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EXHIBIT 16
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ("Amendment") is
entered into as of _________, 1996, by and between L.A. Gear, Inc., a
California corporation (the "Company"), and Trefoil Capital Investors, L.P., a
Delaware limited partnership (the "Investor").
WHEREAS, the Company and the Investor entered into a certain
Registration Rights Agreement, dated as of May 27, 1991 (the "Agreement").
WHEREAS, the Company and the Investor mutually desire to amend the
Agreement to facilitate the exchange of all of the Investor's shares of Series
A cumulative convertible preferred stock ("Series A Preferred Stock") and any
accrued and unpaid dividends thereon, for shares of Series B cumulative
convertible preferred stock ("Series B Preferred Stock") in accordance with the
Share Exchange Agreement, dated as of December 12, 1995, between the Company
and the Investor (the "Exchange Agreement").
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in the Exchange Agreement and intending to be legally bound, the
parties agree as follows:
SECTION ONE - BACKGROUND
1.1 The Background Section is hereby amended in its entirety to
read as follows:
Background. Pursuant to a Stock Purchase Agreement dated as
of May 27, 1991, as amended (the "Purchase Agreement"), between the
Company and the Investor, the Investor, subject to the terms and
conditions contained therein, purchased from the Company 1,000,000
shares of the Company's Series A Cumulative Convertible Preferred
Stock, no par value. Pursuant to a Share Exchange Agreement, dated as
of December 12, 1995, between the Company and the Investor, the
Investor has, subject to the terms and conditions contained therein,
agreed to exchange its shares of the Series A Preferred Stock for one
million ______________ (__________) shares of Series B Cumulative
Convertible Preferred Stock (the "Preferred Stock"). The Preferred
Stock is convertible into shares of the Company's common stock, no par
value (the "Common Stock").
SECTION TWO - DEFINITIONS
2.1 The definition of "Certificate of Determination" in Section
Two is hereby amended in its entirety to read as follows:
"Certificate of Determination" means the Certificate of
Determination of Rights and Preferences of Series B Cumulative
Convertible Preferred Stock of the Company.
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2.2 The definition of "Conversion Shares" in Section Two is hereby
amended in its entirety to read as follows:
"Conversion Shares" means the shares of Common Stock issued or
issuable upon conversion of the Preferred Stock or upon conversion of
accrued dividends on Preferred Stock.
2.3 The definition of "Registrable Securities" in Section Two is
hereby amended in its entirety to read as follows:
"Registrable Securities" means (i) any Conversion Shares, (ii)
shares of Common Stock acquired by the Investor after the Closing Date
(as defined in the Purchase Agreement) and (iii) any shares of the
Preferred Stock. As to any particular Registrable Securities, once
issued such securities shall cease to be Registrable Securities when
(a) a registration statement with respect to the sale of such
securities shall have become effective under the Securities Act (as
defined below) and such securities shall have been disposed of in
accordance with such registration statement, (b) they shall have been
sold as permitted by, and in compliance with, the Securities Act, (c)
they shall have been otherwise transferred, new certificates for them
not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent public distribution of them
shall not require registration of them under the Securities Act, or
(d) they shall have ceased to be outstanding.
2.4 Section Two of the Agreement is hereby amended by the addition
of the following definition:
"Preferred Stock" means the Series B Cumulative Convertible
Preferred Stock.
SECTION THREE - REGISTRATION UNDER SECURITIES ACT, ETC.
3.1 Section 3.2(c) is hereby amended in its entirety to read as
follows:
Special Meaning of "Registrable Security". For purposes of
this Section 3.2, the term "Registrable Security" shall mean all
Conversion Shares and any other shares of Common Stock acquired by the
Investor prior to the third anniversary of the Closing Date (as
defined in the Purchase Agreement).
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SECTION EIGHT-ASSIGNMENT; CALCULATION OF PERCENTAGE
INTERESTS IN REGISTRABLE SECURITIES
4.1 Section 8(a) is hereby amended in its entirety to read as
follows:
(a) This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and, with respect
to the Company, its respective successors and assigns and, with
respect to the Investor, its respective successors and assigns, and
any holder of any Registrable Securities, subject to the provisions
respecting the minimum numbers of percentages of shares of Registrable
Securities required in order to be entitled to certain rights, or take
certain actions, contained herein. The Investor named in the first
paragraph of this Agreement (and not any other holder of Registrable
Securities or any other Person) shall be permitted, in connection with
a transfer or disposition of Registrable Securities, to impose
conditions or constraints on the ability of the transferee, as a
holder of Registrable Securities, to request a registration pursuant
to Section 3.1 and shall provide the Company with copies of such
conditions or constraints and the identity of such transferees.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
L.A. GEAR, INC.
By: _________________________________
Name:
Title:
TREFOIL CAPITAL INVESTORS, L.P.
By: TREFOIL INVESTORS, INC., its
general partner
By: _________________________________
Name:
Title:
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