EXHIBIT 2.2
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and entered into as
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of December 30, 1999 by and among SeaChange International, Inc., a Delaware
corporation ("Buyer"), Corum Group, Ltd. ("Corum") and the shareholders
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(individually, a "Seller," and collectively, the "Sellers") of Digital Video
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Arts, Ltd., a Delaware corporation (the "Company"), as set forth on Schedule A
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hereto.
W I T N E S S E T H:
WHEREAS, Buyer, the Company, Corum and the Sellers are parties to a
certain Stock Purchase Agreement dated as of the date hereof (the "Purchase
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Agreement") pursuant to which Buyer has acquired all of the outstanding shares
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of capital stock of the Company in exchange for Buyer Common Shares at a closing
(the "Closing") on the date hereof (the "Closing Date"); and
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WHEREAS, the execution of this Agreement by the parties hereto is a
condition precedent to the obligations of the parties to consummate the
transactions contemplated by the Purchase Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth below, the parties hereto, intending to be
legally bound, agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following
terms have the meaning ascribed to them:
"Black-out Period" shall mean with respect to Buyer that period during
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which Buyer precludes all its employees from trading stock (currently commencing
on the first day of each March, June, September and December of any year and
ending two business days after the public announcement (by filing with the
Commission or press release) by Buyer of its earnings for its fiscal year or
quarter, as the case may be, but in no event later than two days after the time
such financial information would be required to be filed by Buyer with the
Commission pursuant to federal securities laws).
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
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Friday that is not a day on which banking institutions in New York City are
closed.
"Buyer Common Shares" means the shares of Common Stock, par value $.01
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per share, of Buyer issued to the Sellers, Corum and the Escrow Agent (as that
term is defined in the Purchase Agreement) pursuant to the Purchase Agreement.
"Commission" means the U.S. Securities and Exchange Commission, or any
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other U.S. federal agency at the time administering the Securities Act.
"Effective Date" means the date the Registration Statement becomes
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effective.
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"Exchange Act" means the U.S. Securities Exchange Act of 1934, as
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amended, and the rules and regulations of the Commission promulgated thereunder,
as may be in effect from time to time.
"Material Event" shall mean: (a) the possession by Buyer of material
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information not ripe for public disclosure, which shall be evidenced by a
determination in good faith by the Board of Directors of Buyer that public
disclosure of such information at that time would be detrimental to the business
and affairs of Buyer and that the Registration Statement would be materially
misleading absent the public disclosure of such information; or (b) the
determination by the Board of Directors of Buyer that it intends to conduct a
primary or combined primary and secondary public offering provided that the
officers and directors of the Buyer shall be precluded from selling Common Stock
of the Company during the period which constitutes a Material Event under (a)
above.
"Prospectus" means the prospectus included in any Registration
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Statement, as amended or supplemented by any prospectus supplement (including,
without limitation, any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement), and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.
"Registrable Securities" means the Buyer Common Shares issued to and
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received by the Sellers and Corum and issued to the Escrow Agent (as that term
is defined in the Purchase Agreement) pursuant to the Purchase Agreement and any
securities that may be issued by Buyer or any successor to Buyer from time to
time with respect to, in exchange for, or in replacement of such Buyer Common
Shares, including, without limitation, securities issued as a stock dividend on
or pursuant to a stock split or similar recapitalization of such shares;
provided, however, that those shares as to which the following apply shall cease
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to be Registrable Securities if: (a) a Registration Statement with respect to
the sale of such Registrable Securities shall have become effective under the
Securities Act and such Registrable Securities shall have been disposed of under
such Registration Statement; (b) such Registrable Securities shall have become
transferable, and have been so transferred, in accordance with the resale
provisions of Rule 144 or any successor rule or provision, under the Securities
Act; (c) such Registrable Securities shall have been transferred in a
transaction in which the Seller's or Corum's rights and obligations under this
Agreement were not assignable in accordance with this Agreement; (d) such
Registrable Securities shall have ceased to be outstanding; or (e) the
Registrable Securities have previously been sold in accordance with the terms of
this Agreement.
"Registration Statement" means a registration statement of the Buyer on
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Form S-3 (or any successor form prescribed by the Commission) registering the
Registrable Securities under the Securities Act.
"Securities Act" means the U.S. Securities Act of 1933, as amended, and
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the rules and regulations of the Commission promulgated thereunder, as may be in
effect from time to time.
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2. REGISTRATION.
