EXHIBIT 10.02
REGISTRATION RIGHTS AGREEMENT
AGREEMENT made as of November 22, 1996, among Caliber Learning Network,
Inc., a Maryland corporation (the "Company"), Sylvan Learning Systems, Inc., a
Maryland corporation ("Sylvan"), MCI Telecommunications Corporation, a Delaware
corporation ("MCI"), Xxxxxxx X. Xxxxxx ("Xxxxxx") and R. Xxxxxxxxxxx Xxxxx-Xxxxx
("Xxxxx-Xxxxx" and, together with Xxxxxx, the "Individual Stockholders). Each
of MCI, Sylvan, Xxxxxx and Xxxxx-Xxxxx hereinafter sometimes referred to
individually as a "Stockholder" and, collectively, as the "Stockholders."
Sylvan, Xxxxxx and Xxxxx-Xxxxx are hereinafter sometimes referred to
collectively as the "Sylvan Stockholders."
WHEREAS, the Company, the Stockholders and Xxxx X. Xxxx (together with the
Stockholders, the "Caliber Stockholders") have executed (i) a Purchase Agreement
dated as of October 23, 1996 (the "Purchase Agreement") pursuant to which the
Caliber Stockholders have agreed to purchase and the Company has agreed to issue
to the Caliber Stockholders shares of the Company's capital stock for an
aggregate purchase price of $13,000,000 (together, with all other capital stock
originally issued to the Caliber Stockholders during the term hereof, the
"Registrable Stock") and (ii) a Stockholders' Agreement dated as of the date of
this Agreement pursuant to which certain agreements of Caliber and the Caliber
Stockholders relating to the capital stock and governance of Caliber are set
forth (the "Stockholders' Agreement"); and
WHEREAS, the execution and delivery of this Agreement by the Company is a
condition precedent to consummation of the transactions contemplated by the
Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the adequacy of
which is hereby acknowledged, the parties hereto agree as follows:
1. Request for Registration of Registrable Stock.
(a) Long-Form Registration. Subject to the provisions of
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paragraphs (c), (d), (e) and (f) below, for a period of three years after the
consummation of an Initial Public Offering (as defined in the Stockholders'
Agreement, as in effect from time to time), MCI may at any time, but only twice,
and the Sylvan Stockholders (or any of them) may at any time, but only twice, in
the aggregate, request registration under the Securities Act of all or part of
the Registrable Stock issued and delivered to such Stockholders (or Stockholder)
on a Registration Statement on Form S-1 or any similar long-form registration
("Long Form Registration"). The request for registration pursuant to this
paragraph 1 must specify the number of shares of Registrable Stock requested to
be registered and the minimum desired price per share in such offering;
provided, that the Fair Market Value of the Registrable Stock requested to be
registered by one or more Stockholders must be no less than $3,000,000 in the
aggregate. "Fair Market Value" of the Registrable Stock shall be calculated by
multiplying the number of shares of shares
of Registrable Stock requested to be registered by the average of the per share
closing price on the Nasdaq Stock Market or such national stock exchange as the
Caliber Stock is then traded for the ten business days preceding the date of the
registration request. Within ten days after receipt of any such request, the
Company will give written notice (the "Notification of a Demand") of such
request to the non-requesting Stockholders (if any) and will include in such
registration all shares of Registrable Stock with respect to which the Company
has received a written request from the non-requesting Stockholder for inclusion
therein within 15 days after the receipt of the Company's notice (it being
understood that an election to participate in such registration process by the
non-requesting Stockholder shall also constitute a "request" of the non-
requesting Stockholder for purposes of the first sentence of this paragraph
1(a)).
(b) Short-Form Registration. Subject to the provisions of
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paragraphs (c), (d), (e) and (f) below, for a period of three years beginning on
the first anniversary of the consummation of an Initial Public Offering, MCI may
at any time, but only twice, and Sylvan and the Individual Stockholders may at
any time, but only four times, request registration under the Securities Act of
all or part of the Registrable Stock issued and delivered to such Stockholders
(or Stockholder) on a Registration Statement on Form S-3 or any similar long-
form registration ("Short-Form Registration"). The request for registration
pursuant to this paragraph 1 must specify the number of shares of Registrable
Stock requested to be registered and the minimum desired price per share in such
offering; and the shares so requested to be registered must have a Fair Market
Value of at least $1,000,000. Within ten days after receipt of any such request,
the Company will give Notification of a Demand to the non-requesting
Stockholders (if any) and will include in such registration all shares of
Registrable Stock with respect to which the Company has received a written
request from the non-requesting Stockholder for inclusion therein within 15 days
after the receipt of the Company's notice (it being understood that an election
to participate in such registration process by the non-requesting Stockholder
shall also constitute a "request" of the non-requesting Stockholder for purposes
of the first sentence of this paragraph 1(b)).
