EXHIBIT 10.15


 


STOCK PURCHASE AGREEMENT


 


This STOCK
PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective
as of July 8, 2004 by and between Phillip T. Levin (the “Seller”) and
Zomax, Inc., a Minnesota corporation (the “Company”).


 


RECITALS:


 


A.            The
Seller is obligated with respect certain margin account obligations identified
in the Dain Rauscher Schedule attached hereto (the “Dain Rauscher Loan”).


 


B.            The Seller owns the number of shares
of the Company’s common stock (the “Shares”) held in an account as set
forth in the Dain Rauscher Schedule attached hereto.


 


C.            The
Seller is obligated with respect to a loan identified in the Associated Bank
Schedule attached hereto (the “Associated Bank Loan” and together with
the Dain Rauscher Loan, the “Loans”).


 


D.            The Seller desires to sell certain
of the Shares to the Company, and the Company desires to purchase certain of
the Shares from the Seller, on the terms and conditions set forth in this
Agreement.


 


AGREEMENT:


 


In consideration
of the premises and the respective covenants of the Seller and the Company in
this Agreement, and other good and valuable consideration, the receipt and
adequacy of which are acknowledged, the Seller and the Company agree as
follows:


 


1.             Purchase and Sale of Shares.  The Seller agrees to sell to the Company, and
the Company agrees to purchase (the “Purchase”) all of the Seller’s
right, title and interest in 415,000 Shares (the “Purchased Shares”), on
the terms and subject to the conditions set forth in this Agreement.


 


2.             Purchase Price; Manner of
Payment.  Subject to Section 3, the
purchase price per share to be paid by the Company to the Seller for the
Purchased Shares shall be $3.42; such amount to be payable in cash as
follows:  (a) approximately $826,271 by
wire transfer to the holder of the Dain Rauscher Loan; (b) $471,698.20 by wire
transfer to the holder of the Associated Bank Loan; (c) $115,305.49 to be
retained by the Company in respect of and in regard to the payment in full of
an account payable by RNR, Inc. (a company owned by Seller) to the Company; and
(d) the balance by wire transfer to Dain Rauscher to be deposited into Seller’s
stock account.


 


3.             Post-Closing Pricing Adjustment.  Two disclosure events may affect the Company’s
future stock price: (i) the disclosure of the Company’s financial performance
for calendar quarter ending June 30, 2004, and (ii) the disclosure of a
settlement between the Company (and/or certain of its executives) and the SEC,
or of the commencement by the SEC of an enforcement action against the Company
and/or certain of its executives (collectively, the


 


 





















 


“Disclosure
Events”).  If, during the period from
the date hereof until September 30, 2004, the Disclosure Events occur, and the
average reported closing price for the regular trading hours of the Company’s
common stock for the five business days following the occurrence of the later
to occur of the two Disclosure Events (the “Post-Disclosure Average Price”)
is less than $3.25, then the Seller will pay to the Company an amount in cash
equal to $3.42 minus the Post-Disclosure Average Price multiplied by
415,000 (the “Post-Closing Price Adjustment”).  At the Company’s option, the Seller may pay
the Post-Closing Price Adjustment by transferring to the Company a number of
shares of the Company’s common stock equal to the quotient obtained by dividing
the Post-Closing Price Adjustment by the Post-Disclosure Average Price or
paying cash.  The shares will be
delivered or cash shall be paid within 10 business days following the later occurrence
of the two disclosure events.


 


4.             Representations and Warranties
of the Seller.  The Seller represents
and warrants to the Company that the following representations are true and
shall be true as of the Closing Date: (a) the Seller is the sole record owner
of the Purchased Shares;  (b) the
Purchased Shares will be transferred to the Company upon the Closing free and
clear of any liens, encumbrances, pledges, options, charges or other
restrictions of any kind or nature;  (c)
the Seller has full power, capacity and authority to transfer, assign and
deliver the Purchased Shares to the Company; 
(d) this Agreement has been duly executed and delivered by the Seller
and constitutes the valid and binding obligation of the Seller, enforceable in
accordance with its terms;  (e) the
transfer, assignment and delivery of the Purchased Shares will not result in
the breach of the terms, conditions or obligations of any agreement to which
the Seller is a party or the Purchased Shares are subject;  (f) all of the information set forth on the
Dain Rauscher Schedule and the Associated Bank Schedule is true, correct and
complete; and (g) the Seller agrees that Fredrikson & Byron is representing
the Company only and that he has obtained, to the extent the Seller deems necessary
and appropriate, specific professional advice with respect to the sale of the
Purchased Shares.


 


                5.             Closing. 
The closing of the Purchase (the “Closing”) shall be deemed to occur at
such time as the Company pays the purchase price for the Purchased Shares as
provided herein.