Buyer shall use its reasonable efforts to proceed with and complete the
filing of a Registration Statement in respect of the Registrable Securities as
provided herein and in doing so shall carry out the following actions:
(i) prepare the Registration Statement and use its
reasonable efforts to carry out the necessary actions to file the
Registration Statement and register the Registrable Securities in
compliance therewith;
(ii) file the Registration Statement with the Commission
prior to three (3) months from the Closing Date, and use its reasonable
efforts to cause the Registration Statement to become effective as soon
as practicable following the end of the four (4) months from the
Closing Date, and to keep such Registration Statement continuously
effective until the earlier of (A) the first anniversary of the
Closing, or (B) the date on which no Registrable Securities for which
the registration has been initiated remain unsold (the "Distribution
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Period");
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(iii) prepare and file as expeditiously a possible with the
Commission such amendments and supplements to the Registration
Statement, and the Prospectus, as may be necessary to keep the
Registration Statement effective during the Distribution Period;
(iv) furnish to each Seller and to Corum such number of
copies of the Registration Statement and the Prospectus (including each
preliminary prospectus) and any amendments or supplements thereto as
such Seller or Corum may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities;
(v) use its reasonable efforts to register or qualify the
Registrable Securities under the state securities or "blue sky" laws of
such jurisdictions as each Seller or Corum shall reasonably request and
to maintain such qualification throughout the Distribution Period,
except that Buyer shall not be required for the purpose of such
qualification to qualify generally to transact business as a foreign
corporation in any jurisdiction where it is not so qualified or, except
as to matters relating to the offer and sale of the Registrable
Securities, consent to general service of process in any such
jurisdiction;
(vi) immediately notify each Seller and Corum (A) of the
Effective Date and the date when any post-effective amendment to the
Registration Statement becomes effective, (B) of any stop order or
notification from the Commission or any other jurisdiction as to the
suspension of the effectiveness of the Registration Statement, and (C)
of the happening of any event of which Buyer has knowledge that would
result in the Prospectus contained in the Registration Statement, as
then in effect, including an untrue statement of a material fact or
omitting to state a material fact required to be stated
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therein or necessary to make the statements therein not misleading in
light of the circumstances then existing;
(vii) timely file with the Commission all documents required
to be filed by Buyer pursuant to subsections 13(a), 13(c), 15(d), and
Section 14 of the Exchange Act, and otherwise maintain its
qualification to file a Registration Statement;
(viii) During the period of time set forth in (i) above, to
use its best efforts to maintain its quotation on the Nasdaq National
Market or listing on a comparable national or regional exchange in
order to provide Sellers with a market for their Buyer Common Shares.
3. SHAREHOLDER OBLIGATIONS. In connection with the filing of the
Registration Statement, each Seller and Corum will furnish to Buyer as
expeditiously as possible, such documents or information with respect to itself
and the proposed sale or distribution of the Registrable Securities, as is
reasonably necessary in order to assure compliance with U.S. federal and
applicable state securities laws, and as a condition to any proposed sale or
distribution of the Registrable Securities deliver to Buyer in writing
representation and warranties, including but not limited to, representations and
warranties that, in connection with any proposed sale or distribution of
Registrable Securities, Seller or Corum, as applicable, has complied and will
comply with all requirements under the Securities Act, including applicable
prospectus delivery requirements, and that such shares of Registrable Securities
have been or will be sold or distributed in accordance with the method of sale
set forth in the Registration Statement. Each Seller and Corum shall comply,
throughout the Distribution Period, with all United States and state securities
laws in the offer and sale of the Registrable Securities.
4. DELAYS AND BLACKOUTS.
(a) The obligations of Buyer with respect to the Registration
Statement (as set out in Section 2 hereof) and the rights of the Sellers and
Corum to distribute the Registrable Securities pursuant to this Agreement and
any Registration Statement, may be suspended by Buyer on the occurrence of a
Material Event.
(b) In the event of a suspension pursuant to paragraph (a) of this
Section 4, Buyer shall use its best efforts to minimize the length of such
suspension, and in any event the aggregate number of days during the
Distribution Period during which the obligations of Buyer and/or rights of the
Sellers and Corum under Section 4(a) shall be so suspended shall not exceed 60
days in the aggregate.
(c) Buyer shall promptly give the Sellers and Corum notice of both
the beginning and end of any suspension under subsection 4(a). The notice shall
not provide any material nonpublic information concerning Buyer but shall only
state the existence of a suspension.
