Exhibit 10.14
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Rights Agreement") is entered into
as of the 4th day of November, 1996 by and among each of the persons set forth
in Schedule 1 hereto (collectively referred to herein as "Shareholders") and
American Business Information, Inc. (the "Company").
Section 1. Definitions. Certain terms utilized in this Rights Agreement
shall have the meanings indicated herein:
"Commission" means the United States Securities and Exchange Commission.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Registrable Securities" means the shares of the Company's Common Stock,
par value $.0025 per share, that have been issued to the Shareholders pursuant
to the terms of an Agreement and Plan of Reorganization, dated as of the date
hereof, by and among the Company, County Data Corporation, a Vermont
corporation, and the Shareholders. Registrable Securities shall not include, and
the Company shall have no obligation to keep effective a registration statement
hereunder with respect to, any such shares that are no longer subject to any
restrictions on transfer by the Shareholders pursuant to the applicable
provisions of Rules 144 or 145 under the Securities Act or which have been
registered or sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction.
"Registration Expenses" means all expenses incurred by the Company in
connection with the registration of Registrable Securities pursuant to this
Rights Agreement, including (a) all registration and filing fees paid to the
Commission; (b) fees and expenses of compliance with state securities or blue
sky laws (including reasonable fees and disbursements of counsel in connection
with blue sky qualifications of the Registrable Securities); (c) printing
expenses; (d) internal expenses (including, without limitation, all salaries and
expenses of the Company's officers and employees performing legal or accounting
duties); (e) the fees and expenses incurred in connection with any listing of
the Registrable Securities on the NASDAQ Stock Market or similar facility; (f)
fees and expenses of counsel for the Company and fees and expenses for
independent certified public accountants retained by the Company; and (g) the
reasonable fees and expenses of any special experts retained by the Company in
connection with such registration.
"Securities Act" means the Securities Act of 1933, as amended.
"Selling Expenses" means all underwriting fees, discounts, commissions or
expenses attributable to any sale by a Shareholder of all or part of the
Registrable Securities.
Section 2. Registration on Form S-3. (a) The Company shall use its
commercially reasonable best efforts to cause a registration statement on
Form S-3 covering the resale (or pledge as collateral) by the Shareholders of
the Registrable Securities to be filed with Commission and declared effective
under the Securities Act by no later than March 1, 1997 and to keep such
registration statement effective under the Securities Act until the date which
is two
(2) years from the date hereof, or such earlier date upon which no Shareholder
owns any Registrable Securities. If the Company is not eligible to register its
securities on Form S-3 at any such time, it shall use its commercially
reasonable best efforts to file such registration statement on a form (including
Form S-1) which it is eligible to use to register securities under the
Securities Act.
(b) Notwithstanding anything in this Rights Agreement to the contrary, if
the Board of Directors of the Company determines, in its sole discretion, that
it would be seriously detrimental to the Company for a Form S-3 registration to
be filed or become effective under the Securities Act due to (A) the existence
of a material development or potential material development involving the
Company which the Company would be obligated to disclose in the prospectus
contained in the Form S-3 registration statement, which disclosure would be
premature or otherwise inadvisable in the good faith judgment of the Board of
Directors, or (B) the existence of other facts or circumstances as a result of
which the prospectus contained or to be contained in the Form S-3 registration
statement includes or would include an untrue statement of a material fact or
omits or would omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made or then existing, the Company may defer
the filing or effective date of the Form S-3 registration statement to be filed
hereunder. If the Company elects to defer the filing or effective date of the
Form S-3 registration statement, it shall furnish prompt notice thereof to the
Shareholders, which notice shall specify the reason for the delay and the
estimated length of the delay, and will use its commercially reasonable best
efforts to amend the registration statement or take such other action as may be
necessary to allow for the filing or effectiveness of the registration statement
as soon as practicable. Shareholders receiving any notice from the Company with
respect to the matters covered by this Section 2(b) shall keep the fact and
content of such notice, and the event or circumstances giving rise to such
notice, confidential.
(c) In connection with the registration of Registrable Securities required
under this Rights Agreement, the Company shall take the actions set forth below:
(i) The Company shall notify each Shareholder of any stop
order issued or threatened by the Commission with respect to the
registration statement filed in connection therewith and will take all
reasonable actions required to prevent the entry of such stop order or to
remove it if entered.
