance satisfactory to the Purchaser and its counsel, and such Voting Agreements shall be in full force and effect. i. Registration Rights Agreement. The Company, the Purchaser and the other stockholders of the Surviving Corporation shall have entered into a Registration Rights Agreement, which shall be in form and substance satisfactory to the Purchaser and its counsel. j. Stockholders Agreement. The Company, the Purchaser and the other Stockholders of the Surviving Corporation shall have entered into a Stockholders Agreement which shall be in form and substance satisfactory to the Purchaser and its counsel. k. Legal and Other Fees. At the Closing, the Company or the Surviving Corporation will pay (a) the legal fees and out-of-pocket expenses of Finn Dixon & Herling LLP, special counsel to the Purchaser, in connection with the negotiation, execution and delivery of the Agreement, the consummation of the Transactions and the negotiation of the documents contemplated in connection with the Transactions, and (b) the Purchaser's reasonable out-of-pocket expenses for due diligence and otherwise in connection with the negotiation, execution and delivery of the Agreement, the Merger Agreement and all related documents and agreements contemplated in connection with the Transactions and with the consummation of the Transactions. l. Consents and Approvals. The Company shall have procured all required governmental and third party consents and approvals required in connection with the issuance and sale of the Securities and the consummation of the Transactions. m. Small Business Concern Documents. The Company and/or the Surviving Corporation, as applicable, shall have executed and delivered to the Purchaser (i) a Size Status Declaration on SBA Form 480, (ii) an Assurance of Compliance on SBA Form 652D and (iii) a written certification from the Company and/or the Surviving Corporation regarding its intended use of the proceeds of this financing, and shall have provided to the Purchaser (i) information necessary for the preparation of a Portfolio Financing Report on SBA Form 1031 and (ii) a list, after giving effect to the transactions contemplated by the Agreement, of (a) the name of each of the directors of the Company and the Surviving Corporation, (b) the name and title of each of the officers of the Company and the Surviving Corporation, and (c) the name of each of the stockholders of the Company and the Surviving Corporation, setting forth the number and class of shares held. n. Reliance Certificates. Each of Herbert Barry and Robert Semel shall have executed and delivered to the Purchaser and to the Company a certificate in the form and substance satisfactory to the Purchaser and its counsel certifying that he has reviewed the representations, warranties and covenants of Uniflex contained in the Merger Agreement and all agreements relating to the Debt Financing and that such representations and warranties are true, correct and complete, and such covenants have been performed, as of the Closing Date. o. Conditions to Merger Agreement. All of the Company's conditions to closing contained in Sections 7.1 and 7.3 of the Merger Agreement shall have been satisfied (and not waived, unless such waiver has been consented to in writing by the Purchaser ). p. Sterling/Carl Marks Agreement. Sterling/Carl Marks shall have purchased, or shall concurrently purchase, 99,075 shares of Uniflex Common stock pursuant to the agreement to be entered into by and between Uniflex and Sterling/Carl Marks which shall be in form and substance satisfactory to the Purchaser and its counsel (the "Sterling/Carl Marks Agreement") and the purchase price of $750,000.00 to be paid by Sterling/Carl Marks shall be available for payment as a portion of the Merger Consideration under the Merger Agreement. q. Allied Agreement. Allied shall have purchased, or shall concurrently purchase, the Senior Subordinated Debentures pursuant to the agreement to be entered into by and between Uniflex and Allied which shall be in form and substance satisfactory to the Purchaser and its counsel (the "Allied Agreement") and the purchase price of $7,000,000.00 to be paid by Allied shall be available for payment as a portion of the Merger Consideration under the Merger Agreement. r. Financing. The terms and conditions for the financing of the Merger and the payment of the Merger Consideration, and the financing of the Surviving Corporation (collectively, the "Financing"), including the Debt Financing and any other credit facilities being provided by senior and/or subordinated lender(s), satisfactory to the Purchaser in its sole discretion, pursuant to a senior loan agreement, a senior subordinated loan or note purchase agreement and all related documents (collectively, the "Loan Documents"), shall be satisfactory to the Purchaser in its sole discretion. Concurrently with the Closing, the Company or the Surviving Corporation, as applicable, shall have borrowed or have available for borrowing, as term loans, the aggregate principal amount of $18,500,000.00, and an additional $5,000,000.00 principal amount as a revolving credit facility. A complete and correct copy of all Loan Documents shall have been delivered to the Purchaser, together with evidence satisfactory to the Purchaser of such borrowings, or the availability thereof, under the Loan Documents, and no other agreements or instruments shall exist relating to the terms of such borrowings. s. Satisfactory Review. The Company, the Purchaser and their respective representatives shall have completed a legal, business, and accounting review of the assets, properties and businesses of Uniflex, with results satisfactory to the Purchaser in its sole discretion. t. Environmental Assessment. The Company shall have received from consultants engaged by the Purchaser and/or the Company an environmental assessment(s) with respect to all owned, leased or other real property currently or previously owned, operated, leased or used by Uniflex or any of its subsidiaries or affiliates, in each case in form and substance satisfactory to the Purchaser. u. Arrangements with Senior Management. The Company shall enter into arrangements reasonably satisfactory to the Purchaser in its sole discretion with each member of senior management identified by the Purchaser. Each member of management of Uniflex designated by the Purchaser shall have delivered to Uniflex a letter indicating that he will not exercise certain rights under his respective employment agreement with Uniflex with respect to change of control payments. v. Consummation of Transactions. The acquisition of the Securities shall be consummated immediately prior to the Effective Time. w. Termination of Existing Arrangements. Each of the existing agreements of Uniflex designated by the Purchaser shall be terminated and of no further force or effect. x. Capitalization of Surviving Corporation. Immediately after the Effective Time, the capitalization of the Surviving Corporation shall be as set forth on Annex I. ANNEX I Uniflex, Inc. Capitalization Table
---------------------------------------------------------------- Voting Control Calculation ---------------------------------------------------------------- Fully Diluted Voting % Non-Voting % Total % Investor Amount Price Shares Shares Voting Shares Non-voting Shares Ownership - --------------------------- ---------- ----- ------------- ------- ------- ---------- ---------- --------- --------- RFE Investment Partners 5,250,000 7.57 693,527 246,729 39.80% 446,798 56.22% 693,527 49.0% CMNY Capital, L.P. 1,834,211 7.57 242,300 86,201 13.90% 156,099 19.64% 242,300 17.1% Sterling/Carl Marks Capital 750,000 7.57 99,075 35,247 5.69% 63,828 8.03% 99,075 7.0% CMCO, Inc. 415,684 7.57 54,912 19,535 3.15% 35,377 4.45% 54,912 3.9% Robert Davidoff 22,301 7.57 2,946 1,048 0.17% 1,898 0.24% 2,946 0.2% ---------- ------------- ------- ------- ---------- ---------- --------- --------- 8,272,196 1,092,760 388,760 62.71% 704,000 88.58% 1,092,760 77.2% Herbert Barry 567,750 7.57 75,000 53,600 8.65% 21,400 2.69% 75,000 5.3% Robert Semel 567,750 7.57 75,000 49,400 7.97% 25,600 3.22% 75,000 5.3% Warner Heuman 567,750 7.57 75,000 51,800 8.36% 23,200 2.92% 75,000 5.3% Elliot Berger 98,410 7.57 13,000 8,200 1.32% 4,800 0.60% 13,000 0.9% Erich Vetter 113,550 7.57 15,000 15,000 2.42% 0 0.00% 15,000 1.1% Lee Cantor 113,550 7.57 15,000 7,100 1.15% 7,900 0.99% 15,000 1.1% Melissa Cantor 113,550 7.57 15,000 7,100 1.15% 7,900 0.99% 15,000 1.1% Hy Brownstein 98,410 7.57 13,000 13,000 2.10% 0 0.00% 13,000 0.9% Neil Sklar 196,820 7.57 26,000 26,000 4.19% 0 0.00% 26,000 1.8% ---------- ------------- ------- ------- ---------- ---------- --------- --------- 2,437,540 322,000 231,200 37.29% 90,800 11.42% 322,000 22.8% ---------- Subtotal 10,709,736 Allied Signal Pension Trust 7.57 0.00 0.00 0.0% 0 0 0 0 Management Options 7.57 0.00 0.00 0.0% 0 0 0 0 ------------- ------- ------- ---------- ---------- --------- --------- 0.00 0.00 0.0% 0.00 0.00 0.00 0.00 Fully diluted shares 1,414,760 619,960 100.0% 794,800 100.0% 1,414,760 100.0% ============= ======= ======= ========== ========== ========= ========= SBIC Ownership 62.7% Warrants 0.0% Options 0.0% Fully-Diluted ------------------------------------------------------------- Voting Non-Voting Management Fully-diluted % Inventor Shares Shares Options Shares Ownership - --------------------------- ----------- --------- ---------- ------------- --------- RFE Investment Partners 246,729 446,798 0 693,527 41.7% CMNY Capital, L.P. 86,201 156,099 0 242,300 14.6% Sterling/Carl Marks Capital 35,247 63,828 0 99,075 6.0% CMCO, Inc. 19,535 35,377 0 54,912 3.3% Robert Davidoff 1,048 1,898 0 2,946 0.2% ----------- --------- ---------- ------------- --------- 388,760 704,000 0.00 1,092,760 65.7% Herbert Barry 53,600 21,400 11,884 86,884 5.2% Robert Semel 49,400 25,600 11,884 86,884 5.2% Warner Heuman 51,800 23,200 0 75,000 4.5% Elliot Berger 8,200 4,800 11,884 24,884 1.5% Erich Vetter 15,000 0 0 15,000 0.9% Lee Cantor 7,100 7,900 11,917 26,917 1.6% Melissa Cantor 7,100 7,900 11,884 26,884 1.6% Hy Brownstein 13,000 0.00 11,884 24,884 1.5% Neil Sklar 26,000 0.00 11,884 37,884 2.3% ----------- --------- ---------- ------------- --------- 231,200 90,800 83,221 405,221 24.3% --------- Subtotal 1,497,981 Allied Signal Pension Trust 0.00 0.00 0.00 83,221 5.0% Management Options 0.00 0.00 0.00 83,221 5.0% ----------- --------- ---------- ------------- --------- 0.00 0.00 0.00 166,442 10.0% Fully diluted shares 619,960 794,800 83,221 1,664,423 100.0% =========== ========= ========== ============= ========= SBIC Ownership Warrants 5.0% Options 5.0%
