EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT DATED 7/14/99
ADEPT TECHNOLOGY, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement") is made as of July 14,
1999, by and among Adept Technology, Inc., a California corporation ("Parent"),
and each of the holders of Parent's Common Stock ("Parent Common Stock"), set
forth in the Schedule of Shareholders attached as Exhibit A hereto (each, a
"Shareholder".) Each of the Shareholders has received Parent Common Stock in
connection with the merger of BYE/OASIS Engineering, Inc., a Texas corporation
("BYE/OASIS") with and into Parent pursuant to an Agreement and Plan of
Reorganization, dated as of June 28, 1999 (the "Merger Agreement").
1. Definitions. As used in this Agreement:
(a) "Effective Time" means the date three business days after
the date Parent publicly announces financial results covering at least
30 days of combined operations of Parent and the Company.
(b) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
(c) "Holder" means: (i) a shareholder of Parent to whom shares
of Parent Common Stock are issued pursuant to the Merger Agreement or
(ii) a transferee to whom registration rights granted under this
Agreement are assigned pursuant to Section 6 of this Agreement.
(d) "Registrable Securities" means for each Holder the number
of shares of Parent Common Stock issued to such Holder pursuant to the
Merger Agreement, and for all Holders the sum of the Registrable
Securities held by them; provided, however, that such shares of Parent
Common Stock shall cease to be Registrable Securities at such time as
they are otherwise available for resale under Rule 144 of the
Securities Act, and Registrable Securities shall not include any shares
of Parent Common Stock constituting part of the Escrow Fund.
(e) "Securities Act" means the Securities Act of 1933, as
amended.
(f) "SEC" means the United States Securities and Exchange
Commission.
(g) Terms not otherwise defined herein have the meanings given
to them in the Merger Agreement.
2. Holder Registration.
(a) In case Parent shall receive from a Holder or Holders who
own not less than 10% of the then outstanding Registrable Securities, a
written request that Parent effect any registration under the
Securities Act, Parent shall (i) promptly give written notice of the
proposed registration to all other Holders and (ii) use its
commercially reasonable efforts to file within 45 days of the receipt
of such request a registration statement (including, without
limitation, the execution of an undertaking to file post-effective
amendments, appropriate qualification under applicable blue sky or
other state securities laws and appropriate compliance with applicable
regulations issued under the Securities Act and any other governmental
requirements or regulations) covering the resale of the number of
Registrable Securities for which registration has been requested by
such initiating Holder or Holders, together with all or such portion of
the Registrable Securities of any Holder or Holders joining in such
request and specified in a written request received by Parent within
ten (10) days after receipt by such Holders of such written notice from
Parent that the rights granted hereunder have been invoked.
Notwithstanding the foregoing, Parent shall not be obligated to
register more than an aggregate of 350,000 shares of Parent Common
Stock. If the amount of Registrable Securities requested to be
registered by the Holders is greater than 350,000 shares of Parent
Common Stock, Parent shall so advise the Holders that the number of
Registrable Securities that may be included in the registration shall
be allocated among all Holders thereof in proportion, as nearly as
practicable,
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to the respective amounts of Registrable Securities held by such
Holders at the time of filing the registration statement. In no event
shall Parent be required to file a registration statement under this
Agreement if it does not then satisfy the eligibility requirements for
the use of Form S-3 under the Securities Act. Each Holder shall provide
all such information and materials and take all such action as may be
required in order to permit Parent to comply with all applicable
requirements of the Securities Act, the Exchange Act, and of the SEC,
and to obtain any desired acceleration of the effective date of such
registration statement, such provision of information and materials to
be a condition precedent to the obligations of Parent pursuant to this
Agreement to register the Registrable Securities held by each such
Holder. The offering made pursuant to such registration shall not be
underwritten. Parent shall not be obligated to take any action to
effect any such registration pursuant to this Section 2(a) after one
year from the date of this Agreement. Parent shall also not be
obligated to take any action to effect any such registration pursuant
to this Section 2(a) after Parent has effected one such registration
pursuant to this Section 2(a), and such registration has been declared
or ordered effective.
(b) Parent shall (i) prepare and file with the SEC the
registration statement in accordance with Section 2(a) hereof with
respect to the Registrable Securities and shall use its best efforts to
cause such registration statement to become effective as promptly as
practicable after filing (but no event earlier than the Effective Time)
and to keep such registration statement effective until the sooner to
occur of (A) the date on which all Registrable Securities included
within such registration statement have been sold or (B) the expiration
of thirty (30) days after the day on which such registration statement
has been declared effective; (ii) prepare and file with the SEC such
amendments to such registration statement and amendments or supplements
to the prospectus used in connection therewith as may be necessary to
comply with the provisions of the Securities Act with respect to the
sale or other disposition of all securities registered by such
registration statement; (iii) furnish to each Holder such number of
copies of any prospectus (including any preliminary prospectus and any
amended or supplemented prospectus) in conformity with the requirements
of the Securities Act, and such other documents, as each Holder may
reasonably request in order to effect the offering and sale of the
Registrable Securities to be offered and sold, but only while Parent
shall be required under the provisions hereof to cause the registration
statement to remain effective; (iv) use its commercially reasonable
efforts to register or qualify the Registrable Securities covered by
such registration statement under the securities or blue sky laws of
such jurisdictions as each Holder shall reasonably request (provided
that Parent 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 jurisdiction where it has not
been qualified), and do any and all other acts or things which may be
necessary or advisable to enable each Holder to consummate the public
sale or other disposition of such Registrable Securities in such
jurisdictions; and (v) notify each Holder, promptly after it shall
receive notice thereof, of the date and time the registration statement
and each post-effective amendment thereto has become effective or a
supplement to any prospectus forming a part of such registration
statement has been filed.
