-----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, DFMzEH2J7ZGVPz3iULZKV7wz7/8pC7jafSv04W+jyCgJ7Z0/laPxtQgcnsoPjFTe h2fcqJpXCOjcRifTCmXRxQ== 0000950134-03-004179.txt : 20030319 0000950134-03-004179.hdr.sgml : 20030319 20030319165308 ACCESSION NUMBER: 0000950134-03-004179 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030319 GROUP MEMBERS: EDEN VOTING TRUST JAMES B SOMMERS TRUSTEE GROUP MEMBERS: STEPHENS EBC LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDEN BIOSCIENCE CORP CENTRAL INDEX KEY: 0000930095 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 911649604 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59683 FILM NUMBER: 03609469 BUSINESS ADDRESS: STREET 1: 3830 MONTE VILLA PARKWAY CITY: BOTHELL STATE: WA ZIP: 98021-6942 BUSINESS PHONE: 4258067300 MAIL ADDRESS: STREET 1: 3830 MONTE VILLA PARKWAY CITY: BOTHELL STATE: WA ZIP: 98021-6942 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEPHENS GROUP INC CENTRAL INDEX KEY: 0001027804 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 710211822 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 111 CENTER STREET STREET 2: STE 2300 CITY: LITTLE ROCK STATE: AR ZIP: 72201 BUSINESS PHONE: 5015772573 MAIL ADDRESS: STREET 1: 111 CENTER ST STREET 2: STE 2300 CITY: LITTLE ROCK STATE: AR ZIP: 72201 SC 13D 1 d04135sc13d.txt SCHEDULE 13D - ------------------------ ------------------ CUSIP No. 279445100 Page 1 of 10 Pages - ------------------------ ------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO....)* EDEN Bioscience Corporation (Name of Issuer) Common Stock Par Value $0.0025 (Title of Class of Securities) 279445100 (CUSIP Number) David A. Knight, c/o Stephens Group, Inc., 111 Center Street, Little Rock, AR 72201, (501) 377-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 6, 2003 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box | |. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ------------------------ ------------------ CUSIP No. 279445100 Page 2 of 10 Pages - ------------------------ ------------------ SCHEDULE 13D 1 Name of Reporting Persons I.R.S. Identification No. of Above Persons (entities only) Eden Voting Trust, James B. Sommers, Trustee - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) Not applicable - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Arkansas - -------------------------------------------------------------------------------- 7 Sole Voting Power 4,139,333 NUMBER OF --------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY -0- OWNED BY --------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING -0- PERSON --------------------------------------------------- WITH 10 Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,139,333 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 17.0 - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- - ------------------------ ------------------ CUSIP No. 279445100 Page 3 of 10 Pages - ------------------------ ------------------- 1 Name of Reporting Persons I.R.S. Identification No. of Above Persons (entities only) Stephens Group, Inc. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) Not applicable - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [x] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Arkansas - -------------------------------------------------------------------------------- 7 Sole Voting Power 133,333 NUMBER OF --------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY -0- OWNED BY --------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING 133,333 PERSON --------------------------------------------------- WITH 10 Shared Dispositive Power 4,139,333* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,272,666 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [x] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 17.5 - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) HC, CO - -------------------------------------------------------------------------------- *Shares beneficially owned by Stephens-EBC, LLC, of which reporting person is sole managing member. - ------------------------ ------------------ CUSIP No. 279445100 Page 4 of 10 Pages - ------------------------ ------------------ 1 Name of Reporting Persons I.R.S. Identification No. of Above Persons (entities only) Stephens-EBC, LLC - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) Not applicable - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Arkansas - -------------------------------------------------------------------------------- 7 Sole Voting Power -0- NUMBER OF --------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY -0- OWNED BY --------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING -0- PERSON --------------------------------------------------- WITH 10 Shared Dispositive Power 4,139,333* - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,139,333 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [x] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 17.0 - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- *Stephens Group, Inc., as sole managing member, exercises reporting person's dispositive power over these shares. - ------------------------ ------------------ CUSIP No. 279445100 Page 5 of 10 Pages - ------------------------ ------------------ ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the common stock, $.0025 par value per share (the "Common Stock"), of EDEN Bioscience Corporation ("EDEN"), the principal executive offices of which are located at 11816 North Creek Parkway North, Bothell, Washington 98011-8205. This Schedule 13D is being filed to reflect a Voting Trust Agreement among James Sommers as Trustee of the EDEN Voting Trust and Stephens-EBC, LLC, the acquisition of 1.9 million shares of Common Stock (the "Shares") by Stephens-EBC, LLC on March 6, 2003 and the contribution of the Shares and other shares of Common Stock by Stephens-EBC, LLC to the EDEN Voting Trust on March 11, 2003. ITEM 2. IDENTITY AND BACKGROUND (a) Name of reporting persons: EDEN Voting Trust Stephens-EBC, LLC Stephens Group, Inc. (i) James Sommers is the Trustee of the EDEN Voting Trust established by the EDEN Voting Trust Agreement executed by and between Mr. Sommers and Stephens-EBC, LLC on August 30, 2000. Mr. Sommers is a citizen of the United States of America, has a business address of 2148 Rolston Rd., Charlotte, N.C. 28207, and is principally employed as a financial consultant. (ii) Stephens-EBC, LLC, an Arkansas limited liability company, is principally engaged in the business of investing in the Common Stock, and its principal office is located at 111 Center Street, Little Rock, Arkansas 72201. Its sole managing member is Stephens Group, Inc. Its nonmanaging members include certain directors and executive officers of Stephens Group, Inc. and its second tier wholly owned subsidiary, Stephens Inc., and certain other Stephens family interests. (iii) Stephens Group, Inc. is an Arkansas business corporation, engaged in the business of buying, owning, holding and selling investment securities and other assets. Its principal offices are located at 111 Center Street, Little Rock, Arkansas 72201. The voting stock of Stephens Group, Inc. is owned by the following entities, each of which is a trust formed under