Sign In Sign In

Search:

Search Assist: On | Off

Home / CompanyIntelligence / Print Services / Imagex com Inc

Imagex com Inc ▼

Employment
Plans
Purchase & Sale

Page 1 of 11

Preview Full Doc	2003	Agreement and Plan of Merger Agreement and Plan of Merger (187K) Doc #1579323: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER Dated as of March 3, 2003 among KINKO'S, INC., KINKO'S WASHINGTON, INC. and IMAGEX, INC. TABLE OF CONTENTS ARTICLE I THE OFFER AND THE MERGER Section 1.01. The Offer 2 Section 1.02. Company Actions 3 Section 1.03. The Merger 4 Section 1.04. Closing 4 Section 1.05. Effective Time 4 Section 1.06. Effects 4 Section 1.07. Articles of Incorporation and Bylaws 4 Section 1.08. . . . 1579323	Imagex com Imagex com Inc ( Printing Services ) ; Baker Botts Baker Botts ( Legal ) As referenced in this Agreement and Plan of Merger: Baker Botts – be specified by like notice): (a) if to Parent or Sub, to: Kinko's, Inc. 13155 Noel Road, Suite 1600 Dallas, Texas 75240 Attention: General Counsel with a copy to: Baker Botts L.L.P. 2001 Ross Avenue, Suite 700 Dallas, Texas 75201 Attention: Don J. McDermett, Jr. (b) if to the Company, to: ImageX, Inc. 10210 NE Points Drive, Suite 200 _____________ dt 1683560 ;	Lane Powell Lane Powell Spears Lubersky ( Legal ) As referenced in this Agreement and Plan of Merger: Lane Powell – to the satisfaction or waiver of all of the conditions set forth in Section 7.01, the closing (the "Closing") of the Merger shall take place at the offices of Lane Powell Spears Lubersky LLP, 1420 Fifth Avenue, Suite 4100, Seattle, Washington at 10:00 a.m. local time on the second business day following the satisfaction (or, to the extent _____________ Lane Powell – 75201 Attention: Don J. McDermett, Jr. (b) if to the Company, to: ImageX, Inc. 10210 NE Points Drive, Suite 200 Kirkland, Washington 98033 Attention: General Counsel with a copy to: Lane Powell Spears Lubersky LLP 1420 Fifth Avenue, Suite 4100 Seattle, Washington 98101 Attention: Michael E. Morgan Section 9.03. Definitions. For purposes of this Agreement: An "affiliate," when used with _____________ dt 1681786
Preview Full Doc	2000	Asset Purchase Agreement Asset Purchase Agreement (225K) Doc #1579366: Click preview link for longer preview. ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of June 15, 2000 by and among ImageX.com, Inc., a Washington corporation (the "Parent"), Meadowlands Acquisition Corp., a New Jersey corporation and wholly owned subsidiary of Parent ("Purchaser"), Howard Press Limited Partnership, a Delaware limited partnership ("Seller") and each of the Seller's partners individually (each a "Partner" and collectively, the "Partners"). Capitalized terms not otherwise defined herein have the meanings set forth in . . . 1579366	Imagex com Imagex com Inc ( Printing Services ) ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Asset Purchase Agreement: Chase Manhattan Bank – Inc., a Washington corporation ("ImageX"), Meadowlands Acquisition Corp., a New Jersey corporation and a wholly owned subsidiary of ImageX ("Buyer"), Howard Press Limited Partnership, a Delaware limited partnership ("Seller"), and Chase Manhattan Bank and Trust Company, National Association, as escrow agent (the "Escrow Agent"), in connection with an Asset Purchase Agreement dated June 15, 2000, among ImageX, Buyer and Seller (the "Asset Purchase _____________ Chase Manhattan Bank – copy to: Brach, Eichler, Rosenberg, Silver, Bernstein, Hammer & Gladstone 101 Eisenhower Parkway Roseland, NJ 07068-1067 Attn: David R. Ritter, Esq. Fax: (973) 228-7852 If to the Escrow Agent: Chase Manhattan Bank and Trust Company, National Association 101 California Street, Suite 101 San Francisco, CA 94111 Attn: Jim Nagy Fax: (415) 693-8850 Any party may change the persons, fax numbers or _____________ CHASE MANHATTAN BANK – P. Begert President MEADOWLANDS ACQUISITION CORP. By:_________________________________ Richard P. Begert President HOWARD PRESS LIMITED PARTNERSHIP By Its General Partner Howard Press Management Corporation By:_________________________________ Print Name: Print Title: CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION By: __________________________________ Title: __________________________________ ESCROW AGREEMENT-SIGNATURE PAGE SCHEDULE A ESCROW FEE SCHEDULE (See Attached) _____________ dt 1427267 ;	First National First National Bank of Boston ( Financial ) As referenced in this Asset Purchase Agreement: First National Bank of Boston – Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the Assumed Liabilities; PROVIDED that, with respect to the long term debt owed to First National Bank of Boston and CIT, which Purchaser is satisfying