3. Suspension of Prospectus. Under any registration statement filed
hereof, Parent may restrict disposition of Registrable Securities, and a Holder
will not be able to dispose of such Registrable Securities, if Parent shall have
delivered a notice in writing to such Holder stating that a delay in the
disposition of such Registrable Securities is necessary because Parent, in its
reasonable judgment, has determined that such sales would require public
disclosure by Parent of material nonpublic information that is not included in
such registration statement. Any such delay shall result in a corresponding
extension of the period of time that Parent is required to maintain the
effectiveness of the registration statement under Section 2. Without limiting
the foregoing, no Holder shall be permitted to dispose of any Registrable
Securities during any period when officers, directors, or employees of Parent
are precluded from buying or selling Parent's securities under the terms of
Parent's xxxxxxx xxxxxxx policy as then in effect.
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4. Expenses. All of the out-of-pocket expenses incurred in connection
with any registration of Registrable Securities pursuant to this Agreement,
including, without limitation, all SEC, Nasdaq National Market and blue sky
registration and filing fees, printing expenses, transfer agents' and
registrars' fees, and the reasonable fees and disbursements of Parent's outside
counsel and independent accountants shall be paid by Parent. All sales
commissions, legal fees, or other fees and expenses incurred by the Holder in
connection with the sale of Registrable Securities pursuant to the registration
statement shall be paid by the Holders.
5. Indemnification. In the event of any registration pursuant to this
Agreement:
(a) Parent will indemnify each Holder, each of its officers,
directors and partners and such Holder's legal counsel and independent
accountants, and each person controlling such Holder within the meaning
of Section 15 of the Securities Act, with respect to which
registration, qualification or compliance has been effected pursuant to
this Agreement, and each underwriter, if any, and each person who
controls any underwriter within the meaning of Section 15 of the
Securities Act, against all expenses, claims, losses, damages and
liabilities (or actions in respect thereof), including any of the
foregoing incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any registration
statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they are made, not misleading, or any violation
by Parent of any rule or regulation promulgated under the Securities
Act or state securities laws applicable to Parent in connection with
any such registration, qualification or compliance, and will reimburse
each such Holder, each of its officers, directors and partners and such
Holder's legal counsel and independent accountants, and each person
controlling such Holder, each such underwriter and each person who
controls any such underwriter, for any legal and any other expenses
reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action, provided
that Parent will not be liable in any such case to the extent that any
such claim, loss, damage, liability or expense arises out of or is
based in any untrue statement or omission or alleged untrue statement
or omission, made in reliance upon and in conformity with written
information furnished to Parent in an instrument duly executed by such
Holder or underwriter and stated to be specifically for use therein.
(b) Each Holder will, if Registrable Securities held by such
Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify Parent, each
of its directors and officers and its legal counsel and independent
accountants, each underwriter, if any, of Parent's securities covered
by such a registration statement, each person who controls Parent or
such underwriter within the meaning of Section 15 of the Securities
Act, and each other such Holder, each of its officers and directors and
each person controlling such Holder within the meaning of Section 15 of
the Securities Act, against all claims, losses, damages and liabilities
(or actions in respect thereof) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse Parent, such
Holders, such directors, officers, legal counsel, independent
accountants, underwriters or control persons for any legal or any other
expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each
case to the extent, but only to the extent, that such untrue statement
(or alleged untrue statement) or omission (or alleged omission) is made
in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information
furnished to Parent by an instrument duly executed by such Holder and
stated to be specifically for use therein; provided, however, that the
obligations of such Holders hereunder shall be limited to an amount
equal to the gross proceeds before expenses and commissions to each
such Holder of Registrable Securities sold as contemplated herein.
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(c) Each party entitled to indemnification under this Section
5 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has written notice of any claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting therefrom,
provided that counsel for the Indemnifying Party, who shall conduct the
defense of such claim or litigation, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably withheld),
and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve
the Indemnifying Party of its obligations under this Agreement, except
to the extent, but only to the extent, that the Indemnifying Party's
ability to defend against such claim or litigation is impaired as a
result of such failure to give notice. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent
of each Indemnified Party, consent to entry of any judgment or enter
any settlement which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to the Indemnified Party of a
release from all liability in respect to such claim or litigation.
(d) The obligations of Parent and each Holder under this
Section 5 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Agreement and
otherwise.
(e) Notwithstanding the foregoing, to the extent the
provisions of this Section 5 are inconsistent with or conflict with the
terms of any underwriting, indemnification, selling or similar
agreement entered into by a Holder in connection with the offer and
sale of Registrable Securities pursuant to a registration effected
pursuant to this Agreement, the terms of such agreement shall govern
and shall supersede the provisions of this Agreement.
6. Assignment of Registration Rights. The rights to cause Parent to
register Registrable Securities pursuant to this Agreement shall not be
assignable except to a Holder's spouse, lineal ancestor or descendant, or to a
trust for the benefit of the Holder, his or her spouse, or any lineal ancestor
or descendant.
7. Amendment of Registration Rights. This Agreement may be amended at
any time upon the written consent of the Holders of a majority of the
outstanding Registrable Securities and Parent.
8. Counterpart Signatures. This Agreement may be executed in
counterparts, all of which together shall constitute a single agreement.
[Remainder of Page Intentionally Left Blank]
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In witness whereof the parties have signed this Registration Rights
Agreement on the day and year first above written.
"PARENT"
ADEPT TECHNOLOGY, INC.
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
"SHAREHOLDER"
By: ______________________________________
Name: ____________________________________
Address: _________________________________
_________________________________
_________________________________
[Signature Page to Registration Rights Agreement]
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