(ii) The Company shall furnish to each Shareholder, such
number of copies of such registration statement, each amendment and
supplement thereto (in each case including all exhibits thereto), and the
prospectus included in such registration statement (including each
preliminary prospectus), in conformity with the requirements of the
Securities Act, and such other documents as a selling Shareholder may
reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Shareholder.
(iii) The Company shall use its commercially reasonable best
efforts to register or qualify the Registrable Securities under the
securities or "blue sky" laws of each state of the United States of America
as any Shareholder requests to the extent such request is deemed reasonable
by the Board of Directors of the Company in its sole discretion, and shall
do any and all other acts and things which may be reasonably necessary or
advisable to enable each selling Shareholder to consummate the disposition
in such states of the Registrable Securities owned by selling Shareholder;
provided that the Company shall not
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be required to (A) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this subsection
(iii), (B) subject itself to taxation in any such jurisdiction or (C)
consent to general service of process in any such jurisdiction.
(iv) During any period in which a Shareholder is required to
deliver a prospectus in connection with the sale of Registrable Securities,
the Company shall immediately notify each Shareholder entitled to sell
Registrable Securities of the happening of any event which comes to the
Company's attention if, as a result of such event, the prospectus included
in the registration statement filed under this Rights Agreement contains
any untrue statement of a material fact or omits to state any material fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, and the Company shall promptly
prepare and furnish to each Shareholder and file with the Commission a
supplement or amendment to such prospectus so that such prospectus will no
longer contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided,
however, that if the Board of Directors of the Company, in its sole
discretion, determines that the disclosure of such event would be seriously
detrimental to the Company, then the Company may defer the preparation of
such a supplement or amendment and, in such case, the Company shall furnish
prompt notice thereof to the Shareholders, which notice shall specify the
reason for the delay and the estimated length of the delay, and will use
its commercially reasonable best efforts to prepare and furnish such
amendment or supplement as soon as practicable. Shareholders receiving any
such notice from the Company shall (i) not sell or otherwise dispose of
Registrable Securities until such amendment or supplement to the prospectus
has been prepared and filed with the Commission and (ii) keep the fact and
content of such notice, and the event or circumstances giving rise to such
notice, confidential.
(v) The Company shall make available for inspection by the
Shareholders and any attorney, accountant or other agent retained by such
Shareholders all financial and other records, pertinent corporate documents
and properties of the Company and its subsidiaries, as such person may
reasonably request for the purpose of confirming that such registration
statement does not contain any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading,
provided that the Company obtains reasonably satisfactory assurances that
such information will be used solely for such purpose and will be held in
confidence (except to the extent that it is included in the registration
statement). The Company shall cause the officers, directors and employees
of the Company and each of its subsidiaries to supply such information and
respond to such inquiries as any Shareholder or underwriter may reasonably
request or make for the purpose of confirming that such registration
statement does not contain any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading,
provided that the Company obtains reasonably satisfactory assurances that
such information will be used solely for such purpose and will be held in
confidence (except to the extent that it is included in the registration
statement).
(vi) The Company shall otherwise use its commercially
reasonable best efforts to comply with all applicable rules and regulations
of the Commission, and make
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generally available to its security holders, as soon as reasonably
practicable, an earnings statement covering a period (which may begin with
the first fiscal quarter ending after the effective date of the
registration statement) of at least 12 months after the effective date of
the registration statement (as the term "effective date" is defined in Rule
158(c) under the Securities Act), which earnings statement shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder.
(vii) The Company shall use its commercially reasonable best
efforts (if the offering is underwritten) to furnish, at the request of any
Shareholder, on the date that Registrable Securities are delivered to the
underwriters for sale pursuant to such registration: (1) an opinion, dated
such date, of counsel representing the Company for the purposes of such
registration, addressed to the underwriters and to such Shareholder,
stating that such registration statement has become effective under the
Securities Act and that (A) to the best knowledge of such counsel, no stop
order suspending the effectiveness thereof has been issued and no
proceedings for that purpose have been instituted or are pending or
contemplated under the Securities Act, (B) the registration statement, the
related prospectus, and each amendment or supplement thereof, comply as to
form in all material respects with the requirements of the Securities Act
and the applicable rules and regulations of the Commission thereunder
(except that such counsel need not express any opinion as to financial
statements contained therein) and (C) to such other effects as may
reasonable be requested by counsel for the underwriters or by such
Shareholder or his counsel; and (2) a letter dated such date from the
independent public accountants retained by the Company, addressed to the
underwriters and to such Shareholder, stating that they are independent
public accountants within the meaning of the Securities Act and that, in
the opinion of such accountants, the financial statements of the Company
included in the registration statement or prospectus, or any amendment or
supplement thereof, comply as to form in all material respects with the
applicable accounting requirements of the Securities Act, and such letter
shall additionally cover such other financial matters (including
information as to the period ending no more than five business days prior
to the date of such letter) with respect to the registration in respect of
which such letter is being given as such underwriters or such Shareholder
may reasonably request.