at Closing, the Purchaser shall not pay off more than Five Million Dollars ($5,000,000) in the aggregate. Any liabilities above the $5, _____________ First National Bank of Boston – shall not pay off more than Five Million Dollars ($5,000,000) in the aggregate. Any liabilities above the $5,000,000 threshold with respect to the debt owed to First National Bank of Boston and CIT will be paid by Seller at the Closing. The term "Assumed Liabilities" means all obligations and liabilities of Seller that are reflected or reserved against in the balance _____________ First National Bank of Boston – set forth in the Agreement, Purchaser assumes and agrees to pay, perform and discharge when due the Assumed Liabilities; PROVIDED that, with respect to the long term debt owed to First National Bank of Boston and CIT, which Purchaser is satisfying at Closing, the Purchaser shall not pay off more than Five Million Dollars ($5,000,000) in the aggregate. Any liabilities above the $5, _____________ First National Bank of Boston – shall not pay off more than Five Million Dollars ($5,000,000) in the aggregate. Any liabilities above the $5,000,000 threshold with respect to the debt owed to First National Bank of Boston and CIT will be paid by Seller at the Closing. The term "Assumed Liabilities" means all obligations and liabilities of Seller that are reflected or reserved against in the balance _____________ dt 1422543 ; Morgan Lewis Morgan, Lewis & Bockius ( Legal ) As referenced in this Asset Purchase Agreement: Morgan, Lewis & Bockius – The closing of the sale and transfer of the Assets to Purchaser and the assumption of the Assumed Liabilities by Purchaser (the "Closing") will take place at the offices of Morgan, Lewis & Bockius LLP, 502 Carnegie Center, Princeton, New Jersey 08540, or at such other place, date and time as Purchaser and Seller mutually agree, but in any event, on or before _____________ Morgan, Lewis & Bockius – follows: If to the Purchaser: ImageX.com, Inc. 10800 NE 8th Street; Suite 200 Bellevue, WA 98004 Fax: (425) 452-9266 Attn: General Counsel -29- with a copy to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540 Attn: Steven M. Cohen, Esquire Telecopy: (609) 919-6639 If to the Seller: Howard Press Limited Partnership c/o Scott Porter with _____________ Morgan, Lewis & Bockius – If to Buyer or ImageX: ImageX.com, Inc. 10800 NE 8th Street; Suite 200 Bellevue, WA 98004 Fax: (425) 452-9266 Attn: General Counsel -8- With a copy to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540 Attn: Steven M. Cohen, Esq. Fax: (609) 919-6639 If to Seller: Howard Press Limited Partnership c/o Scott Porter With a _____________ dt 1373095
Full Doc	2003	Employment Agreement Employment Agreement (9K) Doc #1579301: This document is immediately available for purchase, but does not have a preview available for viewing. 1579301	Imagex com Imagex com Inc ( Printing Services )
Preview Full Doc	2001	Securities Purchase Agreement Securities Purchase Agreement (98K) Doc #1579351: Click preview link for longer preview. -- Click here to rapidly navigate through this document SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of this 11th day of June, 2001, by and among ImageX.com, Inc., a Washington corporation (the "Company"), and the investors named in the attached Schedule I (each, an "Investor," and collectively, the "Investors"). WHEREAS, the Company desires to issue and sell to the Investors, severally and not jointly, and the Investors desire to acquire, severally and not jointly, from . . . 1579351	Imagex com Imagex com Inc ( Printing Services ) ;	Lane Powell Lane Powell Spears Lubersky ( Legal ) As referenced in this Securities Purchase Agreement: Lane Powell – Delivery of the Securities at Closing. The completion of the purchase and sale of the Securities (the "Closing") shall occur at 1 p.m. local time at the offices of Lane Powell Spears Lubersky LLP, 1420 Fifth Avenue, Suite 4100, Seattle, Washington 98101, on the date of this Agreement, or at such other location, date and time as may be mutually _____________ Lane Powell – a) the accuracy of the representations and warranties of the Company as of the date hereof and on the Closing Date; (b) the Investors shall have received an opinion of Lane Powell Spears Lubersky LLP, counsel for the Company, substantially in the form of Exhibit B hereto; (c) the Company shall have obtained any and all consents and waivers necessary for _____________ Lane Powell – Schedule I. If to the Company: ImageX.com, Inc. 10210 N.E. Points Drive, Suite 200 Kirkland, WA 98033 Attention: General Counsel Facsimile: (425) 576-6560 With a copy to: Lane Powell Spears Lubersky LLP 1420 Fifth Avenue, Suite 4100 Seattle, WA 98101 Attention: Michael E. Morgan Facsimile: (206) 223-7107 All notices, requests, consents and other communications hereunder shall be _____________ LANE POWELL – opinion is solely for your benefit and may not be relied on by, nor may copies be delivered to, any other person without our prior written consent. Very truly yours, LANE POWELL SPEARS LUBERSKY, LLP 6 EXHIBIT C SCHEDULE OF EXCEPTIONS TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 11, 2001 BY AND AMONG IMAGEX.COM, INC. AND THE INVESTORS _____________ dt 1681788