All registrations requested pursuant to this paragraph 1 are referred to
herein as "Demand Registrations."
(c) Underwritten Demand Registrations. In connection with any
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Demand Registration covering Registrable Stock having a then Fair Market Value
of at least $3,000,000, the Company shall have the right to require that all
shares subject to such Demand Registration be underwritten by one or more
investment banking firms of national reputation selected by the Company, subject
to the approval of the Stockholders participating in such Demand Registration,
which approval will not be unreasonably withheld, and which approval shall be
deemed given if the Stockholders owning the majority of the shares of
Registrable Stock requested to be registered have given such approval. Each of
the Stockholders participating in such Demand Registration agrees to enter into
such customary agreements (including underwriting agreements in customary form)
and take such other action as the Company or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of its
Registrable Stock included therein.
(d) Timing of the Filing of Demand Registrations. Subject to
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receipt from the Stockholders participating in a Demand Registration of all
information relating to such Stockholders the Company reasonably believes is
required to file such Demand Registration, the Company will file with the SEC
each Demand Registration requested pursuant to this paragraph 1 within 30 days
of the applicable Demand Registration request; provided, however, (i) if, in the
Company's reasonable judgment, the Company determines that, because of business
developments or pending transactions, it would not be in the best interests of
the Company to then file such Demand Registration, the Company may delay the
filing of the Demand Registration for a period of up to 60 days from the Demand
Registration request; and (ii) the Company will not be obligated to effect any
Demand Registration (A) within (x) 180 days after the Initial Public Offering or
(y) 90 days after the effective date of a previous Demand Registration or a
previously filed underwritten registration of shares of the Company's Common
Stock which includes shares sold for the Company's account ("Company
Registration") or (B) if effecting a Demand Registration would require the
Company to obtain an audit of its financial statements for any period other than
a fiscal year.
(e) Number of Demand Registrations; Withdrawn Demand
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Registrations.
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(i) The Company shall have the obligation to file with the
SEC and cause to become effective no more than four Demand Registrations
pursuant to paragraph (a) and six Demand Registrations pursuant to
paragraph (b); provided, however, that notwithstanding anything in this
Section 1 to the contrary, in the event the total number of shares
requested to be registered in any of the periods set forth in paragraph (a)
or (b) have not been registered due to underwriters' cutbacks as described
in paragraph 1(f) ("Cutback Shares"), the Company agrees to file with the
SEC and cause to become effective a Demand Registration for such Cutback
Shares.
(ii) The Company's obligation to register Registrable Stock
shall not be deemed satisfied if the related registration statement does
not become effective, unless such registration statement does not become
effective for reasons beyond the reasonable control of the Company. No
occasion to require registration pursuant to this Section 1 shall be deemed
forfeited if all of the Stockholders who have elected to participate in the
Demand Registration withdraw their request for registration prior to the
registration statement becoming effective and (A) the withdrawal is due to
lack of Company information being available to such withdrawing
Stockholders, or (B) the withdrawing Stockholders promptly reimburse the
Company in full for any and all out-of-pocket expenses incurred by the
Company in connection with the withdrawn registration.
(iii) In the event that all or a portion of the Registrable
Stock subject to this Agreement is transferred by any of the Stockholders
to an Affiliate of such Stockholder in a manner permitted by Article III of
the Stockholders' Agreement (other than to another Stockholder), (A) the
term "Stockholder" shall be deemed to include the
Stockholder together with all of its permitted transferees for purposes of
the registration obligations of the Company, and (B) a request for a Demand
Registration pursuant to this paragraph 1 shall be deemed to have been
made, or withdrawn, by the Stockholder only in the event that written
notice of such election, executed by the then holders of a majority in
interest of the Stockholder's Registrable Stock subject to this Agreement,
has been received by the Company.