 


6.             Resignation.  Effective immediately, the Seller hereby
resigns as a member of the Board of Directors of the Company.


 


7.             Negative Covenant Regarding
Margin Collateral.  The Seller will
not directly or indirectly use any shares of the Company’s capital stock to
secure any indebtedness in connection with any margin account for a period of
six months after closing.


 


                8.             Payoff, Lien Release &
Certificate Delivery Logistics.  The
Seller and the Company agree to cause all necessary actions to be taken in
connection with the Loans, the Shares, any transfer agent of the Company, or
any other party related to any of the foregoing to (a) cause the holders of
each of the Loans to provide payoff and lien release information and assurance
to the Company, (b) to immediately use all of the purchase price for the
Purchased Shares to pay all of the Seller’s obligations with respect to the
Loans, and (c) cause one or more certificates (or other medium acceptable to
the Company) evidencing (or otherwise representing) all of the Purchased Shares
to be delivered to the Company.


 


 


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9.             Closing Conditions.  The obligations of the Company to consummate
the transactions described in this Agreement shall be conditioned upon the
following:  (a) the representations and
warranties of Seller hereunder shall be true and correct;  (b) the Company shall have obtained all
corporate approvals it deems appropriate in its sole discretion;  (c)  the
Company shall have received assurance in form and substance acceptable to it
from the holders of each of the Loans that upon payment of a specific amount
identified to the Company by each such holder, any security interest such
holder may have in such Shares will be terminated; (d) the Company shall have
received assurance acceptable to it in its sole discretion that upon payment of
the purchase price for the Purchased Shares, it will promptly receive one or
more certificates (or other medium acceptable to the Company) evidencing (or
otherwise representing) all of the Purchased Shares.


 


                10.           Indemnification. 
The Seller agrees to indemnify the Company with respect to, and hold the
Company harmless from, any out-of-pocket loss, liability or expense (including,
but not limited to, reasonable legal fees) which the Company may directly or
indirectly incur or suffer by reason of, or which results from, arises out of
or is based upon (i) the inaccuracy of any representation or warranty made by
the Seller in this Agreement, or (ii) the failure of the Seller to comply
with any of his covenants under this Agreement.


 


11.           Termination of Agreement.  This Agreement may be
terminated, and the transactions contemplated by this Agreement may be
abandoned, at any time before the Closing as follows:  (a) by mutual written consent of the Seller
and the Company;  (b) by either party
upon written notice thereof to the other party if: (i) any material litigation
or governmental proceedings arising out of, related to, or based on this
Agreement or the purchase and sale contemplated hereby shall have been
instituted against the Company or the Seller; or (ii) there has been a material
failure by the other party to perform or comply with any agreement, covenant or
condition herein required to be performed or complied with by such other party;
or (c) by the Company upon written notice thereof to the Seller if the Closing
does not occur by July 31, 2004.


 


12.           Specific Performance.  The Seller acknowledges and agrees that
irreparable damage would occur to the Company in the event that any of the
Seller’s obligations under this Agreement were not performed in accordance with
the specific terms of this Agreement or were otherwise breached.  Accordingly, the Seller agrees that the
Company shall be entitled to obtain an injunction or other equitable relief to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof, in addition to any other remedy to which the Company is
entitled in law or in equity.


 


13.           Expenses.  The Seller and the Company will be
responsible to pay all of their respective legal, accounting, financial
advisory and similar expenses incurred in connection with the transactions
provided for in this Agreement.


 


14.           Miscellaneous.


 


(a)           This
Agreement shall be binding upon and shall inure to the benefit of and be
enforceable against the parties hereto and their respective heirs, successors
and assigns and shall in all respects be governed by, and enforced and
interpreted in accordance with,


 


 


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the laws of the State of
Minnesota, without giving effect to the conflict of laws provisions thereof.


 


(b)           This
Agreement between the Seller and the Company embodies the entire agreement
between the Seller and the Company with respect to the purchase and sale of the
Purchased Shares and supersedes all prior agreements and understandings,
whether written or oral, between them with respect to such purchase and sale.


 


(c)           This
Agreement, and each other agreement or instrument entered into in connection
with or contemplated by this Agreement, may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


(d)           This
Agreement, and each other agreement or instrument entered into in connection
with or contemplated by this Agreement, to the extent signed and delivered by
means of a facsimile machine shall be treated in all manner and respects as an
original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof
delivered in person.


 


IN
WITNESS WHEREOF,
the Company and the Seller have executed this Agreement as of the date set
forth in the first paragraph.


 


	
   

  	
  ZOMAX, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Phillip T. Levin

  	
   

  



 


 


 


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