EX-99.8 8 LETTER AGREEMENT March 5, 1999 Uniflex Acquisition Corp. 36 Grove Street New Canaan, CT 06840 Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger and Recapitalization of even date herewith between Uniflex Acquisition Corp., a Delaware corporation ("Acquirer"), and Uniflex, Inc., a Delaware corporation (the "Company") (as such agreement may be amended from time to time, the "Merger Agreement"; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement) pursuant to which (and subject to the terms and conditions specified therein) Acquirer will be merged with and into the Company (the "Merger"). As a condition to Acquirer entering into the Merger Agreement, Acquirer has required that each Stockholder enter into, and each such Stockholder has entered into, those Voting Agreements, dated as of the date hereof (the "Voting Agreements"). Furthermore, as a condition to entering into a Voting Agreement, each of the parties has required that the other parties execute and deliver this letter agreement (this "Letter Agreement") setting forth certain expectations and understandings of the parties. For purposes hereof, the term "Stockholder" refers to any of the Management Stockholders (as set forth on the signature pages hereto) and any of the Sterling/Carl Marks Investors (as set forth on the signature pages hereto). To implement the foregoing and in consideration of the mutual agreements contained herein, the parties hereby agree as follows: 1. Certain Understandings: (a) Employment Agreements. Each of the parties hereby agrees that it is contemplated that, at the Effective Time, each of the Employment Agreements, dated as of the date hereof, between Acquirer and each of Herbert Barry and Robert K. Semel (the "Employment Agreements"), shall remain in full force and effect in accordance with their terms, unless previously terminated in accordance with their respective terms. -2- (b) Option Agreements. Each of the parties hereby agrees that at or immediately after the Effective Time, the Surviving Corporation will grant the 83,221 options described below to each of the following persons in the amounts set forth opposite such persons' respective names (so long as he or she is then eligible to receive such options under the Surviving Corporation's Stock Option Plan (the form of such Stock Option Plan and the form of option agreement for the Management Stockholders having been circulated among the parties on or prior to the date hereof)): - -------------------------------------------------------------------------------- Recipient No. Shares Vesting Exercise Price - --------- ---------- ------- -------------- - -------------------------------------------------------------------------------- Herbert Barry 11,884 Five Years - equal $7.57 (or 110% Robert K. Semel 11,844 monthly vesting thereof, if required Elliot Berger 11,884 for ISO treatment) Lee Cantor 11,917 Melissa Cantor 11,884 Hy Brownstein 11,884 Neil Sklar 11,884 - -------------------------------------------------------------------------------- (c) Retained Shares. Each of the Stockholders acknowledges and agrees that the shares designated as "Retained Shares" on Schedule I attached hereto shall be treated as Retained Shares for purposes of the Merger Agreement, and, after the Effective Time, shall represent shares of common stock of the Surviving Corporation, all as more fully set forth in the Merger Agreement. (d) Post-Closing Capitalization. Immediately after the Effective Time, the capitalization of the Surviving Corporation will be as set forth on Schedule II attached hereto. (e) Post-Closing Shareholder Arrangements. Each of the parties hereto acknowledges that the forms of stockholders agreement and registration rights agreement of the Surviving Corporation, as circulated among the parties on or prior to the date hereof, will be the stockholders agreement and registration rights agreement among such parties and the Surviving Corporation immediately after the Effective Time (subject to immaterial modifications which do not disadvantage any particular party). (f) Fee to SCM Management LLC. Each of the parties hereto acknowledges that it is contemplated that at the Effective Time, the Surviving Corporation will pay a fee of $499,999.00 to SCM Management LLC in consideration of its services in connection with the Merger. 2. Representation of Acquirer to Stockholders. Acquirer represents and warrants to each of the Management Stockholders as follows: (a) Acquirer was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. -3- (b) As of the date hereof and immediately prior to the Effective Time, except for (i) obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Letter Agreement, and (ii) the Merger Agreement and other agreements or arrangements contemplated by the Merger Agreement or in furtherance of the transactions contemplated thereby, Acquirer has not incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. 3. Information included in Securities Law Filings. (a) Each party shall cooperate with the others in the preparation of the Proxy Statement, the preparation by the appropriate filing parties of the Schedule 13E-3 and the preparation by the appropriate filing parties of any Schedule 13D required under the Exchange Act. Each party shall furnish all information concerning him, her or it required to be included therein and, after consultation with each other, shall respond promptly to any comments made by the SEC with respect to any of the Proxy Statement, the Schedule 13E-3 and any Schedule 13D. (b) Each party agrees that the information supplied or to be supplied by him, her or it in writing for inclusion in the Proxy Statement, the Schedule 13E-3 or any Schedule 13D shall not, at the time the Proxy Statement is mailed or, in the case of any Schedule 13D, upon filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, at the time of the Special Meeting (as defined in the Merger Agreement), as then amended or supplemented, or at the Effective Time, omit to state any material fact necessary to correct any statement originally supplied by such party in writing for inclusion in the Proxy Statement, the Schedule 13E-3 or any Schedule 13D which has become false or misleading. If at any time prior to the Effective Time any event relating to any party or any of its Affiliates, or its Affiliates' respective officers, directors, partners, managers, members or shareholders should be discovered which should be set forth in an amendment of, or a supplement to, such Proxy Statement, Schedule 13E-3 or Schedule 13D, such party shall promptly so inform the Acquirer. 4. Confidentiality; No Hire. (a) Each Management Stockholder agrees that for a period ending five years after the Effective Time, such Management Stockholder will not disclose to any other party (other than in connection with the performance of his duties for the Company), unless required to do so by law, any Confidential Information relating to the Company or to any Subsidiary or Affiliate thereof which information was acquired during the course of such Management Stockholder's relationship with the Company. As used in this Letter Agreement, the term "Confidential Information" means information that is not generally known or available to the public and that is used, developed or -4- obtained by the Company or its Subsidiaries or Affiliates in connection with its businesses, including but not limited to information relating to (i) products or services; (ii) fees, costs or pricing structures; (iii) designs; (iv) computer software, including operating systems, applications or program listings; (v) flow charts, manuals or documentation; (vi) data bases; (vii) accounting or business methods; (viii) inventions, devices, new developments, methods or processes, whether patentable or unpatentable and whether or not reduced to practice; (ix) customers or customer requirements, order levels or projections and customer or client lists; (x) other copyrightable works; (xi) all technology and trade secrets; and (xii) all similar or related information in whatever form. Confidential Information will not include any information that has been published or circulated in a form generally available to, or otherwise known by, the public (other than through the fault of any Management Stockholder) prior to the date any Management Stockholder proposes to disclose or use such information. (b) Each Management Stockholder agrees that for a period ending two years after the Effective Time, without the prior written consent of the Company, neither such Management Stockholder nor any business or enterprise with which such Management Stockholder is associated as an officer, director or controlling shareholder or other investor (in each case, with the power to direct or cause the direction of the management of such business or enterprise) will employ or attempt to employ any employee of the Company or any of its Subsidiaries or joint ventures. (c) For purposes of this Section 4, all references to the Company shall be deemed to include the Surviving Corporation. (d) This Section 4 shall not apply to Herbert Barry and Robert Semel, whose Employment Agreements contain applicable provisions. To the extent that this Section 4 is inconsistent with any written agreement between a Management Stockholder and the Company (an "Existing Agreement"), the Existing Agreement shall be controlling. 5. Further Assurances. From time to time, at the other parties' reasonable request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further reasonable action as may be reasonably necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Letter Agreement. 6. Termination. The obligations of the parties under this Letter Agreement (other than the obligations under Sections 2, 3 and 4, which shall survive the Effective Time) shall terminate upon the earlier of (i) the date the Merger Agreement is terminated in accordance with its terms and (ii) immediately after the Effective Time of the Merger. The termination of this Letter Agreement shall not relieve any party from liability for any breach of this Letter Agreement, any Voting Agreement, either of the Employment Agreements, or any other related agreement or instrument. -5- 7. Miscellaneous. (a) Entire Agreement; Assignment. This Letter Agreement (i) constitutes the entire agreement among the parties with respect to the specific subject matter hereof and supersedes all other prior agreements and understandings, both written and oral (other than Existing Agreements referred to in Section 4), among the parties with respect to the subject matter hereof and (ii) shall not be assigned, by operation of law or otherwise, without the prior written consent of the other parties. This Agreement shall inure to the benefit of the parties hereto and their respective permitted successors and assigns and shall not inure to the benefit of any other Person. (b) Amendments. This Letter Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by (i) Acquirer, (ii) with respect to the Management Stockholders, by Herbert Barry and Robert Semel, and (iii) the holders of a majority of the shares of Common Stock of the Company held by the Sterling/Carl Marks Investors; provided that Acquirer, on the one hand, and any Stockholder, on the other hand, may waive any of his, her or its rights hereunder without obtaining the consent of any other party. (c) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by hand delivery, telegram, telex or telecopy, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any courier service, such as Federal Express, providing proof of delivery. All communications hereunder shall be delivered to the Stockholders at the addresses set forth in the Voting Agreements. All communications hereunder shall be delivered to Acquirer as follows: UNIFLEX ACQUISITION CORP. c/o RFE Investment Partners 36 Grove Street New Canaan, Connecticut 06840 Attention: James A. Parsons -6- c/o CMCO, Inc. 135 East 57th Street New York, New York 10022 Attention: Robert Davidoff copy to: Battle Fowler LLP 75 East 55th Street New York, New York 10022 Attention: Thomas More Griffin, Esq. copy to: Finn Dixon & Herling LLP One Landmark Square Stamford, Connecticut 06901 Attention: Charles J. Downey III, Esq. Any notice to the Management Stockholders shall also be delivered to: Graubard Mollen & Miller 600 Third Avenue New York, NY 10016-2097 Attention: David A. Miller, Esq. or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. (d) Governing Law. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. (e) Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Letter Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Letter Agreement and to enforce specifically the terms and provisions of this Letter Agreement. -7- (f) Counterparts; Facsimile Signatures. This Letter Agreement may be executed in two or more counterparts (which may be by facsimile), each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement. (g) Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Letter Agreement. (h) Severability. Whenever possible, each provision or portion of any provision of this Letter Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Letter Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Letter Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. 