the laws of the State of Arkansas with a business address c/o Stephens Group, Inc., 111 Center Street, Little Rock, Arkansas 72201: (1) Jackson T. Stephens Trust No. One, Jackson T. Stephens, Trustee. (2) Bess C. Stephens Revocable Trust, Bess C. Stephens, Trustee. (3) Warren A. Stephens Trust No. One, Warren A. Stephens, Trustee. (4) Elizabeth S. Campbell Revocable Trust, Elizabeth S. Campbell, Trustee. (5) Pamela Diane Stephens Trust One, Bess C. Stephens, Pamela Diane Stephens, Elizabeth S. Campbell and W.R. Stephens, Jr., Trustees. (6) W.R. Stephens, Jr. Revocable Trust, W.R. Stephens, Jr. Trustee. The directors and executive officers of Stephens Group, Inc., and their respective principal employments, are: (A) Jackson T. Stephens, Chairman of the Board of Directors of Stephens Group, Inc. - ------------------------ ------------------ CUSIP No. 279445100 Page 6 of 10 Pages - ------------------------ ------------------ (B) Bess C. Stephens, Director of Stephens Group, Inc. (C) Warren A. Stephens, President of Stephens Group, Inc. and President and CEO of Stephens Inc. (D) Wilton R. Stephens, Jr., Director and officer of Stephens Group, Inc. and Stephens Inc. (E) Jon E.M. Jacoby, Director and Executive Vice President of Stephens Group, Inc. and Stephens Inc. (F) Vernon J. Giss, Director of Stephens Group, Inc. (G) W. R. Walker, Director of Stephens Group, Inc. (H) Bill Steve Walker, President and CEO of Stephens Production Company, a division of Stephens Group, Inc. (I) Craig D. Campbell, Director of Stephens Group, Inc. and employee of Stephens Inc. (J) Curtis F. Bradbury, Senior Executive Officer and Chief Operating Officer of Stephens Inc. (K) Douglas H. Martin, Executive Officer of Stephens Group, Inc. (L) Joe T. Ford, Chairman of the Board of Directors of ALLTEL Corporation. Mr. Ford's business address is One Allied Drive, Little Rock, Arkansas 72202. (M) William Johnson, Director of Stephens Group, Inc. Mr. Johnson's business address is Bank of America Plaza, 1901 Main, Columbia, S.C. 29201. Each of the executive officers and directors of Stephens Group, Inc. listed above is a citizen of the United States of America. The persons listed in subsections (A) through (K) above have the business address of Stephens Group, Inc. 111 Center Street, Little Rock, Arkansas 72201. (b) Except as described in (c) below, during the past five years none of the reporting persons or the persons listed as directors, executive officers or shareholders of the reporting persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor been the subject of any civil judgment, decree or order involving any federal or state securities laws or his/her compliance therewith. (c) Stephens Inc., an Arkansas corporation, is a second tier, wholly-owned subsidiary of Stephens Group, Inc. and is a broker-dealer registered with the NASD and a member of the New York Stock Exchange. Stephens Inc. served as an underwriter in the initial public offering of the Common Stock. Stephens Inc. also maintains an inventory of the Common Stock from time to time and is a market maker for the Common Stock. The principal offices of Stephens Inc. are located at 111 Center Street, Little Rock, Arkansas 72201. During the past five years, Stephens Inc. has not been convicted in any criminal proceeding. During the past five years, Stephens Inc. has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws in the following proceedings: (i) In September 2002, the NASD accepted an offer of settlement in which Stephens Inc. consented to the entry of findings that in 2000 and 2001 it did not adequately comply with MSRB Rules G-12 and - ------------------------ ------------------ CUSIP No. 279445100 Page 7 of 10 Pages - ------------------------ ------------------ G-14 regarding the reporting of municipal securities trades to the National Securities Clearing Corporation. Stephens Inc. paid a $1,500 administrative penalty. (ii) On August 13, 1998, Stephens Inc. consented to the entry of a finding by the NASDR that the firm failed to execute seven transaction on behalf of public customers at the best inter-dealer market price as reported by Nasdaq, failed to cross two customer orders with open limit orders which offered better prices, and failed in eight instances to publish immediately bids or offers that reflected the prices and full size of customer limit orders that were at prices which would have improved the firm's bid or offer in certain securities. Stephens Inc. accepted a censure and paid a fine of $5,000. (iii) In the Matter of Stephens Inc., SEC Administrative Proceeding (File No. 3-9781), November 23, 1998; U.S. v. Stephens Inc., Case No. 3:98cv448/RV/MD (N.D. Fla., November 24, 1998). In November 1998, Stephens Inc. entered into settlements concluding investigations conducted by the U.S. Attorney for the Northern District of Florida and the SEC into the firm's municipal finance activities in Florida and Georgia. Pursuant to the terms of the settlement with the U.S. Attorney, Stephens Inc. was held vicariously liable on a civil basis for undisclosed payments made by three former employees to Florida public officials in connection with the pursuit of municipal finance business, and a former employee's failure to disclose payments made to an outside consultant and an employee of another broker dealer in connection with a municipal offering. Stephens Inc. paid a $2.25 million civil penalty to the Department of Justice and approximately $887,000 to three Florida municipal issuers. Pursuant to the settlement with the SEC, the firm consented to findings that three former employees made undisclosed payments to Florida public officials; inaccurate entries were made on the firm's books and records concerning outside municipal finance consultants, expenses charged to issuers, and the improper reimbursement of political contribution made by employees of the firm; and that the firm failed to disclose a commission earned on a guaranteed investment contract purchased by a municipal issuer in connection with an offering underwritten by Stephens Inc. Stephens Inc. was ordered to cease and desist from committing future violations, pay a $2.25 million civil penalty to the SEC, pay $111,019.19 to a municipal issuer, and retain an independent consultant to review the firm's municipal finance policies and procedures. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Stephens-EBC, LLC acquired the Shares with funds in the amount of $1,995,999 advanced from the working capital of Stephens Group, Inc., its sole managing member. ITEM 4. PURPOSE OF TRANSACTION Collectively, Stephens-EBC, LLC and persons who may be considered affiliates of Stephens-EBC, LLC beneficially own approximately 24.6% of the outstanding Common Stock. Stephens Inc., a second tier wholly owned subsidiary of Stephens Group, Inc., the sole managing member of Stephens-EBC, LLC, is an NASD registered broker dealer and desires to engage in certain market making activities and other principal transactions in the Common Stock without the need to deliver a prospectus under current law and regulations. In order to do so, it is necessary that Stephens Inc. not be deemed an "affiliate" under the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). Therefore, Stephens-EBC, LLC entered into the EDEN Voting Trust Agreement with the Trustee on August 30, 2000 because the relationship between it, Stephens Group, Inc., Stephens Inc. and EDEN may create an inference that Stephens Inc. is an "affiliate" of EDEN under the Securities Act and the Exchange Act. Stephens-EBC, LLC contributed the Shares and an additional 559,333 shares of Common Stock to the Voting Trust on March 11, 2003 after acquiring the Shares on March 6, 2003. Stephens-EBC, LLC had previously contributed to the Voting Trust 420,000 shares of Common Stock and 52,500 shares of EDEN Series F Preferred Stock which converted into 1,260,000 shares of Common Stock upon the effective date of the registration statement filed in connection with the initial public offering of EDEN common stock. From time to time, Stephens Inc. may serve as financial advisor or provide other investment banking services to EDEN. Stephens Inc. makes a market in the Common Stock and in this capacity acquires and disposes of securities of EDEN. - ------------------------ ------------------ CUSIP No. 279445100 Page 8 of 10 Pages - ------------------------ ------------------ Mr. Jacoby, a director and executive officer of Stephens Group, Inc. and Stephens Inc., serves on the board of directors of EDEN. Except as set forth above, the reporting persons have no current plans or proposals to effect any transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The following table discloses the ownership of the Common Stock by the reporting persons and their respective directors and executive officers:
Percent of Number of Outstanding Name Shares Shares Voting Power Investment Power - ---- --------- ----------- --------------- ----------------- EDEN Voting Trust 4,139,333 17.0 Sole: 4,139,333 -0- Stephens-EBC, LLC(1) 4,139,333 17.0 -0- Shared: 4,139,333 Stephens Group, Inc.(2) 4,272,666 17.5 Sole: 133,333 Sole: 133,333 Shared: 4,139,333 Jackson T. Stephens Trust No. One -0- -- -0- -0- Bess C. Stephens Revocable Trust -0- -- -0- -0- Warren A. Stephens Trust No. One -0- -- -0- -0- Elizabeth S. Campbell Revocable Trust -0- -- -0- -0- Pamela Diane Stephens Trust One 80,333 0.3 Sole: 80,333 Sole: 80,333 W. R. Stephens, Jr. Revocable Trust 174,667 0.7 Sole: 174,667 Sole: 174,667 Jackson T. Stephens 205,000 0.8 Sole: 205,000 Sole: 205,000 Bess C. Stephens(3) 120,500 0.5 Shared: 120,500 Shared: 120,500 Warren A. Stephens(4) 454,000 1.9 Sole: 450,000 Sole: 450,000 Shared: 4,000 Shared: 4,000 W.R. Stephens, Jr.(5) 310,167 1.3 Sole: 174,667 Sole: 174,667 Shared: 135,500 Shared: 135,500 Jon E.M. Jacoby(6) 626,666 2.6 Sole: 602,166 Sole: 602,166 Shared: 4,000 Shared: 24,500 Vernon J. Giss -0- -- -- -- W.R. Walker -0- -- -- -- Bill Steve Walker -0- -- -- -- Craig D. Campbell(7) 50,000 0.2 Sole: 50,000 Sole: 50,000 Curtis F. Bradbury 10,000 0.0 Sole: 10,000 Sole: 10,000 Douglas H. Martin(8) 40,000 0.2 Sole: 40,000 Sole: 40,000 Joe T. Ford 5,700 0.0 Sole: 5,700 Sole: 5,700 William Johnson -0- -- -- -- James B. Sommers -0- -- -- --
(1) Stephens Group, Inc., as sole managing member, exercises dispositive power over these shares. (2) Includes 4,139,333 shares beneficially owned by Stephens-EBC, LLC as to which Stephens Group, Inc., as sole managing member, exercises dispositive power, and 133,333 shares subject to warrants exercisable by Stephens Group, Inc. within 60 days. (3) Includes 40,167 shares owned by W.R. Stephens Children's Trust and 80,333 shares owned by Pamela Diane Stephens Trust One, as to which Ms. Stephens has shared voting and investment power. (4) Includes 2,000 shares owned by each of Grandchild's Trust One and Grandchild's Trust Three, as to which Mr. Stephens has shared voting and investment power, and includes 125,000 shares owned by Warren A. Stephens Trust, 25,000 shares owned by Warren A. Stephens IRA, and 100,000 shares owned by each of John Calhoun Stephens Trust, Warren Miles Amerine Stephens Trust and Laura Whitaker Stephens Trust, as to - ------------------------ ------------------ CUSIP No. 279445100 Page 9 of 10 Pages - ------------------------ ------------------ which Mr. Stephens has sole voting and investment power. Excludes 10,000 shares owned by Harriet Calhoun Stephens Trust for benefit of Mr. Stephens' wife. (5) Includes 174,667 shares owned by Mr. Stephens' revocable trust. Also includes 40,167 shares owned by W.R. Stephens Jr. Children's Trust, 80,333 shares owned by Pamela Diane Stephens Trust One, 7,500 shares owned by Arden Jewell Stephens Trust and 7,500 shares owned by Witt Stephens III Trust as to which Mr. Stephens has shared voting and investment power. Excludes 200 shares owned by Mr. Stephens' wife. (6) Includes 666 shares owned individually and 45,000 shares owned by Jon Jacoby IRA and 236,500 shares owned by Jacoby Enterprises, Inc. as to which Mr. Jacoby has sole voting and investment power. Also includes 2,000 shares owned by each of Grandchild's Trust One and Grandchild's Trust Three for which Mr. Jacoby serves as co-trustee, and Warren A. Stephens Grantor's Trust and Warren and Harriet Stephens Children's Trust as to which Mr. Jacoby has sole voting and investment power. Also includes 20,500 shares owned by Etablissement Landeco Vaduz as to which Mr. Jacoby has shared investment power pursuant to a power of attorney, and 20,000 shares subject to options exercisable within 60 days. (7) Excludes shares owned by Mr. Campbell's wife, Elizabeth S. Campbell. (8) Includes 30,000 shares owned individually and 10,000 owned by Douglas H. Martin IRA. (b) In addition, Stephens Inc., the second tier wholly owned subsidiary of Stephens Group, Inc., beneficially owns 10,830 shares of Common Stock, representing 1,500 shares held in the market making inventory of Stephens Inc. and 9,330 shares owned by clients in accounts over which Stephens Inc. exercises discretionary trading authority. (c) The Trustee expressly disclaims beneficial ownership of any securities covered by this Schedule 13D. (d) Listed below are transactions in the Common Stock during the past sixty days by the persons and entities listed in Item 2. Unless otherwise indicated all purchases were effected in broker's transactions. (i) Jackson T. Stephens purchased 65,000 shares at $1.395 on February 24, 2003, and 35,000 shares at $1.445 on March 3, 2003. (ii) W.R. Stephens Revocable Trust purchased 5,000 shares at $1.63 on January 28, 2003 and 5,000 shares at $1.63 on January 29, 2003. (iii) Stephens-EBC, LLC purchased the Shares (1,900,000) at $1.05 on March 6, 2003 and contributed the Shares, plus an additional 559,333 shares, to the EDEN Voting Trust on March 11, 2003. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The terms of the Voting Trust Agreement to which Stephens-EBC, LLC is a party provide that the Trustee shall vote the shares of common stock of EDEN held by the voting trust "for" and/or "against" any proposal or other matter submitted to the shareholders of EDEN for approval in the same proportion as the votes cast "for" and "against" such proposal or other matter by all other shareholders, not counting abstentions. Accordingly, the Trustee shall have no discretionary authority to vote the shares. The Voting Trust Agreement further provides that the Trustee shall not abstain from voting any shares of common stock of EDEN held by the voting trust. No person other than the Trustee shall have any voting rights with respect to the shares of common stock of EDEN held by the voting trust. The terms of the Voting Trust Agreement also provide that trust participants may transfer shares of EDEN held by the voting trust to any person that is an "affiliate" of Stephens Inc. under the Act or the Exchange Act only if the shares so transferred remain deposited in and subject to the terms of the voting trust. The trust participants may - ------------------------ ------------------- CUSIP No. 279445100 Page 10 of 10 Pages - ------------------------ ------------------- transfer shares of EDEN held by the voting trust to any person who is not an "affiliate" of Stephens Inc. under the Act or the Exchange Act if the transfer is approved by a majority of the board of directors of EDEN (excluding any member of the board of directors of EDEN who is an affiliate, employee, officer, director, general partner or agent of Stephens Inc. or Stephens Group, Inc.). The trust participants need not obtain this approval of the board of directors of EDEN if the proposed transfer is a sale pursuant to Rule 144 under the Act (treating Rule 144(k) as inapplicable and aggregating all such transfers occurring within any three-month period for purposes of Rule 144(e)) or if the proposed transfer is in connection with a business combination, tender offer or other fundamental corporate transaction under which a third-party acquirer obtains control of EDEN (other than solely through the purchase of the shares held under the voting trust). The Voting Trust Agreement expires on the earlier of (i) ten years, (ii) transfer of all of the shares of common stock of EDEN held by the voting trust under circumstances not requiring such shares to be subject to the Voting Trust Agreement, (iii) delivery of a certificate of Stephens Inc. that Stephens Inc. no longer engages in market-making activities and principal transactions in the common stock of EDEN and will not do so without an opinion of counsel that Stephens Inc. is not an "affiliate" of EDEN under the Act or the Exchange Act, (iv) the delivery of a certificate of Stephens Inc. that a shelf registration statement for EDEN registering the market- making activities and principal transactions of Stephens Inc. has been filed with and declared effective by the U.S. Securities and Exchange Commission and that Stephens Inc. undertakes to deliver a prospectus with the confirmation of each sale by it as principal, or (v) an opinion of counsel that Stephens Inc. would not be deemed an "affiliate" of EDEN under the Act or the Securities Act upon termination of the Voting Trust Agreement. ITEM 7 EXHIBITS 1. Agreement to File Joint Schedule 13D 2. Voting Trust Agreement SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 3/19/03 - --------------------- EDEN Voting Trust Date By: /s/ JAMES B. SOMMERS ---------------------------------------- James B. Sommers, Trustee Stephens Group, Inc. By: /s/ David A. Knight ---------------------------------------- David A. Knight, Vice President Stephens-EBC, LLC By: Stephens Group, Inc. By: /s/ DAVID A. KNIGHT ------------------------------------ David A. Knight, Vice President EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1 Agreement to File Joint Schedule 13D 2 Voting Trust Agreement
EX-1 3 d04135exv1.txt AGREEMENT TO FILE JOINT SCHEDULE 13D EXHIBIT 1 AGREEMENT TO FILE JOINT SCHEDULE 13D Each of the undersigned, being a record owner or "beneficial owner" of the common stock of Power-One, Inc. ("Common Stock"), hereby agrees to jointly file a Schedule 13D with respect to their respective holdings of the Common Stock and to include this agreement as an exhibit to such Schedule 13D. IN WITNESS WHEREOF, each of the undersigned has executed and delivered this agreement as of the 19th day of March, 2003. EDEN Voting Trust By: /s/ JAMES B. SOMMERS ---------------------------------------- James B. Sommers, Trustee Stephens Group, Inc. By: /s/ DAVID A. KNIGHT ---------------------------------------- David A. Knight, Vice President Stephens-EBC, LLC By: Stephens Group, Inc. By: /s/ DAVID A. KNIGHT ------------------------------------ David A. Knight, Vice President EX-2 4 d04135exv2.txt VOTING TRUST AGREEMENT EXHIBIT 2 EDEN VOTING TRUST AGREEMENT THIS EDEN VOTING TRUST AGREEMENT (this "Agreement") is made as of this 30th day of August, 2000 and between James Sommers (the "Trustee"), and the stockholder(s) listed on Exhibit A hereto (each a "Stockholder" and collectively, the "Stockholders"). The term "Stockholders" shall include any additional parties who may become parties hereto. WITNESSETH: WHEREAS, in order to engage in certain market-making activities and other principal transactions in the common stock, par value $0.0025 per share (the "Common Stock"), of Eden Bioscience Corporation, a Washington corporation (the "Corporation"), without the need to deliver a prospectus under current law and regulations, Stephens Inc. desires not to be deemed an "affiliate" of the Corporation under the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); WHEREAS, the relationships among the Stockholders, Stephens Inc. and the Corporation may create an inference that an affiliation might exist; WHEREAS, the Stockholders believe it is in their best interests that Stephens Inc. engage in market-making activities and other principal transactions in the Common Stock from time to time; WHEREAS, each Stockholder owns certain shares of Common Stock of the Corporation (the "Stock") set forth on Exhibit A hereto and believes it is in their best interests to enter into the Agreement so as to facilitate such activities by Stephens Inc.; and WHEREAS, the Trustee desires to serve as trustee of the voting trust created hereby. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants and agreements set forth herein, the parties hereby agree as follows: 1. Creation of Voting Trust. Subject to the terms and conditions hereof, a voting trust in respect of the Stock (the "Voting Trust") is hereby created and established, and the Trustee hereby accepts the trust created hereby and agrees to serve as trustee hereunder. 