Section 3. Other Registration Rights. The Shareholders acknowledge that
certain other stockholders of the Company may now or hereafter have registration
rights, and that such other stockholders may be entitled to sell their
securities at the same time, or pursuant to the same registration statement, as
the Shareholders hereunder.
Section 4. Expenses of Registration. All Registration Expenses incurred
in connection with the Company's obligations hereunder shall be borne by the
Company. Unless otherwise stated, all Selling Expenses relating to securities
proposed to be registered hereunder and all other registration expenses shall be
borne by the Shareholders of such securities pro rata on the basis of the number
of shares proposed to be sold by each of them.
Section 5. Limitation on Timing of Sales. Notwithstanding the
registration of Registrable Shares pursuant to this Rights Agreement, Xxxxx X.
Xxxxx, Xxxxxx X. Xxxxx, Xxxxx X. Xxxxx and Xxxx X. Xxxxx (the "Management
Shareholders") agree with the Company that they will not sell, assign or
otherwise dispose of Registrable Securities during any period in which executive
officers and directors of the Company are prohibited from engaging in trades in
the Company's securities pursuant to the Company's xxxxxxx xxxxxxx policy (a
"Black-out Period"). The Company will advise the Management Shareholders of the
commencement and termination
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of any Black-out Period no later than the time the Company notifies its
executive officers and directors thereof; provided, however, that the Company
need not notify the Management Shareholders of regularly scheduled Black-Out
Periods relating to the closing of the Company's fiscal quarters.
Section 6. Holdback Agreement. Each Management Shareholder agrees not to
effect any public sale or distribution of any security of the Company, including
a sale pursuant to Rule 144 or 145 under the Securities Act, during a period
beginning up to 14 days prior to the anticipated effective date and continuing
up to 180 days after the effective date of any registration statement filed by
the Company under the Securities Act, except as part of such registration, if
and to the extent requested in writing by the Company (in the case of a non-
underwritten public offering) or by the managing underwriter (in the case of an
underwritten public offering).
Section 7. Indemnification and Contribution.
(a) Indemnification by the Company. The Company shall indemnify and hold
harmless each selling Shareholder and each person, if any, who controls such
selling Shareholder within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
damages, liabilities and expenses (including reasonable costs of investigation)
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any registration statement or prospectus relating
to the Registrable Securities or in any amendment or supplement thereto or in
any preliminary prospectus, or arising out of or based upon 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, except insofar as
such losses, claims, damages, liabilities or expenses (i) result from a breach
by the selling Shareholder of any of its obligations under this Rights Agreement
or (ii) arise out of, or are based upon, any such untrue statement or omission
or allegation thereof based upon information furnished to the Company by such
selling Shareholder or on such selling Shareholder's behalf; and provided,
further, that with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus, the indemnity
contained in this paragraph shall not apply to the extent that any such loss,
claim, damage, liability or expense results from the fact that a current copy of
the prospectus was not sent or given to the persons or entities asserting any
such loss, claim, damage, liability or expense at or prior to the written
confirmation of the sale of the Registrable Securities concerned to such persons
or entities with a current copy of the prospectus and such current copy of the
prospectus would have cured the defect giving rise to such loss, claim, damage,
liability or expense. The Company agrees to indemnify any underwriters of the
Registerable Securities, their officers and directors and each person who
controls such underwriters on terms consistent with industry standards in effect
at such time.
(b) Indemnification by Shareholders. Each selling Shareholder agrees to
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Company to such selling Shareholder, but only with respect to losses,
claims, damages, liabilities or expenses which (i) result from a breach of such
selling Shareholders obligations under this Rights Agreement or (ii) arise out
of, or are based upon, information furnished in writing by such selling
Shareholder or on such selling Shareholder's behalf. Each seller Shareholder
agrees to indemnify and hold harmless the underwriters of the Registrable
Securities, their officers and directors and each person who controls such
underwriters on terms consistent with industry standards in effect at such time.
