EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered into as of October 31, 2001 by and among PRIMEDIA INC., a Delaware
corporation (the "COMPANY"), and AMERICAN FUNDS INSURANCE SERIES - GROWTH FUND
(the "HOLDER"), pertaining to the 6,115,200 shares (the "PURCHASED SHARES") of
the Company purchased by the Holder from CMGI.
A. CMGI has sold and the Holder has purchased 6,115,200 shares of the
Company's common stock at a price of $1.85 per share; and
B. To induce the Holder to purchase such securities, the Company has
agreed to provide certain registration rights to the Holder under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the "ACT"), and applicable state
securities laws.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Holder hereby agree as follows:
1. REGISTRATION RIGHTS.
1.1 DEFINITIONS. For purposes of this Agreement:
(a) FORM S-3. The term "Form S-3" means such form
under the Act as is in effect on the date hereof or any successor registration
form under the Act subsequently adopted by the Commission which permits
inclusion or incorporation of substantial information by reference to other
documents filed by the Company with the Commission.
(b) REGISTRATION. The terms "register," "registered,"
and "registration" refer to a registration effected by preparing and filing a
registration statement in compliance with the Act, and the declaration or
ordering of effectiveness of such registration statement.
(c) REGISTRABLE SECURITIES. The term "Registrable
Securities" means: (1) all of the Purchased Shares, and (2) any shares of common
stock of the Company issued as a dividend or other distribution with respect to,
or in exchange for or in replacement of, any of the Purchased Shares; provided,
however, that the term "Registrable Securities" shall exclude in all events (and
such securities shall not constitute "Registrable Securities") (i) any
Registrable Securities sold or transferred by the Holder to a person other than
in a transaction described in (ii) below or (ii) any Registrable Securities sold
in a public offering pursuant to a registration statement filed with the
Commission or sold pursuant to Rule 144 promulgated under the Act ("Rule 144").
Exhibit A-1
(d) PROSPECTUS: The term "Prospectus" shall mean the
prospectus included in any Shelf Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Act), 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 Shelf 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.
(e) SHELF REGISTRATION STATEMENT. See Section 1.2(a).
1.2 FORM S-3 SHELF REGISTRATION.
(a) REGISTRATION. The Company shall prepare and file
with the Commission within 15 days of the date hereof and use all reasonable
efforts to have declared effective as soon as practicable thereafter, a
registration statement on Form S-3 (or, if the Company is not then eligible to
use Form S-3, then another appropriate form) providing for the resale by the
Holder of all of the Registrable Securities (the "SHELF REGISTRATION
STATEMENT"). The Company shall use its best efforts to keep the Shelf
Registration Statement continuously effective (subject to Section 1.2(a)),
pursuant to the Act and the Rules and Regulations promulgated thereunder, until
(i) the date when such Registrable Securities cease to meet the definition of
Registrable Securities pursuant to Section 1.1, or (ii) the Company's
obligations hereunder terminate (the "PERMITTED WINDOW"). In the event that the
Shelf Registration Statement shall cease to be effective, the Company shall
promptly prepare and file a new registration statement covering the Registrable
Securities and shall use its best efforts to have such registration statement
declared effective as soon as possible. Any such registration statement shall be
considered a "Shelf Registration Statement" hereunder.
(b) BLACKOUT NOTICE. In the event (i) that the Company
concludes that it is necessary for the Company to supplement the Prospectus or
make an appropriate filing under the Exchange Act so as to cause the Prospectus
to become current, or (ii) that, in the judgment of the President, Chief
Executive Officer or the Company's Board of Directors, it is advisable to
suspend use of the Prospectus due to undisclosed pending corporate developments
or pending public filings with the Commission (which need not be described in
detail), the Company shall deliver a written notice (the "BLACKOUT NOTICE") to
the Holder to the effect of the foregoing and, upon delivery of the Blackout
Notice, the Holder shall not sell any Purchased Shares pursuant to the
Prospectus and shall not disclose to any third party that such a notice has been
given or the contents of the notice. The Permitted Window shall resume upon the
Holder's receipt of copies of the supplemented or amended Prospectus, or at such
time as the Holder has received copies of any additional or supplemental filings
that are incorporated or deemed incorporated by reference in such Prospectus and
which are required to be delivered as part of the Prospectus. In any event, such
restrictions shall terminate no later than (i) 90 days after the date of
delivery of the Blackout Notice in the case of corporate developments and (ii)
135 days following the effective date of a registration statement relating to a
pending public filing. If the Company has delivered a Blackout Notice within 90
days of the date that it delivers another Blackout Notice pursuant this section,
then the applicable time period set forth in the preceding
sentence shall be shortened so that the restrictions imposed by the Blackout
Notice shall expire no later than 10 days after delivery of such Blackout
Notice.
(c) EXPENSES. The registration fees and expenses
incurred by the Company in connection with the Shelf Registration Statement and
actions taken by the Company in connection with each Permitted Window shall be
borne by the Company. The Holder shall be responsible for any fees and expenses
of its counsel or other advisers.