(d) Notwithstanding anything herein to the contrary, any Sellers who
are employees or officers of the Buyer shall be subject to the restrictions on
sale of Registrable Securities during
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the Blackout Period pursuant to Buyer's policy on xxxxxxx xxxxxxx and shall
otherwise be subject to such policy.
5. EXPENSES.
(a) Buyer will pay all Registration Expenses (as defined below) in
connection with the registration of Registrable Securities effected by Buyer
pursuant to Section 2 hereof. Sellers of Registrable Securities registered
pursuant to this Agreement shall pay all Selling Expenses (as defined below)
associated with such registration, with each Seller or Corum, as applicable,
bearing a pro rata portion of the Selling Expenses based upon the number of
Registrable Securities registered by each Seller or Corum, as applicable.
(b) The term "Registration Expenses" means all expenses incurred by
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Buyer in complying with Section 2 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel to Buyer and independent public accountants for Buyer, fees and expenses
incurred in connection with complying with state securities or "blue sky" laws,
and fees of transfer agents and registrars; provided, however, that Registration
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Expenses shall not include the fees and expenses of counsel for the Sellers or
Corum. The term "Selling Expenses" means all underwriting discounts and selling
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commissions and stock transfer fees and taxes applicable to the sale of the
Registrable Securities.
6. SALE OF REGISTRABLE SECURITIES DURING THE DISTRIBUTION PERIOD.
The parties confirm their intention that the sale or distribution of
the Registrable Securities will be carried out in a orderly and cooperative
manner. To that end, the Sellers and Corum will periodically advise Buyer of the
nature and progress of their efforts to sell or distribute the Registrable
Securities including, without limitation, the provision to Buyer of a written
monthly report setting out any sales of Registrable Securities.
7. INDEMNIFICATION.
(a) Buyer will indemnify and hold harmless each of the Sellers, and
Corum, the officer, directors, partners, agents and employees of the Sellers and
Corum and each person, if any, who controls such Seller or Corum within the
meaning of the Securities Act, against all losses, claims, damages or
liabilities, joint or several (collectively "Claims"), to which they may become
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subject under the Securities Act, the Exchange Act or other federal or state law
(excepting Claims related to or arising from a breach by such Sellers or Corum
of its obligations under Sections 3 or 4), in so far as the Claims (or actions
in respect thereof) arise out of or are based on (i) any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement or any amendment or supplement thereto, or the omission or alleged
omission to state in those
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documents a material fact required to be stated therein, or necessary to make
the statements therein, not misleading or (ii) any untrue statement or alleged
untrue statement of a material fact contained in any preliminary Prospectus or
the Prospectus or any amendment or supplement thereto, or the omission or
alleged omission to state in those documents a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading (collectively, a "Violation"), and reimburse each such
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Seller, officer, director, partner, agent, employee or controlling person and
Corum for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any Claims; provided, however, that the
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indemnity agreement contained in this Section 7(a) shall not apply to amounts
paid in settlement of any such Claims, if such settlement is effected without
the consent of Buyer, which consent shall not be unreasonably withheld,
conditioned or delayed. This indemnity shall not apply to any Claims that arise
out of, or are based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in reliance upon and in conformity with
information provided by any such Seller or Corum in writing specifically for the
purposes of filing or maintaining the effectiveness of the Registration
Statement.
(b) Each Seller and Corum will, severally as to himself or itself, as
the case may be, indemnify and hold harmless Buyer, each of its officers,
directors, partners, agents or employees, each person, if any, who controls
Buyer within the meaning of the Securities Act, any underwriter and any other
Seller or any of its directors, officers, partners, agents or employees or any
person who controls such Seller, and Corum or any of its directors, officers,
partners, agents or employees or any person who controls Corum against any
Claims to which Buyer or any such director, officer, partner, agent, employee,
controlling person or underwriter, or other such Seller or Corum or director,
officer, partner, agent, employee or controlling person may become subject,
under the Securities Act, the Exchange Act or other federal or state law,
insofar as such Claims arise out of or are based upon any Violation, in each
case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Seller or Corum, as applicable, expressly for use in connection with such
registration; and each such Seller or Corum, as applicable, will reimburse any
reasonable legal or other expenses reasonably incurred by Buyer or any such
director, officer, partner, agent, employee, controlling person or underwriter,
other Seller, Corum, officer, director, partner, agent, employee or controlling
person in connection with investigating or defending any such Claims.