2. Deposit and Transfer of Stock: Voting Trust Certificates. (a) Deposit of Stock. Simultaneously with the execution and delivery of this Agreement, each Stockholder has duly and validly assigned and delivered to the Trustee all of the shares of Stock, represented by a certificate or certificates duly and validly endorsed in blank, and accompanied by instruments of transfer sufficient to enable the shares of Stock to be transferred to the name of the Trustee not in its individual capacity, but solely as Trustee. (b) Transfer of Stock to Trustee. All certificates deposited with the Trustee pursuant to Section 2(a) hereof shall be surrendered to the Corporation for cancellation, and new certificates for the shares of Stock shall be issued in the name of the Trustee, as trustee under this Agreement. (c) No Sale of Stock by Trustee/Pledge of Stock by Stockholder. The Trustee shall have no authority to sell or otherwise dispose of or encumber any of the Stock deposited pursuant to the provisions of this Agreement, except as explicitly provided herein. Nothing herein shall prevent a Stockholder from encumbering the Stock owned by it and held under the Voting Trust. In the event a Stockholder desires to pledge any of its shares of the Stock the Stockholder shall direct the Trustee in writing, and the Trustee shall be obligated to cooperate reasonably with such Stockholder, including pledging and delivering or causing to be delivered a share certificate for shares of the Stock corresponding to the number of shares in the Voting Trust pledged by such Stockholder. The Trustee shall have no duty to follow the instructions or advice of any pledgee. (d) Voting Trust Certificates. On receipt by the Trustee from the Corporation of a certificate or certificates, in the name of the Trustee, representing the Stock, the Trustee shall hold such certificate(s) subject to the terms of this Agreement, and thereupon shall issue and deliver to each Stockholder, voting trust certificates (each hereinafter referred to as a "Voting Trust Certificate" and together the "Voting Trust Certificates") for the Stock deposited hereunder by each Stockholder. The Voting Trust Certificates shall be in substantially the form of Exhibit B attached hereto and shall bear the following legend: THIS VOTING TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. (e) Transfer of Voting: Trust Certificates. The Voting Trust Certificates issued and delivered hereunder may not be transferred by the Stockholders. (f) Replacement of Certificates. If a Voting Trust Certificate shall become mutilated or be destroyed, stolen or lost, the Trustee, in its discretion, may issue a new Voting Trust Certificate of like tenor and denomination in exchange and substitution for and on cancellation of the mutilated Voting Trust Certificate, or in substitution of the Voting Trust Certificate so destroyed, stolen o lost. The applicant for a substitute Voting Trust Certificate shall furnish to the Trustee evidence of the destruction, theft or loss of the Voting Trust Certificate satisfactory to it in its discretion. The applicant shall also furnish indemnity satisfactory to the Trustee and to its agents. 3. Concerning the Trustee. (a) Voting and Other Actions by Trustee. During the term of this Agreement and so long as the Trustee shall hold shares of Stock pursuant to this Agreement: (i) The Trustee shall vote the Stock deposited hereunder, or give written consents in lieu of voting thereon, in person or by proxy at any and all meetings of the shareholders of the Corporation, or when such consents are given in lieu of such meetings, for whatsoever purpose called or held, and in any and all proceedings, whether at a meeting of the shareholders or otherwise, wherein the vote or written consent of shareholders may be required or authorized by law; (ii) The Trustee shall vote the Stock "for" and/or "against" any proposal or other matter submitted to the shareholders of the Corporation for approval, including the election of directors, in the same proportion as the votes cast "for" and "against" such proposal or other matter by all other shareholders, not counting abstentions, and the Trustee shall not abstain from voting any shares of the Stock; (iii) No person other than the Trustee shall have any voting right in respect of the Stock; (iv) The Stock shall be held by the Trustee for the benefit of the Stockholders subject to the terms of this Agreement, and the Stockholders shall retain the right to exercise conversion rights and to receive dividends and distributions with respect to the Stock as described in Section 4 hereof; (v) The Trustee shall have no pecuniary interest in the Stock, which interest shall reside with the Stockholders; and (vi) Notwithstanding that the Trustee shall vote a substantial number of shares of the Common Stock of the Corporation, the Trustee shall have no duty or obligation to supervise, oversee, monitor, or in any other way manage or become involved in the day-to-day operations of the Corporation, and such duties and obligations shall reside solely with the board of directors and officers of the Corporation. (b) Delegation of Duties. The duties, responsibilities and obligations of the Trustee shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. The Trustee shall not be subject to, nor required to comply with, any other agreement between or among any or all of the Stockholders or to which any Stockholder is a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any Stockholder or any entity acting on its behalf. The Trustee shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. (c) Compensation of Trustee. Stephens Inc. shall pay the Trustee a non-refundable annual fee of $10,000.00, payable upon execution of this Agreement and thereafter on each anniversary date of this Agreement. (d) Expenses of Trustee: Indemnification. The Trustee is expressly authorized to incur and pay all reasonable charges and other expenses which it may deem necessary and proper in the performance of its duties under this Agreement, including the reasonable compensation and the expenses and disbursements of its agents and counsel. Stephens Inc. agrees to indemnify the Trustee and its agents against all claims, reasonable costs of defense of claims (including reasonable attorneys' fees and disbursements), expenses and liabilities incurred by the Trustee arising out of or in connection with the administration of the Voting Trust, including the reasonable costs and expenses of defense against any claim or liability in connection with the exercise or performance of its powers or duties hereunder, except in any case in which the Trustee acted with gross negligence, willful misconduct or bad faith. Stephens Inc. shall be responsible for and shall reimburse the Trustee upon demand for all expenses, disbursements and advances incurred or made by the Trustee in connection with this Agreement. The provisions of this Section 3(d) shall survive termination of this Agreement and the resignation or removal of the Trustee. (e) Liability of Trustee. The Trustee shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. The Trustee shall be free from liability in acting upon any paper, document or signature believed by it to be genuine and to have been signed by the proper party. The Trustee shall not be liable for any error in judgment or for any act taken or omitted to be taken, or for any mistake of fact or law, or for anything for which it may do or refrain from doing in good faith, except that the Trustee shall be liable for its gross negligence, willful misconduct or bad faith. (f) Term. The Trustee shall serve as trustee hereunder during the entire term of this Agreement or until its earlier resignation or removal. (g) Resignation of Trustee. The Trustee may resign by giving thirty (30) days advance written notice of its resignation to the Stockholders. (h) Removal of Trustee. The Trustee shall be subject to removal by the affirmative vote of Stockholders owning a majority of the Stock held under this Voting Trust Agreement only if the Trustee (i) materially breaches the terms of this Voting Trust Agreement, (ii) is (if an individual) found to be incompetent, or (iii) becomes the