(f) Priority on Demand Registrations. Except for shares of the
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Company's Common Stock to be sold for the Company's account and included in a
Company Registration pursuant to paragraph 1(d) above, the Company will not
include in any Demand Registration any securities which are not Registrable
Stock without the prior written consent of the Stockholders participating in
such Demand Registration. If a Demand Registration is an underwritten offering
and the managing underwriters advise the Company in writing that in their
opinion the number of Registrable Stock and other securities to be sold by other
selling stockholders requested to be included therein exceeds the number of
shares of Sylvan Stock which can be sold in such offering without adversely
affecting the marketability of the offering, the Company will include in such
registration, prior to the inclusion of any securities for selling stockholders
other than the Stockholders, that number of shares of Registrable Stock
requested to be included which in the opinion of such underwriters can be sold
without adversely affecting the marketability of the offering, pro rata among
the respective Stockholders on the basis of the number of Registrable Stock
requested by each Stockholder to be included therein.
2. Holdback Agreements.
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(a) Each Stockholder agrees not to offer for public sale or
effect any public sale or distribution (including sales pursuant to Rule 144 or
Rule 144A under the Securities Act) of equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such securities
during the seven days prior to and the 90-day period beginning on the effective
date of any underwritten registration of the Company's equity securities (except
as part of such underwritten registration), unless the underwriters managing the
registered public offering otherwise agree.
(b) The Company agrees not to offer for public sale or effect any
public sale or distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities, during the
seven days prior to and during the 90-day period beginning on the effective date
of any underwritten Demand Registration initially requested pursuant to
paragraph 1(a), (b) or (c), (other than registrations on Form S-8 or any
successor form or registrations on Form S-4 or any successor form), unless the
underwriters managing such Demand Registration otherwise agree.
4. Registration Procedures. Whenever any Stockholder has requested
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that any Registrable Stock be registered pursuant to this Agreement, the Company
will use its best efforts to effect the registration and the sale of such
Registrable Stock in accordance with the
intended method of disposition therefor, and pursuant thereto the Company will
as expeditiously as possible:
(a) prepare and file with the SEC a registration statement with
respect to such Registrable Stock (subject to the provisions of paragraph 1(e)
above); and use its best efforts to cause such registration statement to become
effective;
(b) prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for a period
of not less than three months and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement;
(c) furnish to each Stockholder owning Registrable Stock covered
by such registration statement, such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary prospectus) and such
other documents as such Stockholder may reasonably request in order to
facilitate the disposition of such Registrable Stock;
(d) use its best efforts to register or qualify the Registrable
Stock covered by such registration statement under such other securities or blue
sky laws of such United States jurisdictions as any Stockholder owning any such
Registrable Stock reasonably requests and do any and all other acts and things
which may be reasonably necessary or advisable to enable such Stockholder to
consummate the disposition in such jurisdictions of the Registrable Stock owned
by such Stockholder (provided that the Company will not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to so qualify but for the requirements of this
subparagraph, (ii) subject itself to taxation in any jurisdiction where it is
not otherwise subject to taxation or (iii) consent to general service of process
in any jurisdiction where it would not otherwise be required to so consent but
for the requirements of this paragraph);
(e) notify each Stockholder owning any Registrable Stock covered
by such registration statement, at any time when such registration statement is
effective under the Securities Act, of the happening of any event as a result of
which the prospectus included in such registration statement contains an untrue
statement of a material fact or omits any fact required to be stated therein or
necessary to make the statements therein not misleading, and, at the request of
any such Stockholder, the Company will prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such
Registrable Stock, such prospectus will not contain an untrue statement of a
material fact or omit to state any fact required to be stated therein or
necessary to make the statements therein not misleading;
(f) cause all Registrable Stock covered by such registration
statement to be listed on the Nasdaq National Market or the principal national
securities exchange on which the Company's Common Stock is then listed;
(g) provide a transfer agent and registrar for all such
Registrable Stock not later than the effective date of such registration
statement;
(h) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the
Stockholders owning Registrable Stock being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Stock;
(i) make available for inspection by any Stockholder owning
Registrable Stock covered by such registration statement, any underwriter
participating in any disposition pursuant to such registration statement, and
any attorney, accountant or other agent retained by any such Stockholder or
underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers, directors,
employees and independent accountants to supply all information reasonably
requested by any such Stockholder, underwriter, attorney, accountant or agent in
connection with such registration statement;
(j) obtain a cold comfort letter from the Company's independent
public accountants in customary form and covering matters of the type
customarily covered by cold comfort letters addressed to the Stockholders owning
Registrable Stock covered by such registration statement; and
(k) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC.