8. Definitions; Construction. For purposes of this Letter Agreement: "Affiliate" or "affiliate" shall mean, with respect to any Person, any other Person that, directly or indirectly, controls or is controlled by or is under common control with such Person. As used in this definition of "affiliate", the term "control" and any derivatives thereof mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise. "Person" shall mean an individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity. 9. Stockholder Capacity. Notwithstanding anything herein to the contrary, no person executing this Letter Agreement who is, or becomes during the term hereof, a director or officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer, and the agreements set forth herein shall in no way restrict any director or officer in the exercise of his or her fiduciary duties as a director or officer of the Company. Each Stockholder has executed this Letter Agreement solely in his or her capacity as the record or beneficial holder of such Stockholder's Shares. [Signature Pages Follow] -8- IN WITNESS WHEREOF, Acquirer and each Stockholder have caused this Letter Agreement to be duly executed as of the day and year first above written. ACQUIRER: UNIFLEX ACQUISITION CORP. By: /s/ James A. Parsons Name: James A. Parsons Title: President MANAGEMENT STOCKHOLDERS: /s/ Robert K. Semel Robert K. Semel /s/ Herbert Barry Herbert Barry /s/ Warner J. Heuman Warner J. Heuman /s/ Erich K. Vetter Erich K. Vetter /s/ Elliott L. Berger Elliott L. Berger /s/ Lee B. Cantor Lee B. Cantor -9- /s/ Melissa H. Cantor Melissa H. Cantor /s/ Hy L. Brownstein Hy L. Brownstein /s/ Neil S. Sklar Neil S. Sklar -10- STERLING/CARL MARKS INVESTORS: CMNY CAPITAL, L.P. By: /s/ Robert Davidoff -------------------------- A General Partner CMCO, INC. By: /s/ Robert Davidoff -------------------------- Name: Title: /s/ Robert Davidoff ------------------------------ Robert Davidoff STERLING/CARL MARKS CAPITAL, INC. By /s/ Harvey Granat Name: Harvey Granat Title: President -11- Schedule I Retained Shares --------------- Robert K. Semel 75,000 Herbert Barry 75,000 Warner J. Heuman 75,000 Erich K. Vetter 15,000 Elliott L. Berger 13,000 Lee B. Cantor 15,000 Melissa H. Cantor 15,000 Hy L. Brownstein 13,000 Neil Sklar 26,000 -12- Schedule II Capitalization Table
---------------------------------------------------------------- Voting Control Calculation ---------------------------------------------------------------- Fully Diluted Voting % Non-Voting % Total % Investor Amount Price Shares Shares Voting Shares Non-voting Shares Ownership - --------------------------- ---------- ----- ------------- ------- ------- ---------- ---------- --------- --------- RFE Investment Partners 5,250,000 7.57 693,527 246,729 39.80% 446,798 56.22% 693,527 49.0% CMNY Capital, L.P. 1,834,211 7.57 242,300 86,201 13.90% 156,099 19.64% 242,300 17.1% Sterling/Carl Marks Capital 750,000 7.57 99,075 35,247 5.69% 63,828 8.03% 99,075 7.0% CMCO, Inc. 415,684 7.57 54,912 19,535 3.15% 35,377 4.45% 54,912 3.9% Robert Davidoff 22,301 7.57 2,946 1,048 0.17% 1,898 0.24% 2,946 0.2% ---------- ------------- ------- ------- ---------- ---------- --------- --------- 8,272,196 1,092,760 388,760 62.71% 704,000 88.58% 1,092,760 77.2% Herbert Barry 567,750 7.57 75,000 53,600 8.65% 21,400 2.69% 75,000 5.3% Robert Semel 567,750 7.57 75,000 49,400 7.97% 25,600 3.22% 75,000 5.3% Warner Heuman 567,750 7.57 75,000 51,800 8.36% 23,200 2.92% 75,000 5.3% Elliot Berger 98,410 7.57 13,000 8,200 1.32% 4,800 0.60% 13,000 0.9% Erich Vetter 113,550 7.57 15,000 15,000 2.42% 0 0.00% 15,000 1.1% Lee Cantor 113,550 7.57 15,000 7,100 1.15% 7,900 0.99% 15,000 1.1% Melissa Cantor 113,550 7.57 15,000 7,100 1.15% 7,900 0.99% 15,000 1.1% Hy Brownstein 98,410 7.57 13,000 13,000 2.10% 0 0.00% 13,000 0.9% Neil Sklar 196,820 7.57 26,000 26,000 4.19% 0 0.00% 26,000 1.8% ---------- ------------- ------- ------- ---------- ---------- --------- --------- 2,437,540 322,000 231,200 37.29% 90,800 11.42% 322,000 22.8% ---------- Subtotal 10,709,736 Allied Signal Pension Trust 7.57 0.00 0.00 0.0% 0 0 0 0 Management Options 7.57 0.00 0.00 0.0% 0 0 0 0 ------------- ------- ------- ---------- ---------- --------- --------- 0.00 0.00 0.0% 0.00 0.00 0.00 0.00 Fully diluted shares 1,414,760 619,960 100.0% 794,800 100.0% 1,414,760 100.0% ============= ======= ======= ========== ========== ========= ========= SBIC Ownership 62.7% Warrants 0.0% Options 0.0% Fully-Diluted ------------------------------------------------------------- Voting Non-Voting Management Fully-diluted % Inventor Shares Shares Options Shares Ownership - --------------------------- ----------- --------- ---------- ------------- --------- RFE Investment Partners 246,729 446,798 0 693,527 41.7% CMNY Capital, L.P. 86,201 156,099 0 242,300 14.6% Sterling/Carl Marks Capital 35,247 63,828 0 99,075 6.0% CMCO, Inc. 19,535 35,377 0 54,912 3.3% Robert Davidoff 1,048 1,898 0 2,946 0.2% ----------- --------- ---------- ------------- --------- 388,760 704,000 0.00 1,092,760 65.7% Herbert Barry 53,600 21,400 11,884 86,884 5.2% Robert Semel 49,400 25,600 11,884 86,884 5.2% Warner Heuman 51,800 23,200 0 75,000 4.5% Elliot Berger 8,200 4,800 11,884 24,884 1.5% Erich Vetter 15,000 0 0 15,000 0.9% Lee Cantor 7,100 7,900 11,917 26,917 1.6% Melissa Cantor 7,100 7,900 11,884 26,884 1.6% Hy Brownstein 13,000 0.00 11,884 24,884 1.5% Neil Sklar 26,000 0.00 11,884 37,884 2.3% ----------- --------- ---------- ------------- --------- 231,200 90,800 83,221 405,221 24.3% --------- Subtotal 1,497,981 Allied Signal Pension Trust 0.00 0.00 0.00 83,221 5.0% Management Options 0.00 0.00 0.00 83,221 5.0% ----------- --------- ---------- ------------- --------- 0.00 0.00 0.00 166,442 10.0% Fully diluted shares 619,960 794,800 83,221 1,664,423 100.0% =========== ========= ========== ============= ========= SBIC Ownership Warrants 5.0% Options 5.0%
EX-99.9 9 COMMITMENT LETTER FLEET BANK, NATIONAL ASSOCIATION THE CHASE MANHATTAN BANK 300 Broad Hollow Road 7600 Jericho Turnpike Melville, New York 11747 Jericho, New York 11797 March 5, 1999 Uniflex, Inc. 383 West John Street Hicksville, New York 11802 Uniflex Acquisition Corp. c/o RFE Investment Partners 36 Grove Street, 2nd Floor New Canaan, Connecticut 06840 Re: $23,500,000 Senior Secured Credit Facilities Gentlemen: You have advised us that, through a multistep transaction (the "Transaction"), (i) CMNY Capital, L.P., CMCO, Inc. and Robert Davidoff (the "Carl Marks Group"), (ii) Sterling/Carl Marks Capital, Inc. ("Sterling/Carl Marks"); (iii) Uniflex Acquisition Corp. ("Acquisition Corp."), a corporation owned by RFE VI SBIC, L.P. ("RFE") and (iv) Herbert Barry, Robert Semel, other senior management members and directors of Uniflex, Inc. (the "Management Group") will acquire Uniflex, Inc., a Delaware corporation (the "Borrower") pursuant to the terms and conditions of an Agreement and Plan of Merger and Recapitalization between Acquisition Corp. and Borrower ("Merger Agreement"). You have further advised us that the Transaction will be structured under the Merger Agreement as a merger and recapitalization ("Merger"), pursuant to which (i) Acquisition Corp. will be merged with and into Borrower, with Borrower surviving as the surviving corporation of the Merger; (ii) the common stock of Acquisition Corp. owned by RFE will be converted into shares of common stock of Borrower; (iii) shares of common stock of Borrower owned by the Carl Marks Group, Sterling/Carl Marks and the Management Group aggregating 721,233 shares of Borrower common stock will be retained by the holders in connection with the Merger; (iv) all stockholders of the Borrower (other than holders of retained shares and dissenting shares) shall received $7.57 per share in cash as merger consideration in the Merger; and (v) all holders of options to purchase common stock of Borrower shall receive in the Merger cash per share representing the difference between $7.57 and the per share option exercise price. Upon consummation of the Merger, on a fully diluted basis, RFE will own approximately 41.7%, the Carl Marks Group and Sterling/Carl Marks Group 24.0%, and the Management Group approximately 20% of the outstanding shares of common stock of Borrower. It is intended that the Transaction be recorded as a recapitalization for financial reporting purposes. In order to finance the Transaction, (i) RFE and certain investors will contribute $5,250,000 in cash to Acquisition Corp. in exchange for one hundred (100%) percent of the common stock of Acquisition Corp., (ii) Sterling/Carl Marks shall purchase shares of common stock of the Borrower immediately prior to the Merger for a purchase price of $750,000, (iii) the Borrower will issue $7,000,000 of senior subordinated debentures (the "Senior Subordinated Debentures") and (iv) the Borrower will borrow an additional $20,200,000 under the terms and conditions set forth herein. The Chase Manhattan Bank ("Chase") and Fleet Bank, National Association ("Fleet") are pleased to advise you that attached is a Summary of Terms and Conditions dated the date hereof (the "Term Sheet") of the principal terms and conditions of the proposed commitments in the maximum aggregate principal amount of $23,500,000 (the "Senior Secured Credit Facilities") to be provided to the Borrower by Chase and Fleet (Fleet and Chase, each a "Lender" and, collectively, the "Lenders"). The Senior Secured Credit Facilities shall consist of (i) an $18,500,000 secured six year term loan (the "Term Loan") and (ii) a $5,000,000 secured three year revolving credit loan (the "Revolving Credit Facility"). Each Lender hereby commits to lend its commitment percentage of the Term Loan and the Revolving Credit Facility, in each case, subject to the terms, conditions described herein and in the Term Sheet. Each Lender's commitment percentage shall be fifty (50%) percent. It is a condition to each Lender's commitment hereunder that the portion of the Senior Secured Credit Facilities not being provided by such Lender shall be provided by the other Lender. In connection with the closing of the Senior Secured Credit Facilities, the existing mortgage loan (the "Mortgage Loan") extended by Chase to the Borrower secured by the real property and improvements located at 383 West John Street, Hicksville, New York shall be amended as set forth in the attached Term Sheet, which amendment shall include, among other items, an increase in the fixed interest rate thereof by ninety four (94) basis points. The proceeds of the Term Loan will be used to finance the payment to the shareholders of the Borrower entitled to receive cash for their shares at the effective time of the Merger in accordance with the Merger Agreement governing the Merger (the "Merger Payment"). The proceeds of loans under the Revolving Credit Facility shall be used by the Borrower (i) to finance up to $1,700,000 of the Merger Payment and (ii) for working capital purposes. It is agreed that Chase will act as the sole administrative agent (in such capacity, the "Administrative Agent") and Fleet shall act as the sole documentation agent (in such capacity, the "Documentation Agent") (the Documentation Agent and the Administrative Agent, each an "Agent" and, collectively, the "Agents") for the Senior Secured Credit Facilities. Please note, however, that the terms and conditions of this commitment and undertaking are not limited to those set forth in this letter. Those matters that are not covered or made clear herein 2 or in the attached Term Sheet are subject to mutual agreement of the parties. The terms and conditions