subject of an order for relief on a proceeding under the federal bankruptcy laws or other similar laws. (i) Death of Trustee. The rights and duties of the Trustee hereunder shall terminate on the death of an individual Trustee and no interest in any of the property owned or held by the Trustee nor any of the rights or duties of the Trustee may be transferred by will, devise, succession or in any manner except as provided in this Agreement. The heirs, administrators and executors of the Trustee shall, however, have the right to convey any property held by the Trustee to the successor Trustee. (j) Successor Trustee. In the event of the resignation, removal or death of the Trustee, the Trustee shall be succeeded by a successor Trustee, designated by Stockholders who shall not be a Stephens Party (as defined in Section 5(a)). Any successor Trustee shall succeed to all of the rights and obligations of the Trustee hereunder. The Trustee shall not be liable for the selection of a successor Trustee hereunder. Upon receipt of the identity of the successor Trustee, the Trustee shall either deliver the property then held hereunder to the successor Trustee, less Trustee's fees, costs and expenses or other obligations owed to the Trustee, or hold such property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon delivery of the property to successor Trustee, the Trustee shall have no further duties, responsibilities or obligations hereunder. 4. Rights and Duties of Stockholders. (a) Cash Dividends. The Stockholders shall be entitled to receive from time to time payments equal to the amount of cash dividends, if any, collected or received by the Trustee with respect to the shares of Stock in proportion to their respective interests in the Voting Trust. These payments shall be made as soon as practicable after the receipt of the dividends at the risk and expense of the Stockholder. (b) Share Dividends. If the Trustee receives any additional shares of capital stock of the Corporation as a dividend or other distribution with respect to any shares of Stock, the Trustee shall hold such shares subject to this Agreement for the benefit of the Stockholders in proportion to their respective interests, and the shares shall become subject to all of the terms and conditions of this Agreement to the same extent as if they were originally deposited hereunder. The Trustee shall issue Voting Trust Certificates in respect of these shares to the Stockholders of record at the close of business on the record date determined pursuant to the provisions of Section 4(d). (c) Other Distributions to Stockholders/Conversions. If at any time during the continuation of this Agreement, the Trustee shall receive or collect any moneys through a distribution by the Corporation to its shareholders, other than in payment of cash dividends, or shall receive any property (other than shares of capital stock of the Corporation) through a distribution by the Corporation to its shareholders, the Trustee shall promptly distribute such money or other property to the Stockholders, in proportion to their respective interests, registered at the close of business on the record date determined pursuant to the provisions of Section 4(d). If any Stock held under this Agreement shall have conversion rights, the Trustee shall exercise such conversion rights as directed by the Stockholder or Stockholders that contributed the Stock that carries such rights, and the resulting Stock shall continue to be held under this Agreement for the account of such Stockholder or Stockholders. (d) Record Date for Distributions. The date fixed by the Board of Directors of the Corporation for closing the transfer books of the Corporation shall constitute the record date for the determination of the Stockholders entitled to receive the payment or distribution of dividends or the distribution of rights. (e) Acquisition of Additional Shares. At such time as a Stockholder acquires additional shares of stock of the Corporation, other than pursuant to Section 4(b), or disposes of shares of stock of the Corporation in accordance with the terms of Section 5(a), such Stockholder shall promptly notify Stephens Inc., to the attention of Warren A. Stephens and David A. Knight, of such acquisition or disposition. (f) Amendment of Schedule 13D. Each Stockholder shall take any and all reasonable action necessary to assist the Trustee in filing a prompt Schedule 13D with the U .S. Securities and Exchange Commission to reflect the arrangements set forth herein. 5. Transfer of the Stock. (a) Permitted Sale/Transfer. Except as provided below, no sale or transfer of Stock held under this Voting Trust is permitted during the term of this Voting Trust. Nothing herein shall restrict the rights of Stockholders to sell or transfer all or any shares of the Stock to any person other than Stephens Inc. or any person, firm or corporation that is an "affiliate" of Stephens Inc. under the Securities Act or the Exchange Act (Stephens Inc. and each such person, firm or corporation being hereinafter referred to as a "Stephens Party"); provided, however, that any such sale or transfer must have the consent of the Corporation, such consent to be evidenced by either the consent of a majority of the Board of Directors of the Corporation (excluding for such purposes Jon E.M. Jacoby , and any members of the Corporation's Board of Directors who are affiliates, employees, officers, directors, general partners or agents of either Stephens Inc. or Stephens Group, Inc.) or a registration statement filed by the Company with the SEC disclosing such proposed sale or transfer, except for (i) bona fide gifts or charitable donations of such shares or (ii) sales or transfers (a) permissible under Rule 144 under the Securities Act (provided that such sales comply with the provisions of subparagraphs (d), (e) and (f) of Rule 144 and that all sales or transfers by all Stockholders occurring within any three- month period shall be aggregated for purposes of determining the applicable volume limitation under Rule 144(e)) or (b) in connection with a business combination, tender offer or other fundamental corporate transaction under which a third-party acquiror obtains control of the Corporation (other than solely through the purchase of the Stock). Notwithstanding the foregoing, any Stockholder may sell or transfer all or any portion of the Stock to a Stephens Party, but only if the shares of Stock so transferred remain deposited in and subject to the terms of this Voting Trust, in which case the transferee shall execute the Consent attached hereto as Exhibit C and will be deemed a Stockholder, and the Trustee will issue to the transferee one or more Voting Trust Certificates in respect thereof. Notwithstanding the foregoing, the Stockholders may accept the imposition of transfer restrictions on the Stock in addition to those set forth herein, and will deliver to the Trustee copies of any such restrictions. The Trustee shall have no duties or responsibilities with respect to such other restrictions. (b) Procedure for Effecting Sale or Transfer of Stock. Upon the sale or transfer of all or any portion of the Stock, the transferring Stockholder shall deliver to the Trustee (i) a notice specifying the number of shares transferred and a representation that the transfer may be effected under any restrictions on transfer not set forth herein and, in the case of a transfer under which the shares transferred will not remain subject to the Voting Trust, a notice specifying to whom delivery of certificates representing such shares, duly endorsed by the Trustee in blank, shall be delivered, together with a written representation on the part of the transferring Stockholder that such transfer is in accordance with the requirements of Section 5(a} above, and (ii) if the transferee's shares will be subject to the Voting Trust and bound by the terms of this Agreement, an executed counterpart signature page to this Agreement executed by the transferee under which the transferee consents to being deemed a Stockholder hereunder for all purposes. The Stockholder's or transferee's failure to deliver an executed counterpart signature page in no way limits or affects the application of the Voting Trust or the terms of this Agreement to a transferee or its shares if by the terms hereof such shares are to be subject to the Voting Trust. The Trustee will have no duty to determine whether any transfer is in accordance with the requirements of Section 5(a) above, but shall be permitted to rely upon the written advice of the Stockholder and of Stephens Inc. In the case of a transfer of shares to a transferee who will not be required to maintain the shares in the Voting Trust, upon receipt of all required documentation from the transferring Stockholder and the written advice of the Stockholder and Stephens Inc. the Trustee shall request that the Corporation deliver or cause to be delivered the appropriate number of shares of Stock as instructed. Transferred shares not required to be subject to the Voting Trust will be free of any restrictions under this Agreement. 6. Term of Voting Trust Agreement. (a) Irrevocability of Trust. The Voting Trust created by this Agreement is declared expressly irrevocable except as otherwise specifically stated herein. (b) This Agreement and the Voting Trust and transfer restrictions created hereby shall terminate upon the first to occur of: (i) the expiration of ten (10) years from the date hereof; (ii) the sale or transfer of all of the Stock to transferees under circumstances in which no shares of the Stock are required to be subject to the Voting Trust in accordance with Section 5 of this Agreement; (iii) delivery to the Trustee of a certificate of Stephens Inc., in form and substance satisfactory to the Trustee, that Stephens Inc. no longer engages in market-making activities and other principal transactions in the Common Stock of the Corporation and will not so engage until it has received a written opinion of nationally recognized securities counsel that Stephens Inc. will not be deemed an "affiliate" of the Corporation under the Securities Act or the Exchange Act; (iv) delivery to the Trustee of a certificate of Stephens Inc., in form and substance satisfactory to the Trustee, that a shelf registration statement for the Corporation registering the market-making activities and other principal transactions of Stephens Inc. has been filed with and declared effective by the U.S. Securities and Exchange Commission and that Stephens Inc. undertakes to deliver a prospectus with the confirmation of each sale by it as principal; (v) delivery to the Trustee of a written opinion of nationally recognized securities counsel, in form and substance satisfactory to Stephens Inc. and the Trustee, that after giving effect to termination of the Voting Trust Stephens Inc. will not be deemed an "affiliate" of the Corporation under the Securities Act or the Exchange Act; or (vi) the failure of the Corporation to effect a sale of its Common Stock to the public in a registered, underwritten initial public offering of such Common Stock on or before January 1, 2001. (c) Return of Stock Certificates After Termination. As soon as practicable after the termination of this Agreement, upon payment by Stephens Inc. of a sum sufficient to cover any governmental charge on the transfer or delivery of the certificates for shares of Stock that remained subject to the Voting Trust immediately prior to the termination of this Agreement, the Trustee shall deliver to the Stockholders (or their designees) certificates representing the number of shares of Stock to which they are entitled in accordance with their respective interests subject to the Voting Trust immediately prior to the termination of this Agreement or shall direct the Corporation to deliver or cause to be delivered the appropriate certificates to the Stockholders. 7. Records and Books. (a) Record of Shares. The Trustee shall maintain a record of all stock certificates of the Corporation which are transferred to the Trustee. The Trustee shall receive and hold the new stock certificates issued by the Corporation in the name of the Trustee and shall maintain a record indicating the date of issuance of the certificates, the certificate numbers, the name of the Stockholders whose shares are represented by such certificates, the date of receipt of the certificates, and the place in which the certificates are held by it. (b) Record of Voting Trust Certificates. The Trustee shall keep a record of the holders of Voting Trust Certificates, which record shall indicate the names and addresses of all such holders and the number of shares of Stock in respect of which the Voting Trust Certificate held by each is issued, and shall deposit a copy of such record with the Corporation at its registered office or principal place of business. (c) Other Records. The Trustee shall maintain such other records and books as to enable it to carry out the terms and provisions of this Agreement. (d) Inspection of Records. Pursuant to Section 218 of the Delaware General Corporation Law, this Agreement and the record of the Stockholders maintained by the Trustee shall be subject to the same right of examination by a shareholder of the Corporation, in person or by agent or attorney, as are the books and records of the Corporation under applicable laws and the Certificate of Incorporation and Bylaws of the Corporation. 