5. Registration Expenses.
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All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, and fees and
disbursements of counsel for the Company and reasonable fees and disbursement of
one counsel for the Stockholders requesting registration and all independent
certified public accountants, underwriters and other persons retained by the
Company, but excluding underwriting discounts, selling commissions and transfer
taxes applicable to the Registrable Stock being sold (all such expenses being
herein called "Registration Expenses"), will be borne by the Company.
6. Indemnification and Contribution.
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(a) The Company agrees to indemnify, to the extent permitted by
law, each of the Stockholders (and their respective directors, officers and each
such person who
controls each of them (within the meaning of the Securities Act)) against all
losses, claims, damages, liabilities and expenses caused by or resulting from
any untrue or alleged untrue statement of material fact contained in any
registration statement covering Registrable Stock owned by any Stockholder, or
any prospectus or preliminary prospectus contained therein, or any amendment
thereof or supplement thereto, or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or result from (i) any
such untrue or alleged untrue statement of material fact or omission or alleged
omission made in reliance upon and in conformity with information furnished in
writing to the Company or any underwriter by such Stockholder expressly for
inclusion therein or (ii) such Stockholder's failure to deliver a copy of such
registration statement or prospectus, or any amendment thereof or supplement
thereto, after the Company has furnished such Stockholder with a sufficient
number of copies of the same. In connection with an underwritten offering, the
Company will indemnify such underwriters, their officers and directors and each
person who controls such underwriters (within the meaning of the Securities Act)
to the same extent as provided above with respect to the indemnification of the
Stockholders.
(b) In connection with any registration statement in which a
Stockholder is participating, such Stockholder will furnish to the Company
and/or underwriter(s) in writing such information and affidavits relating to
disclosure concerning such Stockholder required to be included in such
registration statement as the Company and/or underwriter(s) reasonably request
for use in connection with such registration statement or any prospectus or
preliminary prospectus contained therein and, to the extent permitted by law,
will indemnify the Company and the underwriter(s), and their respective
directors and officers and each person who controls the Company and the
underwriter(s), as applicable, (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses caused by or
resulting from any untrue or alleged untrue statement of material fact contained
in such registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto, or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that the same are
caused by or result from any such untrue or alleged untrue statement or omission
or alleged omission made in reliance upon and in conformity with any such
information furnished in writing to the Company or any underwriter by such
Stockholder expressly for inclusion therein; provided that the obligation to
indemnify will be several, not joint and several, among the Stockholders and the
liability of each Stockholder will be in proportion to and limited to the net
amount received by such Stockholder from the sale of Registrable Stock pursuant
to such registration statement.
(c) Any person entitled to indemnification hereunder will (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not
(x) be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent will not be unreasonably withheld) or (y)
settle a claim without the prior written consent of the indemnified party (which
consent will not be unreasonably withheld). An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim will not be
obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with
respect to such claim.
(d) In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which either (i) any
Stockholder exercising rights under this Agreement makes a claim for
indemnification pursuant to this Section 6 but it is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that this Section 6 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of any such
Stockholder in circumstances for which indemnification is provided under this
Section 6; then, and in each such case, the Company and such Stockholder will
contribute to the aggregate losses, claims, damages, liabilities and expenses to
which they may be subject (after contribution from others) in such proportion so
that such Stockholder is responsible for the portion represented by the
percentage that the public offering price of its Registrable Stock covered by
the applicable registration statement bears to the public offering price of all
securities covered by such registration statement, and the Company is
responsible for the remaining portion; provided, however, that, in any such
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case, (A) no such Stockholder will be required to contribute any amount in
excess of the public offering price of all Registrable Stock owned by it that
are covered by such registration statement; and (B) no person or entity guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person or entity who
was not guilty of such fraudulent misrepresentation.
(e) The indemnification and contribution provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director,
Affiliate or controlling person of such indemnified party and will survive the
transfer of securities. The Company also agrees to make such provisions, as are
reasonably requested by any indemnified party, for contribution to such party in
the event the Company's indemnification is unavailable for any reason.