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(c) Contribution. If the indemnification provided for in this Section 7 is
unavailable to any indemnified parties in respect of any losses, claims,
damages, liabilities or judgments referred to herein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities and judgments (i) as between the Company and the
selling Shareholders on the one hand and the underwriters on the other, in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the selling Shareholders on the one hand and the underwriters on the
other, from the offering of the Registrable Securities, or if such allocation is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault of the Company and
the selling Shareholders on the one hand and of the underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations and (ii) as between the Company on the one hand and
each selling Shareholder on the other, in such proportion as is appropriate to
reflect the relative fault of the Company and of each selling Shareholder in
connection with such statements or omissions, as well as any other relevant
equitable considerations.
Section 8. Miscellaneous. (a) Notices. All notices that are required
or may be given pursuant to the terms of this Rights Agreement shall be in
writing and shall be sufficient in all respects if given in writing and
delivered personally or by a recognized courier service or by registered or
certified mail, postage prepaid, to any party at its address set forth below,
with a copy of same by any of the authorized means to the indicated person or
persons:
If to Company: American Business Information, Inc.
Post Office Box 27347
0000 Xxxxx 00xx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxxx Xxxxx and Xxx X. Xxxxxxx
with a copy to: Xxxxx Xxxx
0000 Xxxxxx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxxxx X. Xxxx, Esq.
If to a Shareholder: To the address set forth in Schedule 1
Any notice or other communication shall be deemed to have been given on the
day it is personally delivered or delivered by a recognized courier service as
aforesaid or, if mailed, on the fifth day after it is mailed. Any party may
change its address for notices or the person or persons authorized to receive
notices for it by providing notice to the other parties in accordance with this
Section.
(b) Invalidity of Provisions. If any provision of this Rights Agreement is
determined to be invalid, illegal or unenforceable, in whole or in part, then
the parties shall be relieved of all obligations arising under such provision to
the extent it is invalid, illegal or unenforceable, and such provision shall be
reformed to the extent necessary to make it legal and enforceable while
preserving its intent or, if that is not possible, by substituting therefor
another provision that is legal and enforceable and achieves the same
objectives.
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(c) Section Titles. All section titles and captions in this Rights
Agreement are for convenience only, shall not be deemed part of this Rights
Agreement and in no way shall define, limit, extend or describe the scope or
intent of any provisions of this Rights Agreement.
(d) Further Acts. The parties shall execute all documents, provide all
information and take all such actions as may be reasonably necessary or
appropriate to achieve the purposes of this Rights Agreement and to accomplish
the transactions contemplated hereby.
(e) Entire Agreement; Waiver. This Rights Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and
supersedes all prior agreements and understandings relating to the subject
matter hereof. This Rights Agreement cannot be modified or amended except in
writing signed by the party against whom enforcement is sought. No waiver by a
party of any of the provisions of this Rights Agreement shall be deemed or shall
constitute a waiver of any other provision of this Rights Agreement, nor shall
any such waiver constitute a continuing waiver.
(f) Counterparts. This Rights Agreement may be executed in multiple
counterparts, all of which together shall constitute one agreement binding on
the parties hereto, notwithstanding that the parties are not signatories to the
same counterpart.
(g) Governing Law. This Rights Agreement shall be governed by and construed
in accordance with the substantive laws of the State of Delaware and the United
States, as applicable, without giving effect to any conflict of laws provisions
that might result in the application of the laws of another jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Rights
Agreement to be duly executed as of date first above written.
AMERICAN BUSINESS INFORMATION, INC.
By
---------------------------------
Its
--------------------------------
SHAREHOLDERS
-----------------------------------
Xxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx
-----------------------------------
Xxxx X. Xxxxx
-----------------------------------
Xxxxxxx Xxxxx
-----------------------------------
Xxxxx X. X'Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxx
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SCHEDULE 1
SHAREHOLDERS
Shares of
Name/Address Company Stock
------------ -------------
Xxxxx X. Xxxxx 285,600
X-0 Xxxxxxxxxx Xxxxxxxxxx
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxx 44,800
0000 Xxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Xxxxx X. Xxxxx 44,800
X.X. Xxx 00
Xxxxxxxx, XX 00000
Xxxx X. Xxxxx 44,800
00 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Xxxxxxx Xxxxx 67,200
000 XxXxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Xxxxx X. X'Xxxxxxx 50,400
00 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxx 22,400
00 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