1.3 OBLIGATIONS OF THE COMPANY. Whenever required to effect
the registration of any Registrable Securities under this Agreement, the Company
shall, as expeditiously as reasonably possible:
(a) Furnish to the Holder such number of copies of a
Prospectus, including a preliminary Prospectus, in conformity with the
requirements of the Act, and such other documents as it may reasonably request
in order to facilitate the disposition of the Registrable Securities owned by it
that are included in such registration.
(b) Use all reasonable efforts to register and qualify
the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Holder, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions.
(c) Notify the Holder promptly (i) of any request by
the Commission or any other federal or state governmental authority during the
period of effectiveness of a registration statement for amendments or
supplements to such registration statement or related prospectus or for
additional information, (ii) of the issuance by the Commission or any other
federal or state governmental authority of any stop order suspending the
effectiveness of a registration statement or the initiation of any proceedings
for that purpose and (iii) of the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose.
(d) Make every reasonable effort to obtain the
withdrawal of any order suspending the effectiveness of the Shelf Registration
Statement at the earliest possible time.
1.4 FURNISH INFORMATION. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to Section 1.2 that
the Holder shall furnish to the Company such information regarding it, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to timely effect the registration of its
Registrable Securities.
1.5 INDEMNIFICATION. In the event any Registrable Securities
are included in a registration statement under this Agreement:
(a) BY THE COMPANY. To the extent permitted by law,
the Company will indemnify and hold harmless the Holder, the officers and
directors of the Holder, and each person, if any, who controls the Holder (such
persons and entities referred to as "HOLDER
INDEMNIFIED PARTIES"), against any losses, expenses, damages or liabilities to
which they may become subject under the Act, the Exchange Act or other federal
or state law (a "LOSS"), insofar as such Losses (or actions in respect thereof)
arise out of any claim, action or proceeding brought by a third party arising
out of or based upon any of the following statements, omissions or violations
(collectively a "VIOLATION"):
(i) any untrue statement or alleged untrue statement
of a material fact contained in a registration statement filed
pursuant to this Section 1;
(ii) the omission or alleged omission to state in a
registration statement filed pursuant to this Section 1 a
material fact required to be stated therein, or necessary to
make the statements therein not misleading; or
(iii) any violation or alleged violation by the
Company of the Act, the Exchange Act, any federal or state
securities law or any rule or regulation promulgated under the
Act, the Exchange Act or any federal or state securities law,
in each case in connection with the offering covered by such
registration statement;
and the Company will reimburse the Holder Indemnified Party for any legal or
other expenses reasonably incurred by them, as incurred, in connection with
investigating or defending any such Violation; PROVIDED, HOWEVER, that the
indemnity agreement contained in this subsection shall not apply to amounts paid
in settlement of any such Loss, if such settlement is effected without the
consent of the Company, nor shall the Company be liable in any such case for any
such Loss to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration statement by the Holder
Indemnified Party; and provided further, that the Company will not be liable for
the reasonable legal fees and expenses of more than one counsel to the Holder
Indemnified Parties.
(b) BY THE HOLDER. To the extent permitted by law, the
Holder will indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed the registration statement, and each person, if
any, who controls the Company within the meaning of the Act (such persons and
entities referred to as "COMPANY INDEMNIFIED PARTIES") against any Losses to
which such Company Indemnified Parties may become subject under the Act, the
Exchange Act or other federal or state law, insofar as such Losses (or actions
in respect thereto) 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 the Holder
expressly for use in connection with such registration statement; and the Holder
will reimburse any legal or other expenses reasonably incurred by such Company
Indemnified Parties in connection with investigating or defending any such
Violation; PROVIDED, HOWEVER, that the indemnity agreement contained in this
subsection shall not apply to amounts paid in settlement of any such Loss if
such settlement is effected without the consent of the Holder; PROVIDED FURTHER,
that the Holder shall not be liable for the reasonable legal fees and expenses
of more than one counsel to the Company Indemnified Parties; and PROVIDED
FURTHER, that the total amounts payable in indemnity by the Holder under this
subsection in respect of any
Violation shall not exceed the net proceeds received by the Holder in the
registered offering out of which such Violation arises.
(c) NOTICE. Promptly after receipt by an indemnified
party under this Section of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim for
indemnification in respect thereof is to be made against any indemnifying party
under this Section, deliver to the indemnifying party a written notice of the
commencement of such an action and the indemnifying party shall have the right
to participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel selected by the indemnifying party and reasonably
acceptable to a majority in interest of the indemnified parties; PROVIDED,
HOWEVER, that an indemnified party shall have the right to retain its own
counsel, with the reasonable fees and expenses to be paid by the indemnifying
party, if the indemnified party has been advised in writing by counsel that
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual conflict of interests
between such indemnified party and any other party represented by such counsel
in such proceeding. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall
relieve such indemnifying party of liability to the indemnified party under this
Section to the extent such delay caused material prejudice to the indemnified
party, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section.