8. Miscellaneous. (a) Additional Actions. Each of the parties hereto agrees to take or cause to be taken such further actions, to execute and deliver or cause to be executed and delivered such further instruments and to use their reasonable best efforts to obtain such requisite consents as any other party may from time to time reasonably request in order to fully effectuate the purposes, terms and conditions of this Agreement. (b) Notices. All notices and other communications given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or mailed by first class, registered mail, postage prepaid, or by facsimile transmission, telegram or overnight courier and addressed to the parties at their addresses shown below: (i) If to Trustee: James Sommers 237 Cherokee Road Charlotte, North Carolina 28207 (ii) If to Stephens Inc.: Stephens Inc. 111 Center Street Little Rock, Arkansas 72201 Attention: David A. Knight (iii) If to any Stockholder: to such stockholder in care of Stephens Inc. 111 Center Street Little Rock, Arkansas 72201 Such Stockholder's address as it appears in the records of the Trustee as furnished to the Trustee by such Stockholder in writing or to such other address as any of them by written notice to the others may from time to time designate. Each notice or other communication which shall be personally delivered, mailed, telecopied or couriered in the manner described above, or which shall be delivered to a telegraph company, shall be deemed sufficiently received for all purposes at such time as it is delivered to the addressee (with any return receipt or delivery receipt being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation. (c) Severability. If any part of any provision of this Agreement or any other agreement, document or writing given pursuant to or in connection with this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provisions or the remaining provisions of said agreement. (d) Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, devisees, executors, administrators, legal representatives, successors and assigns. (e) Amendment. No amendment or modification of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in a writing duly executed by the party against whom enforcement of the amendment, modification or waiver is sought. (f) Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as identity of the person or entity may require. (g) Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose and shall not in any way define or affect the meaning, construction or scope of ally of the provisions hereof. (h) Execution in Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this agreement to produce or account for more than a number of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all the parties hereto. (i) Stockholder Representations. Each Stockholder hereby represents and warrants (a) that this Agreement has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and binding obligation and (b) that the execution, delivery and performance of this Agreement by the Stockholder does not and will not violate any applicable law or regulation. IN WITNESS WHEREOF, the parties hereto have duly executed this Voting Trust Agreement, or have caused this Voting Trust Agreement to be duly executed on their behalf, as of the day and year first hereinabove set forth. TRUSTEE: /s/ James B. Sommers -------------------------------------------- STEPHENS-EBC LLC BY: /s/ David A. Knight ----------------------------------------- Name: David A. Knight --------------------------------------- Vice President, Stephens Group, Inc. Manager --------------------------------------- EXHIBIT A Stephens-EBC LLC 420,000 shares of common stock 52,500 shares of Series F Preferred Stock EXHIBIT B EDEN VOTING TRUST CERTIFICATE THIS EDEN VOTING TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. NO. E- ---- This certifies that the undersigned Trustee has received certificates representing __________ shares of Common Stock, par value $0.0025 per share and _____ shares of Series F Preferred Stock (the "Shares"), of Eden Bioscience Corporation (the "Corporation") from Stephens Group, Inc. (hereinafter referred to as the "Holder"), duly endorsed in blank or to the undersigned Trustee on the following terms and conditions pursuant to the Eden Bioscience Voting Trust Agreement, dated ________ ___, 2000 (the "Voting Trust Agreement") among the Trustee, Stephens-EBC LLC and additional parties who may become parties thereto. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Voting Trust Agreement. VOTING RIGHTS The undersigned Trustee during the term of the Voting Trust Agreement is the owner of the Shares for all purposes relating to the Voting Trust Agreement and in all matters of the Corporation for which the shares may be voted. The Trustee shall exercise voting rights in respect of the Shares as provided in the Voting Trust Agreement. No voting rights of the shares of the Corporation are granted by this Certificate and only those rights provided to the holders of Voting Trust Certificates in the Voting Trust Agreement are represented by this Certificate. DIVIDENDS AND DISTRIBUTIONS The Holder shall be entitled to receive, subject to the limitations set forth in the Voting Trust Agreement, all dividends and other distributions of the Corporation received by the undersigned Trustee in respect of the Shares, except that the Trustee shall receive and hold any stock dividends pursuant to the terms of the Voting Trust Agreement. TERMINATION This Agreement and the Voting Trust and transfer restrictions created hereby shall terminate upon the earlier to occur of: (i) the expiration of ten (10) years from the date hereof; (ii) the sale or transfer of all of the Stock in accordance with the Voting Trust Agreement; (iii) delivery to the Trustee of a certificate of Stephens Inc., in form and substance satisfactory to the Trustee, that Stephens Inc. no longer engages in market-making activities and other principal transactions in the Common Stock of the Corporation and will not so engage until it has received a written opinion of nationally recognized securities counsel that Stephens Inc. will not be deemed an "affiliate" of the Corporation under the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (iv) delivery to the Trustee of a certificate of Stephens Inc., in form and substance satisfactory to the Trustee, that a shelf registration statement for the Corporation registering the market-making activities and other principal transactions of Stephens Inc. has been filed with and declared effective by the U.S. Securities and Exchange Commission and that Stephens Inc. undertakes to deliver a prospectus with the confirmation of each sale by it as principal; or (v) delivery to the Trustee of a written opinion of nationally recognized securities counsel, in form and substance satisfactory to Stephens Inc. and the Trustee, that after giving effect to termination of the Voting Trust, Stephens Inc. will not be deemed an "affiliate" of the Corporation under the Securities Act or the Exchange Act or the failure of the Corporation to effect a sale of its Common Stock to the public in a registered, underwritten initial public offering of such Common Stock on or before January 1, 2001. TRANSFER OF CERTIFICATES This Certificate shall not be transferable. DATED, the day of , 2000. ----- -------------- JAMES SOMMERS ------------------------- as VOTING TRUSTEE EXHIBIT C CONSENT The undersigned, ___________________________, being a holder or transferee of ___________ shares (the "Shares") of common stock par value $0.0025 per share, of Eden Bioscience Corporation (the "Common Stock") hereby (i) agrees to become a party to the Eden Voting Trust Agreement dated as of _________ ___, 2000 (the "Voting Trust Agreement") relating to the Common Stock, (ii) agrees to be bound by all the provisions thereof as if the undersigned were an original party thereto, and (iii) agrees to surrender the certificates representing the Shares to the Trustee under the Voting Trust Agreement in exchange for a Voting Trust Certificate as provided in the Agreement. Dated: ---------------- ------------------------------------ By: -------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----