of this commitment and undertaking may be modified only in writing. In addition, this commitment and undertaking is subject to: (a) the preparation, execution and delivery of mutually acceptable loan documentation, including a credit agreement incorporating substantially the terms and conditions outlined herein and in the Term Sheet, (b) the satisfactory completion of each Lender's due diligence review of the business and affairs of the Borrower and its subsidiaries, (c) the absence of (i) a material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or any of its subsidiaries, since October 31, 1998 and (ii) any material adverse change in loan syndication or financial or capital market conditions generally from those currently in effect, (d) the accuracy and completeness of all representations that you make to us and all information that you furnish to us in connection with this commitment and undertaking and your compliance with the terms of this letter, (f) no development or change occurring after the date hereof, and no information becoming known after the date hereof that (i) results in or could reasonably be expected to result in a material change in, or material deviation from, the information previously delivered by you or could reasonably be expected to be materially adverse to you or any of your subsidiaries or its subsidiaries or to the Agents or the Lenders, or to the legal tax, accounting or financial aspects of the Transaction, or (ii) has had or could reasonably be expected to have a material adverse effect in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or any of its subsidiaries, and (g) the negotiation and delivery of definitive documentation on or before the date of the funding of the Senior Secured Credit Facilities. In addition, the structure and documentation relating to the Transaction, the organization and structure of the Borrower after giving effect to the Merger, the terms of the Subordinated Debentures, the equity contributions prior to the Merger, the rights of the shareholders of the Borrower after giving effect to the Merger, and the financial, accounting, and tax aspects of the Transactions shall be satisfactory to the Agents. As consideration for the Lenders' commitments hereunder and the agreement you agree to pay the Agents and the Lenders the fees set forth in the Term Sheet as allocated in the Term Sheet. Notwithstanding the foregoing or any provision of this letter or the Term Sheet, in the event the transactions contemplated hereby do not close, in the absence of fraud, misrepresentation, bad faith or willful misconduct on the part of the Borrower, all obligations of the Borrower to pay fees and expenses of the Lenders or to indemnify the Lenders shall be borne by Sterling/Carl Marks and RFE and the Borrower shall have no further obligation with respect thereto. You acknowledge that Chase and Fleet and their respective affiliates (the term "Chase" and "Fleet" being understood to refer hereinafter in this paragraph to include such affiliates) may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein or otherwise. Neither Chase nor Fleet will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or Chase's or Fleet's other relationships with you in connection with the performance by Chase and Fleet of services for other companies, and neither Chase nor Fleet will furnish any such information to other companies. You acknowledge that neither Chase nor Fleet has any obligation to use in connection with the 3 transactions contemplated by this Commitment Letter, or to furnish you, confidential information obtained from other companies. You agree, jointly and severally, (a) to indemnify and hold harmless each of the Lenders, their respective affiliates and their respective officers, directors, employees, agents and advisors from and against any and all losses, claims, damages, liabilities and expenses arising out of or in connection with this letter agreement or the transactions contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether of whether any of such indemnified parties is a party thereto, and to reimburse each of such indemnified parties upon demand for any reasonable legal or other reasonable expenses incurred in connection with investigating or defending any of the foregoing; provided, however, that the foregoing indemnity will not, as to any indemnified party, apply to losses, claims, damages, liabilities or expenses to the extent they have resulted from the willful misconduct or gross negligence of such indemnified party and (b) to promptly reimburse each Lender, and their respective affiliates from time to time on demand for all out-of-pocket expenses, (including, without limitation, the reasonable fees, disbursements and other charges of Farrell Fritz, P.C., counsel for the Agents and the Lenders) incurred in connection with the preparation of this letter and definitive documentation for the Senior Secured Credit Facilities and the other transactions contemplated hereby regardless of whether definitive documentation for the Senior Secured Credit Facilities is executed. If the Term Sheet and this letter correctly set forth your understanding of the terms we have discussed, please indicate your acceptance by signing in the space indicated and returning the original to us. Based upon your acceptance of this letter and Term Sheet, we shall authorize our attorneys to prepare the necessary documentation, the reasonable fees and expenses for which you agree to pay whether or not the transaction is completed. This offer is contingent upon (a) delivery to each Lender of your written acceptance of this letter by March 5, 1999; and (b) the execution of the appropriate final documentation no later than July 30, 1999. 4 We appreciate this opportunity to work with you and look forward to the continued development of our relationship. Very truly yours, FLEET BANK, NATIONAL ASSOCIATION THE CHASE MANHATTAN BANK By: /s/ David M. Saunders By: /s/ Stephen M. Zajac David M. Saunders Stephen M. Zajac Vice President Vice President Accepted and Agreed this 5th day of March, 1999. UNIFLEX, INC. By: /s/ Robert K. Semel Name: Robert K. Semel Title: President UNIFLEX ACQUISITION CORP. By: /s/ James A. Parsons Name: James A. Parsons Title: President 5 With respect to their obligations under the fifth paragraph of this letter only: STERLING/CARL MARKS CAPITAL, INC. By: /s/ Harvey Granat Name: Harvey Granat Title: President RFE VI SBIC, L.P. By: RFE ASSOCIATES VI SBIC, LLC, Its General Partner By: RFE INVESTMENT PARTNERS VI, L.P. Its Sole Member By: RFE ASSOCIATES VI, LLC Its General Partner By: /s/ James A. Parsons Name: James A. Parsons Title: Managing Member 6 UNIFLEX, INC. SUMMARY OF TERMS AND CONDITIONS Capitalized terms not defined herein shall have the respective meanings giving to such terms in the commitment letter to which this Summary of Terms and Conditions is attached March 5, 1999 Borrower: Uniflex, Inc. ("Borrower") Guarantors: All now existing or hereafter created or acquired subsidiaries of the Borrower. All guarantees shall be joint and several irrevocable, unconditional and of payment. Administrative Agent: The Chase Manhattan Bank ("Chase"). Documentation Agent: Fleet Bank, National Association ("Fleet"). Lenders: Fleet and Chase. Closing Date: The date all appropriate documentation is executed by all relevant parties to this transaction, but not later than July 30, 1999. Senior Secured Credit Facilities: i. Revolving Credit A $5,000,000 secured three year revolving credit Facility: facility (the "Revolving Credit Facility"). The Revolving Credit Facility shall have a $500,000 sublimit for standby letters of credit ("Standby Letters of Credit"), letters of credit, wherein the draft is drawn payable on sight or upon presentment ("Sight Letters of Credit") and letters of credit wherein the draft is drawn payable a certain number of days after sight or presentation for acceptance ("Time Letters of Credit") (Standby Letters of Credit, Sight Letters of Credit and Time Letters of Credit, collectively, "Letters of Credit"). The percentage of the Revolving Credit Facility which each Lender agrees to make available to the Borrower will be referred to herein as such Lender's "Commitment Percentage". Each Lender commits to finance $2,500,000 of the Revolving Credit Facility. ii. Term Loan: An $18,500,000 secured six year term loan (the "Term Loan"). Each Lender commits to finance $9,250,000 of the Term Loan. The Revolving Credit Facility and the Term Loan shall be cross- defaulted, cross-collateralized and cross-guaranteed. iii. Letters of Credit: Subject to the terms and conditions to be contained in the Facility Documents, the Administrative Agent shall issue the Letters of Credit at any time prior to expiration of the Revolving Credit Facility with pro rata participation by each of the Lenders in accordance with their respective Commitment Percentage. No Letter of Credit shall have an expiry date later than the third business day preceding the termination date of the Revolving Credit Facility. Drawings under the Letters of Credit shall be reimbursed by the Borrower (whether with its own funds or with proceeds of Revolving Credit Loans) on the same business day; provided, however, Time Letters of Credit shall be reimbursed on the date of payment by the Administrative Agent of the related draft. To the extent that the Borrower does not so reimburse, the Lenders shall be irrevocably and unconditionally obligated to reimburse the Administrative Agent on a pro rata basis. Purposes: The proceeds of the Senior Secured Credit Facilities are to be used exclusively (i) with respect to the Term Loan, to partially finance the payment to the shareholders of the Borrower entitled to receive cash for their shares at the effective time of the Merger in accordance with the agreement governing the Merger (the "Merger Payment"), (ii) with respect to the Revolving Credit Facility (x) to finance up to $1,700,000 of the Merger Payment and (y) to finance the Borrower's and its domestic subsidiaries' working capital requirements, (iii) with respect to Sight Letters of Credit and Time Letters of Credit, to provide the primary payment mechanism in connection with the purchase of any materials, goods or services by the Borrower or its subsidiaries in the ordinary course of business and (iv) with respect to Standby Letters of Credit for purposes in connection with and in the ordinary course of business of the Borrower and consistent with the historical purposes of Standby Letters of Credit issued on the account of the Borrower prior to the date hereof. In addition, the Borrower may use proceeds of the Revolving Credit Facility to finance up to $625,000 of capital expenditures during each fiscal year through its fiscal year ending January 31, 2003, and up to $700,000 of capital expenditures during each fiscal year thereafter. 