(d) DEFECT ELIMINATED IN FINAL PROSPECTUS. The
foregoing indemnity agreements of the Company and the Holder is subject to the
condition that, insofar as they relate to any Violation made in a preliminary
prospectus but eliminated or remedied in the amended prospectus on file with the
Commission at the time the registration statement in question becomes effective
or in the amended prospectus filed with the Commission pursuant to Rule 424(b)
of the Commission (the "FINAL PROSPECTUS"), such indemnity agreements shall not
inure to the benefit of any person if a copy of the Final Prospectus was
furnished in a timely manner to the indemnified party and was not furnished to
the person asserting the loss, liability, claim or damage at or prior to the
time such action is required by the Act.
(e) SURVIVAL. The obligations of the Company and the
Holder under this Section shall survive the completion of any offering of
Registrable Securities in a registration statement, and otherwise.
1.6 RULE 144 REPORTING. With a view to making
available the benefits of certain rules and regulations of the Commission which
may at any time permit the sale of the Registrable Securities to the public
without registration, for so long as the Holder owns any Registrable Securities,
the Company agrees to:
(a) Make and keep adequate, current public information
available, as those terms are understood and defined in Rule 144 under the Act,
at all times;
(b) File with the Commission in a timely manner all
reports and other documents required of the Company under the Exchange Act; and
(c) So long as the Holder owns any Registrable
Securities, to furnish to the Holder forthwith upon request a copy of the most
recent annual or quarterly report of the Company, and such other reports and
documents of the Company as the Holder may reasonably request in availing itself
of any rule or regulation of the Commission allowing the Holder to sell any such
securities without registration.
1.7 TERMINATION OF THE COMPANY'S OBLIGATIONS. The Company
shall have no obligation to register, or maintain, a registration statement
governing Registrable Securities, (i) if all Registrable Securities have been
registered and sold pursuant to registrations effected pursuant to this
Agreement, or (ii) at such time as all Registrable Securities held by the
Holder may be sold without any volume restrictions within a three month
period under Rule 144 by virtue of the Holder owning less than 1% of the
outstanding common stock of the Company or (iii) at such time as all
Registrable Securities held by Holder may be sold under Rule 144(k).
2. MISCELLANEOUS.
2.1 SUCCESSORS AND ASSIGNS. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Holder may not assign any of its rights
pursuant to this Agreement without the prior written consent of the Company.
2.2 GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement
shall be governed by and construed under the internal laws of the State of New
York as applied to agreements among New York residents entered into and to be
performed entirely within New York, without reference to principles of conflict
of laws or choice of laws.
2.3 COUNTERPARTS. 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.
2.4 HEADINGS. The headings and captions used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement. All references in this Agreement to sections,
paragraphs, exhibits and schedules shall, unless otherwise provided, refer to
sections and paragraphs hereof and exhibits and schedules attached hereto, all
of which exhibits and schedules are incorporated herein by this reference.
2.5 NOTICES. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified, by
telecopier or upon deposit with the United States Post Office, by registered or
certified mail, postage prepaid and addressed to the party to be notified in the
case of the Company, at PRIMEDIA INC. 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx,
00000, Attn: Xxxxxxx X. Xxxxx, or in the case of the Holder, at the record
address for the Holder as reflected on the books of the Company, or at such
other address as any party may designate by giving ten (10) days advance written
notice to the other party. Notices shall be deemed delivered upon delivery if
personally delivered, one business day after transmission with confirmation of
receipt if sent by telecopier, or three days after deposit in the mails if
mailed.
2.6 COSTS, EXPENSES. Each party's costs in connection with the
preparation, execution delivery and performance of this Agreement (including
without limitation legal fees) shall be borne by that party.
2.7 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Holder.
2.8 SEVERABILITY. If one or more provisions of this Agreement
are held to be invalid, illegal or unenforceable under applicable law, such
provision(s) shall be excluded from this Agreement and the balance of the
Agreement shall be interpreted as if such provision(s) were so excluded and
shall be enforceable in accordance with its terms.
2.9 ENTIRE AGREEMENT. This Agreement, together with any
exhibits or schedules hereto, constitutes the entire agreement and understanding
of the parties with respect to the subject matter hereof and supersedes any and
all prior negotiations, correspondence, agreements, understandings duties or
obligations between the parties with respect to the subject matter hereof.
2.10 FURTHER ASSURANCES. From and after the date of this
Agreement, upon the request of the Holder or the Company, the Company and the
Holder shall execute and deliver such instruments, documents or other writings
as may be reasonably necessary or desirable to confirm and carry out and to
effectuate fully the intent and purposes of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights AGREEMENT as of the date first above written.
THE COMPANY: HOLDER:
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PRIMEDIA INC., ______________________
a Delaware corporation
American Funds Insurance Series -
Growth Fund, by Capital Research
and Management Company, its
investment adviser
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Name: XXXXXXX X. XXXXX Name: XXXXXXX X. XXXXXX
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Title: VICE CHAIRMAN Title: SECRETARY
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REGISTRATION RIGHTS AGREEMENT]