7. Rule 144.
So long as any securities of the Company shall be registered pursuant
to the requirements of Section 12 of the Exchange Act or pursuant to a
registration statement under the Securities Act, the Company will file the
reports required to be filed by it under the Exchange Act and the Securities Act
(or, if the Company is not then required to file such reports, will, upon the
request of any Stockholder, make publicly available other information) and will
take such
further action as any Stockholder may reasonably request, all to the extent
required from time to time to enable such Stockholder to sell Registrable Stock
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 (or any successor rule). Upon the request of any
Stockholder, the Company will deliver to such Stockholder a written statement as
to whether it has complied with the requirements of this Section 7.
8. Miscellaneous.
(a) All covenants and agreements contained in this Agreement by
or on behalf of any of the parties hereto shall bind and inure to the benefit of
the respective successors and permitted assigns of the parties hereto (including
without limitation transferees of any Registrable Stock), whether so expressed
or not, provided, however, that registration rights conferred herein on the
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Stockholders shall only inure to the benefit of a transferee of a Stockholder if
such transfer is made to an Affiliate and in accordance with the provisions of
the Stockholders' Agreement. The Company may not assign this Agreement or any
part hereof other than to an Affiliate without the prior written consent of the
Stockholders.
(b) In the event a Stockholder has transferred in a manner
permitted by Article III of the Stockholders' Agreement all or a portion of its
Registrable Stock still subject to this Agreement to an Affiliate (in any such
case, a "Transferring Stockholder"), then, for purposes of this Agreement any
request, notice or approval required from or given by the Transferring
Stockholder shall be deemed properly given if given in writing by those persons
(other than the other Stockholders) holding a majority in interest of the
Registrable Stock of the Transferring Stockholder which are then subject to this
Agreement. In the event that a Transferring Stockholder has transferred in a
manner permitted by Article III of the Stockholders' Agreement all or any
portion of its Registrable Stock still subject to this Agreement, then from and
after the date of such transfer, such Transferring Stockholder shall have no
further rights or duties under this Agreement in respect of such transferred
shares.
(c) All notices, requests, consents and other communications to
any party hereunder shall be in writing (including facsimile) and shall be sent
by a nationally recognized overnight courier or delivered by hand against
written receipt, or sent by facsimile, addressed as follows:
(i) if the Company or any other party hereto, at the
address (or facsimile number) of such party set forth in the
Stockholders' Agreement; or
(ii) if to any permitted subsequent holder of the
Registrable Stock still subject to this Agreement, to it at such
address (or facsimile number) as may have been furnished to the
Company in writing by such holder;
or to such other address (or facsimile number) as shall have been furnished in
writing to the Company (in the case of a holder of Registrable Stock) or to
Stockholders and any other holders
of the Registrable Stock still subject to this Agreement (in the case of the
Company) in accordance with the provisions of this paragraph.
(d) This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.
(e) This Agreement may not be amended or modified, and no
provision hereof may be waived, without the written consent of (i) in the case
of an amendment, all of the parties hereto, or (ii) in the case of a waiver, the
party against whom the waiver is to be effective.
(f) 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.
(g) The obligations of the Company to register Registrable Stock
hereunder shall terminate as to any Stockholder and permitted transferees of
such Stockholder if such Stockholder (together with such Stockholder's permitted
transferees and assignees) (i) holds one percent (1%) or less of the outstanding
shares of the Caliber Common Stock and (b) would be permitted to sell all of the
shares of Caliber Common Stock held by it within one three month period pursuant
to Rule 144 (or any successor rule) under the Securities Act.
(h) If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.
(i) Capitalized terms used but not defined in this Agreement
shall have the respective meanings ascribed to them in the Stockholders'
Agreement.
(j) In the event that any stock dividend, reclassification,
readjustment, or other changes are declared or made in the capital structure of
the Company, all new, substituted or additional shares, or other securities,
issued by reason of any such change with respect to the Registrable Stock shall
be governed by this Agreement and shall be deemed to be part of the Registrable
Stock for purposes hereof.
IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement
to be executed as of the date first above written.
ATTEST: CALIBER LEARNING NETWORK, INC.
____________________ By: ____________________________
Name:
Title:
STOCKHOLDERS:
ATTEST: SYLVAN LEARNING SYSTEMS, INC.
____________________ By: ____________________________
Name:
Title:
ATTEST: MCI TELECOMMUNICATIONS CORPORATION
____________________ By: ____________________________
Name:
Title:
WITNESS:
____________________ _____________________________
Xxxxxxx X. Xxxxxx
WITNESS:
____________________ _____________________________
R. Xxxxxxxxxxx Xxxxx-Xxxxx