2 Security: All obligations of the Borrower with respect to the Senior Secured Credit Facilities shall be secured by a (i) first priority security interest in all assets of the Borrower and of all Guarantors, and (ii) a pledge of all of the outstanding capital stock of the Borrower and each of its subsidiaries. The Lenders shall perfect the lien of pledge of the outstanding capital stock of the Borrower by filing UCC-1 financing statements and shall not take possession of such pledged shares. At the request of the Lenders, the share certificates for such pledged shares shall be marked with a legend acceptable to the Lenders indicating that the shares evidenced by such certificates are subject to the lien of a pledge agreement in favor of the Lenders. The Lenders shall perfect the lien of the pledge of the outstanding capital stock of the Borrower's subsidiaries by taking possession of the certificates evidencing such shares. Expiration Date of Three (3) years from the Closing Date (the Revolving Credit Facility: "Revolving Credit Expiration Date"). Term Loan Maturity Six (6) years from the Closing Date (the "Term Loan Date: Maturity Date"). Borrowings Under The Lenders will lend to the Borrower such amounts Revolving Credit Facility: as the Borrower may request from time to time (individually, a "Revolving Credit Loan" or collectively the "Revolving Credit Loans"), which amounts may be borrowed, repaid and reborrowed provided, however, that the aggregate amount of such Revolving Credit Loans outstanding at any one time shall not exceed the lesser of (i) $5,000,000 or, if the Commitments are reduced in accordance with the terms hereof, such lesser aggregate amount as is then in effect or (ii) the Borrowing Base (as defined below). Each Revolving Credit Loan shall be made by the Lenders pro rata, according to their respective Commitment Percentages, and shall be evidenced by a promissory note of the Borrower given to each Lender (a "Revolving Credit Note" or, collectively, the "Revolving Credit Notes") each of which shall mature on the Revolving Credit Expiration Date, at which time the entire outstanding principal balance and all accrued and unpaid interest thereon shall be due and payable. 3 Borrowing Base: Availability under the Revolving Credit Facility shall be subject to a Borrowing Base limitation equal to the sum of 80% of the Borrower's and its domestic subsidiaries' Eligible Accounts Receivable plus 40% of the Borrower's and its domestic subsidiaries' Eligible Inventory. The definition of "Eligible Accounts Receivable" and "Eligible Inventory" will be determined by the Agents upon their completion of their due diligence investigation of the Borrower; provided, however, in any event Eligible Accounts Receivable shall exclude (i) accounts receivable ninety (90) days or greater past due, (ii) foreign accounts receivable, (iii) accounts receivable due from affiliates of the Borrower, and (iv) accounts receivable due from an account debtor if 50% or more of the accounts receivable due from such account debtor are not Eligible Accounts Receivable. The Lenders will reconsider the advance rates specified above based upon the results of collateral audits to be conducted at the Borrower's expense, but shall be under no obligation to change such advance rates. Borrowing of Term Loan: On the Closing Date, provided that all conditions to lending have been satisfied, the Lenders will lend to the Borrower the Term Loan. The Term Loan shall be made by the Lenders pro rata, according to their respective Commitment Percentages and shall be evidenced by a promissory note of the Borrower given to each Lender (a "Term Note" or, collectively, the "Term Notes") each of which shall mature on the Term Loan Maturity Date. Amortization: i. Revolving Credit Interest only with all principal due and payable Facility upon the Revolving Credit Expiration Date. 4 ii. Term Loan The outstanding principal balance of the Term Loan shall be repaid in twenty four (24) consecutive quarterly installments (payable on the last day of each fiscal quarter of the Borrower commencing with (i) if the closing occurs on or before May 31, 1999, the fiscal quarter ending July 31, 1999 and (ii) if the closing occurs on or after June 1, 1999, the fiscal quarter ending October 31, 1999). The amount of each installment is set forth below: Installment Principal Repaid ----------- ---------------- 1-4 $ 400,000 5-8 $ 525,000 9-12 $ 675,000 13-16 $ 850,000 17-20 $1,050,000 21-24 $1,125,000 Amounts repaid in respect of the Term Loan may not be reborrowed. Interest Rates: Each Revolving Credit Loan and the Term Loan shall bear interest (i) at a rate per annum equal to the Prime Rate Option (as defined below) (a "Alternate Base Rate Loan") or (ii) at a rate per annum based upon the LIBOR Rate Option (as defined below) (a "LIBOR Loan"). Alternate Base Rate Loans shall be made in the minimum principal amount of $250,000 and in increased integral multiples of $100,000 and shall be made upon same day notice to the Administrative Agent if the request for such Loan is made to the Administrative Agent before 11:00 a.m. on the date of borrowing. LIBOR Loans shall be made in the minimum principal amount of $1,000,000 and in increased integral multiples of $500,000 and shall be made upon three (3) business days' prior written notice to the Administrative Agent. The outstanding principal balance of any Loan may be converted from the Prime Rate Option to the LIBOR Rate Option, or vice versa provided that LIBOR Loans may only be converted on the last day of the Interest Period applicable thereto. 5 (a) Alternate Base Rate Option. Alternate Base Rate Loans shall bear interest at an annual rate equal at all times to the Alternate Base Rate as quoted by the Administrative Agent plus the Applicable Margin (as defined below). For purposes hereof, "Alternate Base Rate" shall mean, for any day, the higher of (a) the prime rate, the rate publicly announced by the Agent at its principal office from time to time as its prime rate and (b) the Federal Funds Effective Rate in effect from time to time plus one-half of one percent per annum. (b) LIBOR Rate Option. LIBOR Loans shall bear interest, for selected Interest Periods (as described below), at an annual rate or rates equal to the Adjusted LIBOR Rate plus the Applicable Margin (as defined below). LIBOR Loans will be available for interest periods ("Interest Periods") of one, two, three, and six months. No Interest Period may extend beyond the Revolving Credit Termination Date, the Term Loan Maturity Date or the Mortgage Loan Maturity Date, as applicable. The Adjusted LIBOR Rate is the rate per annum (rounded upward, if necessary, to the nearest 1/32 of one percent) for deposits in U.S. dollars in the London interbank market having a maturity equal to the applicable Interest Period which appears on the Telerate Page 3750 as of 11:00 a.m. (London time) on the second business day before (and for value on) the commencement of such Interest Period, such rate to be adjusted for reserve requirements; provided, that if such rate does not appear on the Telerate System on any applicable interest determination date, such rate shall be the rate (rounded upwards as described above, if necessary) for deposits in U.S. dollars for a period substantially equal to the Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of displaying such rates), as of 11:00 a.m. (London Time) on the second business day before the beginning of such Interest Period. If the Applicable Margin changes during an Interest Period for a LIBOR Loan, the interest rate on such LIBOR Loan shall change accordingly. 6 Applicable Margins: i. Revolving Credit The Applicable Margin shall be determined by the Loans and Term Administrative Agent quarterly, within 10 days Loans after receipt by the Administrative Agent of the Borrower's quarterly or annual financial statements, as applicable commencing with financial statements for the fiscal year ending January 31, 2000, together with the compliance certificate required therewith. Until the Administrative Agent's receipt of the Borrower's January 2000 financial statements when due in accordance with the terms of the Credit Agreement, the Applicable Margin shall be 75 basis points with respect to Alternate Base Rate Loans and 250 basis points with respect to Libor Loans. Thereafter, the Applicable Margin shall be determined as follows: (i) If the Borrower's Senior Debt to EBITDA Ratio (as defined below) as of the end of the immediately preceding fiscal quarter is greater than 3.25:1.00, the Applicable Margin shall be: (a) with respect to Alternate Base Rate Loans: 125 basis points; and (b) with respect to LIBOR Loans: 300 basis points. (ii) If the Borrower's Senior Debt to EBITDA Ratio as of the end of the immediately preceding fiscal quarter is less than or equal to 3.25:1:00 but greater than 2.75:1.00, the Applicable Margin shall be: (a) with respect to Alternate Base Rate Loans: 75 basis points; and (b) with respect to LIBOR Loans: 250 basis points. (iii) If the Borrower's Senior Debt to EBITDA Ratio as of the end of the immediately preceding fiscal quarter is less than or equal to 2.75:1:00 but greater than 2.25:1.00, the Applicable Margin shall be: (a) with respect to Alternate Base Rate Loans: 50 basis points; and (b) with respect to LIBOR Loans: 225 basis points. 7 (iv) If the Borrower's Senior Debt to EBITDA Ratio as of the end of the immediately preceding fiscal quarter is less than or equal to 2.25:1.00 but greater than 1.75:1.00, the Applicable Margin shall be: (a) with respect to Alternate Base Rate Loans: 25 basis points; and (b) with respect to LIBOR Loans: 200 basis points. (v) If the Borrower's Senior Debt to EBITDA Ratio as of the end of the immediately preceding fiscal quarter is less than 1.75:1.00, the Applicable Margin shall be: (a) with respect to Alternate Base Rate Loans: 25 basis points; and (b) with respect to LIBOR Loans: 175 basis points. Once determined for a fiscal quarter, the Applicable Margin shall remain in effect until re-determined in accordance with this subparagraph. If the Borrower fails to submit its financial statements and required compliance certificate on the date they are due, the Applicable Margin will be those set forth in (i) above until the financial statements and required compliance certificate are submitted and the respective Applicable Margin is re-determined as set forth above. During the existence of a Default or an Event of Default, the Applicable Margin may be, as a result of changes in the Borrower's Senior Debt to EBITDA Ratio, adjusted upwards but not downwards. 8 The "Senior Debt to EBITDA Ratio" shall mean the ratio of (i) the Borrower's total liabilities for borrowed money (including capital leases) as of the date of determination, less Subordinated Debt to (ii) the EBITDA. For purposes of this Summary of Terms and Conditions, "EBITDA" shall mean the sum, as of the date of determination, of the Borrower's (a) net income, plus (b) interest expense, plus (c) taxes accrued and paid, plus (d) depreciation expense, plus (e) amortization of intangible assets, plus (f) "stay" bonuses to be paid to Herbert Barry or Robert K. Semel during the Borrower's fiscal year ending January 31, 2000 not to exceed $3,400,000 in the aggregate, in each case calculated on a rolling four quarter basis. For purposes of calculating "EBITDA," no effect will be given to a one time expense for "plates and engravings" in an amount equal to $514,000 to be incurred in the first quarter following the closing of the transactions contemplated hereby. Commitment Fee: The Borrower shall pay to the Administrative Agent, for the pro rata distribution to the Lenders, from the Closing Date and for as long as the Revolving Credit Facility remains in effect, on the last day of each calendar quarter, payable in arrears, a commitment fee computed at an annual rate equal to one-quarter of one percent (.25%) per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) on the average daily unused amount of the Revolving Credit Facility. 