Preview Full Doc	2001	Securities Purchase Agreement Securities Purchase Agreement (57K) Doc #1579355: Click preview link for longer preview. -- Click here to rapidly navigate through this document SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of this 11th day of June, 2001, by and among ImageX.com, Inc., a Washington corporation (the "Company"), and the investors named in the attached Schedule I (each, an "Investor," and collectively, the "Investors"). WHEREAS, the Company desires to issue and sell to the Investors, severally and not jointly, and the Investors desire to acquire, severally and not jointly, from . . . 1579355	Imagex com Imagex com Inc ( Printing Services ) ;	Lane Powell Lane Powell Spears Lubersky ( Legal ) As referenced in this Securities Purchase Agreement: Lane Powell – Delivery of the Securities at Closing. The completion of the purchase and sale of the Securities (the "Closing") shall occur at 1 p.m. local time at the offices of Lane Powell Spears Lubersky LLP, 1420 Fifth Avenue, Suite 4100, Seattle, Washington 98101, on the date of this Agreement, or at such other location, date and time as may be mutually _____________ Lane Powell – a) the accuracy of the representations and warranties of the Company as of the date hereof and on the Closing Date; (b) the Investors shall have received an opinion of Lane Powell Spears Lubersky LLP, counsel for the Company, substantially in the form of Exhibit B hereto; (c) the Company shall have obtained any and all consents and waivers necessary for _____________ Lane Powell – Schedule I. If to the Company: ImageX.com, Inc. 10210 N.E. Points Drive, Suite 200 Kirkland, WA 98033 Attention: General Counsel Facsimile: (425) 576-6560 With a copy to: Lane Powell Spears Lubersky LLP 1420 Fifth Avenue, Suite 4100 Seattle, WA 98101 Attention: Michael E. Morgan Facsimile: (206) 223-7107 All notices, requests, consents and other communications hereunder shall be _____________ dt 1681789
Preview Full Doc	2002	Stock Purchase Agreement Stock Purchase Agreement (180K) Doc #1579332: Click preview link for longer preview. STOCK PURCHASE AGREEMENT BY AND AMONG EXTENSIS, INC., ("Company") IMAGEX, INC. ("Seller") and CELARTEM TECHNOLOGY USA, INC. ("Buyer') ================================================================================ <PAGE> . . . 1579332	Imagex com Imagex com Inc ( Printing Services ) ; Lane Powell Lane Powell Spears Lubersky ( Legal ) As referenced in this Stock Purchase Agreement: Lane Powell – to Seller: ImageX, Inc. 10210 NE Points Dr. Kirkland, WA 98033 Telephone No.: (425) 576-7064 Facsimile: (425) 576-6560 Attention: Mariam Naini, VP, General Counsel With a Copy To: Lane Powell Spears Lubersky LLP 1420 Fifth Avenue, Suite 4100 Seattle, WA 98101-2338 Telephone No.: (206) 223-7000 Facsimile: (206) 223-7107 Attention: Michael E. Morgan Such addresses may be _____________ dt 1681787 ;	Preston Gates Preston Gates & Ellis LLP ( Legal ) As referenced in this Stock Purchase Agreement: Preston Gates – last to be fulfilled of the conditions set forth in Article VI that by their terms are not to occur at the Closing (the "Closing Date"), at the offices of Preston Gates & Ellis LLP in Seattle, Washington, unless another time, date, or place is agreed to in writing by the parties hereto. 1.4 Post-Closing Adjustment. 1.4.1 Purchase _____________ Preston Gates – the parties. In advance of the establishment of the escrow account, Buyer will deposit the funds into a trust account with its legal counsel, which is as of the Closing Preston Gates & Ellis. Buyer's exercise of its offset rights shall not limit Buyer's right to recover any amounts owed it that exceed the amount obtained by exercise of those _____________ Preston Gates – Buyer: Celartem Technology USA, Inc. 584 Broadway Suite 1201 New York, New York 100012 Telephone No.: (212) 343-8887 Facsimile: (212) 343-9227 Attention: President With a Copy To: Preston Gates & Ellis LLP 701 Fifth Avenue, Suite 5000 Seattle, WA 98104-7078 Telephone No.: (206) 623-7580 Facsimile: (206) 623-7022 Attention: Margaret C. Inouye, Esq. If to Seller: ImageX, _____________ dt 1646937

Page 1 of 11