Notwithstanding anything contained in this Agreement to the contrary, the
indemnity agreement contained in this Section 7(b) shall not apply to amounts
paid in settlement of any such Claims if such settlement is effected without the
consent of the Seller or Corum, as applicable, which consent shall not be
unreasonably withheld, conditioned or delayed; provided further, that the
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aggregate liability of each Seller or Corum in connection with any sale of
Registrable Securities pursuant to a Registration Statement in which a Violation
occurred shall be limited to such Seller"s net proceeds from the sale of
Registrable Securities pursuant to such Registration Statement.
(c) As soon as it becomes aware of the commencement of an action
respecting a Claim, the indemnified party shall promptly notify the indemnifying
party, although failure to notify shall not relieve the indemnifying party from
any liability to indemnify the indemnified party. Following receipt of that
notice, the indemnifying party may participate in and, to the extent it wishes
and upon giving notice to the indemnified party, assume and undertake the
defense of the action using counsel satisfactory to it. In that event, the
indemnifying party will not be liable to the indemnified party for any legal
expenses subsequently incurred by the
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indemnified party in connection with the defense of the action, other than
reasonable costs of investigation and of liaison with the indemnifying party"s
counsel. If the defendants in any action include both the indemnified party and
the indemnifying party, and if the indemnified party reasonably concludes that
there may be reasonable defenses available to it that are different from or
additional to those available to the indemnifying party or if the interests of
the indemnified party reasonably may be deemed to be conflicting with the
interests of the indemnifying party, the indemnified party shall have the right
to select separate counsel and to assume those legal defenses and otherwise to
participate in the defense of the action, with the expenses and fees of separate
counsel and other expenses related to that participation to be reimbursed by the
indemnifying party as incurred.
(d) If the indemnification provided for above is held by a court of
competent jurisdiction to be unavailable, then the indemnifying party, in lieu
of such indemnification, shall contribute to the amount paid or payable by the
indemnified party in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand the indemnified party on the
other hand in connection with the statements or omissions that resulted in the
Claims, as well as other equitable considerations; provided, however, that, in
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any such case (i) neither a Seller nor Corum shall be required to contribute any
amount in excess of such Seller"s net proceeds and/or value of such Buyer Common
Shares, on the date of such sale pursuant to the registration of such shares
effected by Buyer under this Agreement, and (ii) no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person or entity who
is not guilty of such fraudulent misrepresentation. The relative fault of the
parties shall be determined by reference to, among other things, whether the
alleged untrue statement of a material fact or omission to state a material fact
relates to information supplied by the indemnifying party or the indemnified
party and the parties" relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
(e) The provisions of this Section 7 shall survive the expiration or
termination of this Agreement and shall expire at the end of any applicable
limitation period.
8. RESTRICTIONS ON TRANSFERS OF COMMON SHARES.
The Sellers and Corum agree and understand that the issuance of the
Registrable Securities has not been, and, except as contemplated in this
Agreement, the sale or other disposition thereof by the Sellers and Corum will
not be, registered under the Securities Act or the securities laws of any state
and that such shares may be sold or disposed of only in one or more transactions
registered under the Securities Act and, where applicable, such state laws or as
to which an exemption from the registration requirements of the Securities Act
and, where applicable, such state laws is available. The Sellers and Corum
acknowledge that, except as expressly set forth in this Agreement, the Sellers
and Corum have no right to require Buyer to cause the registration of any
Registrable Securities. The Sellers and Corum understand and agree that each
certificate representing any Registrable Securities (each, a "Certificate")
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shall be subject to stop transfer instructions and shall bear the following
legend:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE
STATE OR FOREIGN SECURITIES LAWS. THESE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE
SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SECURITIES UNDER THE ACT AND ANY
APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR THE
AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS."
Buyer hereby agrees that it will, upon the request of the Sellers and
Corum, eliminate any stop transfer instructions and any restrictive legend on
any certificates representing the Registrable Securities if (i) in the opinion
of counsel, which counsel and opinion (in form, scope and substance) shall be
reasonably satisfactory to Buyer, the Sellers and Corum are entitled to sell or
dispose of the Registrable Securities represented by such Certificate without
registration or (ii) such shares are being disposed of by the Sellers and Corum
under a Registration Statement pursuant to Section 2 herein and in compliance
with the Securities Act and applicable state and federal securities laws. Before
the Registration Statement is declared effective, Buyer will use reasonable
efforts to arrange for its transfer agent to automatically remove the legend and
transfer any shares disposed of by the Sellers and Corum under a Registration
Statement pursuant to Section 2 herein if a Seller and Corum and its broker
provide transfer representation documents reasonably acceptable to its transfer
agent.