9 Other Fees: The Borrower shall pay to the Agents for their own account (i) a non- refundable annual Agents' Fee of $15,000 payable on the Closing Date and on each anniversary of the Closing Date during the term of the Senior Secured Credit Facilities, (ii) a non-refundable advisory fee equal to one (1%) percent of the sum of the Revolving Credit Facility plus the Term Loan (less $50,000 to be paid by Acquisition Corp. upon acceptance of the Commitment Letter), which shall be paid on the Closing Date and (iii) a non-refundable mortgage modification and amendment fee in the amount of $20,000 payable on the Closing Date. Acquisition Corp. shall pay a non-refundable advisory fee of $50,000 which shall be payable upon execution of this Commitment Letter. Each of the foregoing fees shall be paid one-half to Chase and one-half to Fleet. The Borrower shall pay a commission on all issued and outstanding Standby Letters of Credit at a per annum rate equal to 2.00% (360 day basis). The Borrower shall pay a commission on all issued and outstanding Sight Letters of Credit and Time Letters of Credit equal to .25% of the amounts drawn under such Letters of Credit. Such commission shall be shared ratably among the Lenders and shall be payable quarterly in arrears in the case of Standby Letters of Credit and on the date of drawings with respect to Sight Letters of Credit and Time Letters of Credit. A fronting fee equal to .125% of the face amount of each Letter of Credit shall be payable on the issuance of such Letter of Credit to the Administrative Agent for its own account. In addition, customary administrative, issuance, amendment, payment and negotiation charges shall be payable to the Administrative Agent for its own account. 10 Payments; Voluntary (a) Payments. All principal payments shall be made Prepayments; to the Administrative Agent, for pro rata Commitment Reductions; distribution to the Lenders. and Mandatory Prepayments: (b) Voluntary Prepayment. Alternate Base Rate Loans may be repaid in whole or in part, at any time without penalty or premium. Such partial prepayments shall be in the minimum principal amount of $250,000 and in increased integral multiples of $100,000 in excess thereof. LIBOR Loans may be prepaid, in whole but not in part, at any time provided the Borrower pays to the Administrative Agent, for distribution to the Lenders, any prepayment indemnity or break funding costs customarily charged by the Lenders in connection with such prepayments. Such prepayments shall be in the minimum principal amount of $1,000,000 and in increased integral multiples of $100,000 in excess thereof. Prepayments of the Term Loan shall be applied to the remaining installments of principal of the Term Loan in inverse order of maturity. Notwithstanding the foregoing, the Borrower shall not be permitted to voluntarily prepay the Term Loan, or any portion thereof, on or prior to January 31, 2001. (c) Revolving Credit Commitment Reductions. The Borrower shall have the right upon three (3) business days prior written notice to the Administrative Agent and the Lenders to reduce commitments in minimum aggregate amounts of $1,000,000. Each such reductions shall be applied to the outstanding commitments of the Lenders, pro rata in accordance with their respective commitment proportions. The Revolving Credit Commitments once reduced may not be reinstated. 11 (d) Mandatory Prepayments: (i) If at any time the aggregate outstanding principal balance of the Revolving Credit Loans exceeds the Borrowing Base as in effect at such time, the Borrower shall immediately prepay the Revolving Credit Loans to the extent necessary to cause compliance with the Borrowing Base. Any such prepayment shall be applied first to Alternate Base Rate Loans and then to LIBOR Loans. (ii) Upon the payment in full of the Term Loan and the Revolving Credit Loans and the termination of the Revolving Credit Commitments, the Borrower shall immediately prepay the Mortgage Loan in full. (iii) The Borrower shall prepay the outstanding amount of the Term Loan in an amount equal to fifty percent (50%) of Excess Cash Flow (to be defined in the Credit Agreement but giving effect to annual changes in working capital of the Borrower determined on an historical basis) for each fiscal year of the Borrower. Such prepayments shall be applied to the remaining installments of principal of the Term Loan in inverse order of maturity. Interest Payments: Interest shall be payable to the Administrative Agent, for pro rata distribution to the Lenders. In the case of the Alternate Base Rate Loans, interest shall be payable monthly in arrears. In the case of the LIBOR Loans, interest shall be payable (i) in the case of Interest Periods of less than three months, at the end of the Interest Period, and (ii) in the case of Interest Periods of three months or greater, quarterly and at the end of the Interest Period. Interest shall be calculated on the principal balance of the Loan outstanding from time to time and based upon the actual number of days elapsed divided by 360. 12 Default Rate: Upon the occurrence and during the continuance of a default or Event of Default, each Loan outstanding (excluding any defaulted payment of principal or interest accruing interest in accordance with the immediately following paragraph) shall at the option of Lenders holding not less than 51% of the commitments under the Senior Secured Credit Facilities bear interest at a rate equal to three percent (3%) above the rate otherwise in effect. Default Interest: At any time the Borrower is in default in the payment of principal or interest or any other amount with respect to the Senior Secured Credit Facilities, the Borrower shall on demand pay interest on such defaulted amount at a rate of 3% per annum above (a) the rate otherwise in effect or (b) if no rate is in effect, the Prime Rate. Conditions of Closing: The usual for credit facilities of these types, those specified below and others to be specified by the Lenders, including but not limited to borrowing certificates; borrowing base certificates; legal opinions; certified copies of corporate documentation; corporate resolutions; incumbency certificates; no default certificate; good standing certificates; satisfactory lien search results; receipt of valid security interests as contemplated herein; due authorization and execution of the Facility Documents; accuracy of representations and warranties; absence of defaults; evidence of authority; government approvals; consents of all persons; compliance with applicable laws; evidence of adequate insurance; review of material loan or credit agreements, lease agreements and other material contracts; absence of material adverse change in business, assets, property, condition, financial or otherwise, or prospects; no pending or threatened material litigation; payment of fees and satisfaction of conditions precedent, all in form acceptable to the Lenders and their counsel. In addition, the Lenders will require the following: 1. receipt and satisfactory review by the Lenders and their counsel of all documents executed in connection with the Transaction, including, without limitation, the merger agreement and the simultaneous closing of the Transaction; 13 2. receipt and satisfactory review by the Lenders and their counsel of employment contracts between the Borrower and Herb Barry and Robert Semel, which contracts shall have minimum terms of 3 years and shall otherwise be on terms satisfactory to the Lenders; 3. results satisfactory to the Lenders of a field examination of the accounts receivable and related books and records of the Borrower and the Guarantors, performed by the Lenders or their designated representatives, with all reasonable expenses of such field examination for the account of the Borrower and the Guarantors; 4. the execution by the Borrower of an amendment to the note and mortgage evidencing the Mortgage Loan with Chase and secured by the real property located at 383 West John Street, Hicksville, New York, (the "Premises"), which amendment shall (i) amend the events of default therein to include a cross- default to the Senior Secured Credit Facilities, (ii) conform financial covenants set forth therein to the financial covenants in the Senior Secured Credit Facilities and (iii) increase the interest rate with respect to the fixed rate by ninety-four (94) basis points. In addition, Fleet shall have executed a fifty (50%) percent risk participation in the Mortgage Loan with Chase in form and substance satisfactory to each Lender; 14 5. receipt and satisfactory review by the Lenders of a consolidated pro forma balance sheet (as of a date not later than fifteen days prior to the Closing Date) of the Borrower and its subsidiaries which is (a) based upon the financial statements of the Borrower as of the period ending October 31, 1998 or, if available, the fiscal year ending January 31, 1999, and (b) which fairly reflects the consummation of the Transaction, prepared in accordance with generally accepted accounting principles; 6. If the transactions contemplated hereby have not yet closed, receipt and satisfactory review by the Lenders within sixty (60) days following April 30, 1999, of consolidated financial statements of the Borrower and its subsidiaries as of such date and for the fiscal period then ended for the fiscal period then ended; 7. results satisfactory to the Lenders of all due diligence investigations of the business, management, financial condition and operations of the Borrower and the Guarantors; 8. receipt and satisfactory review by the Lenders of the most recent audited financial statements, including revised forecasts of balance sheets, income statements, cash flows and supporting schedule of the Borrower and the Guarantors, together with the most recent financial statements for each; 9. receipt and satisfactory review by the Lenders of revised projections (including balance sheets, income statements and statements of cash flows) for the Borrower and the Guarantors for a three year period commencing on the proposed closing date; 10. receipt and satisfactory review by the Lenders of the due diligence report prepared by Arthur Andersen & Co. with respect to the Borrower; 15 11. evidence satisfactory to the Lenders that (i) Acquisition Corp. has received additional contributions to its capital in an aggregate amount of not less than $5,250,000 in cash, (ii) the 322,000 shares of certain senior management, officers and directors of the Borrower and the 300,158 shares of the Carl Marks Group and its affiliates will not be entitled to receive any consideration in connection with the merger of Acquisition Corp. with and into the Borrower, (iii) the Borrower has issued additional shares of its common stock to Sterling/Carl Marks for an aggregate purchase price of $750,000, and (iv) the Borrower has received proceeds from the issuance of Senior Subordinated Debentures in an amount not less than $7,000,000. The Subordinated Debt shall contain subordination provisions, amortization, interest rates, and other covenants and terms satisfactory to the Lenders and their counsel. The covenants in the agreement governing the Subordinated Debt will not be more restrictive than the covenants in the Credit Agreement; 12. receipt and satisfactory review by the Lenders of a Phase I environmental audit of the Premises from Louis Berger & Associates, Inc., together with evidence that the Borrower has received all necessary municipal approvals to maintain the improvements upon the Premises; 13. The Administrative Agent and the Lenders shall have received a certificate signed by each of the President and Chief Financial Officer of the Borrower certifying the solvency of the Company and each of its subsidiaries after giving effect to the Transaction in form and substance satisfactory to the Administrative Agent and the Lenders; 14. Evidence that simultaneously with the making of the Senior Secured Credit Facilities, the Borrower shall affect interest rate, exchange agreements and/or other appropriate interest rate hedging transactions satisfactory to the Lenders for an amount not less than 75% of the principal amount of the Term Loan; and 15. such other documents or information as the Lenders may reasonably request. 16 Facility Documents: The Term Loan and the Revolving Credit Loan will be made pursuant to a credit agreement (the "Credit Agreement") among the Borrower, the Administrative Agent and the Lenders. The Credit Agreement, the Term Notes and the Revolving Credit Notes and all other documents required in connection therewith (the "Facility Documents") will be prepared or reviewed by counsel to the Agents and will be in form and content acceptable to the Agents, the Lenders and their counsel. The Facility Documents will contain certain covenants and conditions affecting the Borrower and the Guarantors, including, but without limitation, usual and customary representations and warranties, affirmative and negative covenants governing the operations of the Borrower and the Guarantors, provisions describing defaults and covenants requiring the reporting of certain financial information. Without limiting the foregoing, the Facility Documents will contain provisions and covenants described below. Representations and Those usual and customary for facilities of this Warranties: size, type and purpose, including, but not limited to, the Borrower's and Guarantor's due organization and good standing, the Borrower's and Guarantor's corporate organization, all documents having been duly authorized, no requirement for any further consents, no contravention of any other Borrower or Guarantor documents, all necessary approvals having been obtained, all loan documents being legal, valid and binding obligations, accuracy of financial statements, solvency, no adverse litigation, payment of all taxes, possession of all required licenses, permits, franchises, etc., Borrower and Guarantor not a party to any adverse agreements, Borrower and Guarantor not engaged in extending credit for purposes of carrying margin stock, Borrower and Guarantor in material compliance with all federal and state laws and regulations, ERISA compliance, environmental compliance, use of proceeds, Year 2000 Compliance and there being no material adverse change in the business, condition (financial or otherwise), operations, performance, properties, prospects of the Borrower or any Guarantor. 17 Affirmative Covenants: Those usual and customary for credit facilities of this size, type and purpose, including, but not limited to, compliance with laws, reporting of financial information, including, but without limitation, the financial reporting requirements set forth below, payment of taxes, maintenance of corporate existence, maintenance of properties and insurance, maintenance of books and records, visitation, compliance with all other agreements, compliance with ERISA, maintenance of all required licenses, permits, becoming Year 2000 complaint, etc. The financial reporting requirements of the Borrower will include, but not be limited to, the following: (i) Annually, within one hundred twenty (120) days after the end of each fiscal year of the Borrower, submission of (A) consolidated fiscal year-end audited and unqualified financial statements of the Borrower and its subsidiaries which shall include balance sheets, income statements and statements of cash flows, each prepared by a nationally recognized accounting firm acceptable to the Administrative Agent and the Lenders, and (B) corresponding consolidating financial statements of the Borrower and its subsidiaries prepared by management of the Borrower, together with a compliance certificate, prepared by the Borrower's auditors, with calculations of the financial covenants; (ii) Promptly, but in any event within sixty (60) days after the end of the second fiscal quarter of the Borrower, submission of the quarter end consolidated and consolidating financial statements of the Borrower and its subsidiaries which shall include balance sheets, income statements and statements of cash flow of the Borrower and its subsidiaries for the quarter and interim fiscal period then ended, with comparative figures for the same fiscal quarter and interim fiscal period for the prior fiscal year and cash flow information for the interim fiscal period then ended with figures for the comparable fiscal period for the prior fiscal year, prepared on a reviewed basis by Borrower's auditors; 18 (iii) Promptly, but in any event within sixty (60) days after the end of each of the first and third fiscal quarters of the Borrower, submission of management prepared quarter-end consolidated and consolidating financial statements of the Borrower and its subsidiaries, which shall include balance sheets, income statements and statements of cash flow of the Borrower for the quarter and interim fiscal period then ended, with comparative figures for the same fiscal quarter and interim fiscal period for the prior fiscal year and cash flow information for the interim fiscal period then ended with figures for the comparable interim fiscal period for the prior fiscal year, accompanied by a compliance certificate prepared by management of the Borrower with calculations of each financial covenant; (iv) Promptly, but in any event within fifteen (15) days after the end of each calendar month and simultaneously with any request for a Revolving Credit Loan, a borrowing base certificate, as of the end of such period, in form satisfactory to the Administrative Agent; (v) Promptly, but in any event within fifteen (15) days after the end of each fiscal quarter of the Borrower a detailed report of accounts receivable and accounts payable agings as of the end of such period for the Borrower and its domestic subsidiaries, in form and substance satisfactory to the Administrative Agent; (vi) If applicable, copies of all annual or quarterly reports, proxy statements, reports on form 8-K and of all final registration statements filed by the Borrower with the Securities and Exchange Commission and, upon the request of any Lender, copies of any other reports filed by the Borrower with the Securities and Exchange Commission; 19 (vii) Promptly, upon the written request therefor, such other financial data or information as the Administrative Agent or any Lender may reasonably request; (viii) Promptly, but in any event within fifteen (15) days after the end of each calendar month a schedule of inventory of the Borrower and each domestic subsidiary certified by the Chief Financial Officer and current as of the last business day of the preceding month, which schedule shall contain a breakdown of such inventory by type, amount and warehouse and production facility location, appropriately completed, all in form satisfactory to the Lenders; (ix) Simultaneously with the delivery of the fiscal year-end financial statements above, a copy of the management letter, if any, prepared by the Borrower's auditors. (x) Promptly, but in any event within thirty (30) days after delivery of the fiscal year-end statements of the Borrower above, a three year projection of the financial condition and results of operation of the Borrower and its subsidiaries on a consolidated and consolidating basis for the next three succeeding fiscal years (which shall include a balance sheet, statement of income, retained earnings and cash flow for each such fiscal year). Negative Covenants: Those usual and customary for credit facilities of this size, type and purpose, including, but not limited to, limitations on liens, limitations on additional indebtedness, limits on lease obligations, limitations on mergers, consolidations and acquisitions of stock or assets, limitations on sales of assets, limitations on investments, limitations on transactions with affiliates, limitations on prepayment of other outstanding debt, limitations on guarantees and other contingent obligations, limitations on dividends and limitations on capital expenditures, limitations on amendments or modifications of subordinated debt, etc. 20 Financial Covenants: Senior Debt to EBITDA - Permit the ratio of Senior Debt to EBITDA as of the end of any fiscal quarter during the period set forth below to be greater than the ratio set forth opposite such period below:
Period Ratio ------ ----- April 30, 2000 through January 30, 2001 3.40:1.00 January 31, 2001 through January 30, 2002 2.90:1.00 January 31, 2002 through January 30, 2003 2.70:1.00 January 31, 2003 through January 30, 2004 2.25:1.00 January 31, 2004 through January 30, 2005 1.75:1.00 January 31, 2005 and thereafter 1.50:1.00
Funded Debt to EBITDA - Permit the Funded Debt to EBITDA as of the end of any fiscal quarter during the period set forth below to be greater than the ratio set forth opposite such period below:
Period Ratio ------ ----- April 30, 2000 through January 30, 2001 4.90:1.00 January 31, 2001 through January 30, 2002 4.00:1.00 January 31, 2002 through January 30, 2003 3.40:1.00 January 31, 2003 through January 30, 2004 2.90:1.00 January 31, 2004 through January 30, 2005 2.50:1.00 January 31, 2005 and thereafter 2.25:1.00
Minimum Debt Service Coverage Ratio - Permit the Minimum Debt Service Coverage Ratio as of the end of any fiscal quarter during the period set forth below to be less than the ratio set forth opposite such period:
Period Ratio ------ ----- July 31, 2000 through January 30, 2001 1.25:1.00 January 31, 2001 and thereafter 1.20:1.00
Debt Service Coverage Ratio shall be defined as EBITDA less unfinanced capital expenditures, less dividends/distributions, less cash taxes accrued and paid divided by the required principal payments on long term debt plus interest made during the prior four quarters calculated on a rolling four quarter basis. 21 Minimum Working Capital Ratio - Permit the Minimum Working Capital Ratio at any time to be less than the ratio set forth below opposite the relevant period:
Period Ratio ------ ----- Closing through January 30, 2001 2.00:1.00 January 31, 2001 through January 30, 2002 2.00:1.00 January 31, 2002 through January 30, 2003 1.50:1.00 January 31, 2003 through January 30, 2004 1.50:1.00 January 31, 2004 and thereafter 1.25:1.00
Working Capital will be defined in accordance with generally accepted accounting principles, consistently applied provided that the aggregate outstanding principal amount of Revolving Credit Loans shall be deemed to constitute short term debt. Capital Expenditures. Permit Capital Expenditures to exceed $1,250,000 in any fiscal year ending on or prior to January 31, 2003 or $1,400,000 in any fiscal year thereafter. Net Worth. Permit Net Worth to be less than ($8,750,000) at any time during the period from the Closing Date through January 31, 2000 and, with respect to each fiscal year thereafter, to be less than actual Net Worth as of the last day of the immediately preceding fiscal year plus $1,000,000. 22 Minimum EBITDA - Permit EBITDA (calculated with respect to each fiscal period set forth below) as of the end of any fiscal period to be less than the amount set forth opposite such fiscal period below:
Period Amount ------ ------ Nine month period ending October 31, 1999 $3,550,000 Twelve month period ending January 31, 2000 $5,300,000 Three month period ending April 30, 2000 $1,500,000
Minimum EBITDA to Interest Expense - Permit the ratio of EBITDA to interest expense, determined on a rolling four quarter basis, for any period to be less than the ratio set forth below opposite such period:
Period Ratio ------ ----- April 30, 2000 through January 30, 2001 2.80:1.00 January 31, 2001 through January 30, 2002 3.20:1.00 January 31, 2002 through January 30, 2003 3.60:1.00 January 31, 2003 through January 30, 2004 4.10:1.00 January 31, 2004 and thereafter 5.00:1.00