9. BINDING ON SUCCESSORS. This Agreement is binding upon and shall
inure to the benefit of the respective successors, assigns, transferees or
donees of the parties, whether so expressed or not.
10. NO ASSIGNMENT. Neither a Seller nor Corum may assign this
Agreement or any of the rights or obligations hereunder without the express
written consent of the Buyer; provided, however, that a Seller nor Corum may
assign this Agreement or any of the rights or obligations hereunder without the
express written consent of Buyer in connection with the assignment or transfer
by such Seller or Corum, as applicable, to a partner, stockholder, member,
affiliate or family member of the Seller or Corum, as applicable, or to any
trust or limited or general partnership for the benefit of any such family
member of the Seller or Corum, as applicable, provided each such transferee or
assignee agrees in a written instrument delivered to the Buyer to be bound by
the provisions of this Agreement as a Seller or Corum. Each of the Sellers and
Corum may assign registration rights in connection with one or more sales or
transfers, each to a single purchaser, donee or transferee, of at least 20% of
the number of Buyer Common Shares originally held by such Seller or Corum, as
applicable, provided that the purchaser agrees to be bound by this Agreement.
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11. NOTICE. All notices, requests, consents or other communications
required pursuant to this Agreement shall be in writing and shall be delivered
personally, mailed by certified or registered mail (return receipt requested),
or sent by facsimile addressed as follows:
if to Buyer:
SeaChange International, Inc.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Attention: Vice President, Administration and Finance
Facsimile: (000) 000-0000
with a copy to:
Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx., Esq.
Facsimile: (000) 000-0000
if to any Seller or to Corum, at the address set forth on
Schedule A hereto.
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with a copy to:
Xxxxxx Xxxxxxxx LLP
3000 Two Xxxxx Square
00/xx/ xxx Xxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
or, to such other address as may be given pursuant to this Section 11.
12. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware (irrespective of its choice of
law principles).
13. AMENDMENT. This Agreement may not be amended without the written
consent of Buyer and the holders of a majority of the Registrable Securities
then outstanding. The failure of a party to enforce any right set forth in this
Agreement, or granted at law or in equity, shall in no way be construed to be a
waiver of such right, or affect the validity of this Agreement or any part
thereof, or the right thereafter to enforce each and every provision of this
Agreement.
14. UNENFORCEABLE PROVISION. If any provision of this Agreement is
held to be illegal, invalid, or unenforceable, such provision shall be severed
from this Agreement and
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shall not in any manner affect or render illegal, invalid or unenforceable any
other provision of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
SEACHANGE INTERNATIONAL, INC.
By /s/ Xxxxxxx X. Xxxxxxx
__________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer, Treasurer and
Vice President, Finance and Administration
INNOTECH CORPORATION
By /s/ Xxxxx X. Xxxxxxx
_______________________
Name: Xxxxx X. Xxxxxxx
Title: Chairman and Chief Executive Officer
INNO MICRO CORPORATION
By /s/ Xxxxx Xxxxxx
______________________
Name: Xxxxx Xxxxxx
Title: President
/s/ Xxxxxx Xxxxx
__________________________
Xxxxxx X. Xxxxx
/s/ Xxxxxxx Xxxxxxx
__________________________
Xxxxxxx Xxxxxxx
CORUM GROUP, LTD.
By /s/ Xxxxx Xxxxxxx
______________________
Name: Xxxxx Xxxxxxx
Title: General Counsel
A-1
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SCHEDULE A
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Address of Sellers (including telephone and facsimile
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Name of Sellers and Corum numbers)
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Innotech Corporation 2-13-13 Shinyokohama, Xxxxxxx-Xx
Xxxxxxxx-Xxx
Xxxxxxxx 000
Xxxxx
Phone:
Facsimile:
Inno Micro Corporation 2-13-13 Shinyokohama, Kouhoku-Ku
Yokohama-Shi
Xxxxxxxx 000
Xxxxx
Phone:
Facsimile:
Xxxxxx X. Xxxxx 000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Phone:
Facsimile: (000) 000-0000
Xxxxxxx Xxxxxxx 000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Phone:
Facsimile: (000) 000-0000
Corum Group, Ltd. 0000 Xxxxxxxx Xxxxx
00000 Xxxxxxxxx 8/th/ Street
Bellevue, WA 98004-4355
Phone: (000) 000-0000
Facsimile: (000) 000-0000