The financial covenants shall be calculated on a consolidated basis for the Borrower and its consolidated subsidiaries. Events of Default: Customary for credit facilities of this size, type and purpose, including, without limitation, payment, misrepresentation, covenant, bankruptcy, ERISA, judgments, change of control and cross defaults. Funding and Yield The Facility Documents shall contain provisions Protections: relating to the interest rate option selection funding and yield protection in favor of the Lenders, increased costs suffered by the Lenders and capital requirements imposed on the Lenders, all as are usual and customary for credit facilities of this type and size. 23 Assignments and Assignments must be pro rata and must be to Participations: Eligible Assignees (to be defined in the loan documentation) and in each case, other than an assignment to a Lender or an assignment of the entirety of a Lender's interest in the Senior Secured Credit Facility, in a minimum amount of $5,000,000. Each Lender may grant participations in its Loans and Commitments without the consent of the Agents or the Borrower. Expenses: All fees and expenses of the Agents and the Lenders related to this transaction (including, without limitation, all reasonable out-of- pocket fees and legal fees incurred by the Administrative Agent) and in connection with the enforcement of, and the protection of their rights under, the documentation for the Senior Secured Credit Facilities would be paid by the Borrower whether or not the transaction contemplated hereby is consummated. The transaction documentation will contain indemnification provisions for the benefit of the Administrative Agent and the Lenders customary for transactions of this type. Voting Rights: Amendments and waivers with respect to the Facility Documents shall require approval of Lenders holding not less than 51% percent of the commitments under the Senior Secured Credit Facilities except certain matters customary and usual for transactions of this type for which the approval of all Lenders shall be required. Miscellaneous: (a) Neither any Agent nor any Lender has engaged any broker for the issuance of this Commitment or the making of the Senior Secured Credit Facilities. Neither any Agent nor any Lender shall be required to pay any brokerage fees, commissions or other compensation arising from the issuance of this Commitment or the making of the Senior Secured Credit Facilities, and the Borrower agrees to indemnify and hold harmless each Agent and each Lender against any and all such claims in connection therewith. The Borrower's obligation hereunder shall survive expiration of this Commitment or termination as a result of the closing of the Senior Secured Credit Facilities or otherwise. 24 (b) The Agents' counsel is Farrell Fritz, P.C., EAB Plaza, Uniondale, New York 11556, Telephone No. 516-227-0700. All instruments and documents required hereby evidencing the Senior Secured Credit Facilities or the Notes or relating to the Borrower's capacity and authority to enter into the Senior Secured Credit Facilities and to execute the Facility Documents and such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Agents or their counsel may reasonably request and all procedures connected with the Senior Secured Credit Facilities shall be subject to the approval, as to form and content, of the Agents and their counsel. (c) The documentation for the Senior Secured Credit Facilities will be governed by laws of the State of New York, without giving effect to principles of conflicts of law. (d) The Borrower and each Guarantor will consent to the jurisdiction of New York Federal Courts and New York State Courts in New York County, Nassau County and Suffolk County. (e) The Borrower, each Guarantor, each Agent and each Lender will waive trial by jury. 25 EX-99.10 10 COMMITMENT LETTER March 5, 1999 Uniflex, Inc. 383 West John Street Hicksville, New York 11802 Ladies and Gentlemen: AlliedSignal Inc. Master Pension Trust ("AlliedSignal") is pleased to provide its commitment, subject to the terms and conditions herein, to purchase from Uniflex, Inc. ("Uniflex") up to US$7,000,000 of Senior Subordinated Debentures of Uniflex (the "Debentures"), terms and conditions of the Debentures to be as set forth in the attached "Mezzanine Financing Term Sheet" and as to be more specifically set forth in a detailed purchase agreement and ancillary documents, including, without limitation, a form of debenture and a form of warrant to purchase five percent (5%) of the fully diluted outstanding common shares of Uniflex ("Definitive Documentation"). This commitment is conditional upon (i) completion, with results satisfactory to AlliedSignal, of our due diligence examination of Uniflex, its operations, facilities, financial condition and personnel; (ii) execution and delivery of the Definitive Documentation in form and substance satisfactory to AlliedSignal; (iii) consummation of the merger between Uniflex and Uniflex Acquisition Corp., as contemplated by that certain Agreement and Plan of Merger and Recapitalization dated March 5, 1999; and (iv) $23,500,000 in funds being provided to Uniflex by The Chase Manhattan Bank ("Chase") and Fleet Bank, National Association ("Fleet") pursuant to Senior Secured Credit Facilities as contemplated by the commitment letter from Chase and Fleet to Uniflex of even date herewith. Sincerely, AlliedSignal Inc. Master Pension Trust By: The Northern Trust Company as Trustee for AlliedSignal. Inc. Master Pension Trust - -------------------------------------------------------------------------------- By: /s/ Susan J. Wallace The Northern Trust Company executes this --------------------- instrument as Trustee as aforesaid, and is not to be held liable in its individual capacity Name: Susan J. Wallace in any way by reason of this instrument. --------------------- Title: Second Vice President --------------------- - -------------------------------------------------------------------------------- MEZZANINE FINANCING TERM SHEET Description: $7,000,000 principal amount of Senior Subordinated Debentures of Uniflex, Inc. ("Uniflex" or "Borrower") Purchaser: AlliedSignal Inc. Master Pension Trust Closing: Anticipated June 1999 Debentures: Maturity: 8 years from date of closing Interest Rate: 12.75% Interest Payments: Quarterly Subordination: The right to certain payments under the Senior Subordinated Debentures is subordinate to the debt provided under the Senior Secured Credit Facilities provided by Fleet Bank, National Association and The Chase Manhattan Bank, as to be set forth in a Subordination Agreement . Structure Fee: 1% of the principal amount ($70,000) for documentation, to be paid at the closing. Prepayment: Borrower shall have the right at any time, and in the event of a change of control of Borrower shall have the obligation, to purchase all but not less than all the Senior Subordinated Debentures for the following amounts relative to par, plus accrued and unpaid interest: During the first year after issuance 106.375% During the second year after issuance 105.464% During the third year after issuance 104.553% During the fourth year after issuance 103.642% During the fifth year after issuance 102.732% During the sixth year after issuance 101.821% During the seventh year after issuance 100.911% During the eighth year after issuance 100.000% Warrants: Number of Warrants: Five percent of the fully diluted outstanding common shares of Uniflex at the time of closing. 1 Life: May be exercised at any time until and including the tenth anniversary of closing Exercise Price: $.01 per share Right to Put: Commencing on the day following the eighth anniversary of closing, if the Senior Subordinated Debentures have been repaid in full, the stockholders, including warrant holders, shall have the right to require Uniflex to purchase the shares, warrants and shares underlying warrants as set forth in section 5 of the Stockholders Agreement to be executed at the time of closing. Other Conditions: One seat on the Board of Directors of Uniflex Registration Rights as set forth in the Registration Rights Agreement to be executed at the time of closing This commitment is subject to execution and delivery of definitive documentation acceptable to AlliedSignal Inc. Master Pension Trust and Uniflex, and due diligence including the ability to visit with the management team and tour the facilities. Holders of the Senior Subordinated Debentures will have the right to approve any sale of significant assets of Borrower. Financial Covenants: Note: For the financial covenants, "EBITDA" shall mean the sum, as of the date of determination, of (a) the Borrower's net income, plus (b) interest expense, plus (c) taxes accrued and paid, plus (d) depreciation expense, plus (e) amortization of intangible assets, plus (f) "stay" bonuses to be paid to Herbert Barry and Robert K. Semel during the Borrower's fiscal year ending January 31, 2000 not to exceed $3,400,000 in the aggregate, and (g) no effect will be given to a one-time expense for plates and engraving in an amount equal to $514,000 to be incurred in the first quarter following the closing of the transaction contemplated hereby, in each case calculated on a rolling four quarter basis. Senior Debt to EBITDA The ratio of Senior Debt to EBITDA as of the end of any fiscal quarter during the period set forth below shall not be greater than 2 the ratio set forth opposite such period below:
Period Ratio ------ ----- April 30, 2000 through January 30, 2001 3.75:1.00 January 31, 2001 through January 30, 2002 3.25:1.00 January 31, 2002 through January 30, 2003 3.00:1.00 January 31, 2003 through January 30, 2004 2.50:1.00 January 31, 2004 through January 30, 2005 1.95:1.00 January 31, 2005 and thereafter 1.65:1.00
Funded Debt to EBITDA The ratio of Funded Debt to EBITDA as of the end of any fiscal quarter during the period set forth below shall not be greater than the ratio set forth opposite such period below:
Period Ratio ------ ----- April 30, 2000 through January 30, 2001 5.40:1.00 January 31, 2001 through January 30, 2002 4.50:1.00 January 31, 2002 through January 30, 2003 3.80:1.00 January 31, 2003 through January 30, 2004 3.25:1.00 January 31, 2004 through January 30, 2005 2.75:1.00 January 31, 2005 and thereafter 2.50:1.00
Minimum Debt Service The Minimum Debt Service Coverage Ratio as of the Coverage Ratio end of any fiscal quarter during the period set forth below shall not be less than the ratio set forth opposite such period:
Period Ratio ------ ----- July 31, 2000 through January 30, 2001 1.15:1.00 January 31, 2001 and thereafter 1.10:1.00
Debt Service Coverage Ratio shall be defined as EBITDA less unfinanced capital expenditures, less dividends/distributions, less cash taxes accrued and paid divided by the current portion of required principal payments on long debt plus interest made during the prior four quarters calculated on a rolling four quarter basis. Capital Expenditures. Capital Expenditures shall not exceed $1,325,000 in any fiscal year ending on or prior to January 31, 2003 or $1,500,000 in any fiscal year thereafter. Net Worth. Net Worth shall not be less than ($9,250,000) at any time during 3 the period from the Closing Date through January 31, 2000 and, with respect to each fiscal year thereafter, not less than actual Net Worth as of the last day of the immediately preceding fiscal year plus $900,000. Minimum EBITDA EBITDA (calculated with respect to each fiscal period set forth below) as of the end of any fiscal period shall not be less than the amount set forth opposite such fiscal period below:
Period Amount ------ ------ Nine month period ending October 31, 1999 $3,200,000 Twelve month period ending January 31, 2000 $4,800,000 Three month period ending April 30, 2000 $1,350,000
Minimum EBITDA to The ratio of EBITDA to interest expense, determined Interest Expense on a rolling four quarter basis, for any period shall not be less than the ratio set forth below opposite such period:
Period Ratio ------ ----- April 30, 2000 through January 30, 2001 2.50:1.00 January 31, 2001 through January 30, 2002 3.70:1.00 January 31, 2002 through January 30, 2003 3.25:1.00 January 31, 2003 through January 30, 2004 3.65:1.00 January 31, 2004 and thereafter 4.50:1.00
The financial covenants shall be calculated on a consolidated basis for the Borrower and its consolidated subsidiaries. 4 -----END PRIVACY-ENHANCED MESSAGE-----