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Exhibit 9.1
STOCKHOLDERS' AGREEMENT
Stockholders' Agreement dated this 13th day of February, by
and among XXXXX X. XXXXX, XXXXXXX XXXXXX III, POLY VENTURE II, L. P., AT&T
CORPORATION, XXXX XXXXXX, and UNTERBERG HARRIS INTERACTIVE MEDIA LIMITED
PARTNERSHIP C.V. (collectively, the "Telebase Group"); and XXXXXXXX X. XXXXX
("Xxxxx"), XXXXXXXX X. XXXXXXX ("Diamond") and XXXXXX XXXXX XXXXXX ("Grusin")
and N2K Inc., a Pennsylvania corporation (the "Corporation"). The Telebase
Group, Xxxxx, Diamond and Grusin are herein collectively called the
"Stockholders".
BACKGROUND
Stockholders are the owners, respectively, of the number of
shares of capital stock ("Stock") of the Corporation, set forth after the name
of each on Exhibit A attached hereto and made a part hereof. The Stock set forth
on Exhibit A, represents sixty-three and six-tenths per cent (63.6%) of the
outstanding Stock of the Corporation. The parties have concluded that the
success of the Corporation depends in large measure on the concerted action of
the Stockholders represented herein. Accordingly, the parties have entered into
this Agreement.
AGREEMENT
1. Election of Directors.
(a) With respect to all actions by the
stockholders of the Corporation for the election of members
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to its Board of Directors, all Stock from time to time held by the Stockholders
shall be voted for (i) two members of the Board of Directors designated by the
Telebase Group, (ii) one member of the Board of Directors designated by Xxxxx,
(iii) one member of the Board of Directors designated by Diamond, (iv) one
member of the Board of Directors designated by Grusin, and (v) for Xxxxxx Xxxxxx
("Xxxxxx") as a member of the Board of Directors;
(b) The Stockholder entitled to nominate and
elect a director shall be entitled to remove any such director by notice to such
director and to the Corporation. Any vacancy occurring on the Board by reason of
the death, disqualification, incapacity, inability to act, resignation or
removal of any director shall be filled only by the Stockholder whose nominee
was so affected in the case of Grusin, Diamond and Xxxxx and by the Telebase
Group in the case of a nominee of the Telebase Group, so as to maintain a Board
of Directors consisting of the numbers of nominees specified in Section 1(a)
hereof; provided; however, that in the event of the death, disqualification,
incapacity, inability to or unwillingness to act, resignation or removal of
Xxxxxx, a replacement for Xxxxxx on the Board shall be nominated and elected by
a majority vote of the remaining Directors;
(c) Each of the Shareholders agrees to vote
their Shares to accomplish the intent of Section 1(b) above.
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2. Decisions by Telebase Group. For all purposes of this
Agreement, the Telebase Group shall act either (a) by unanimous consent in
writing without a meeting, or (b) by affirmative vote of the majority in
interest of the entire Group taken at a meeting for which five days prior
written notice shall have been mailed to each Stockholder of the Telebase Group.
3. Term. The term of this Stockholders' Agreement shall
commence on the date hereof, and shall continue until the consummation of an
Initial Public Offering by the Corporation. The term "Initial Public Offering"
means an initial public offering of Common Stock of the Corporation or options,
warrants or other securities convertible into or exchangeable for Common Stock,
pursuant to an effective registration statement (other than a registration
statement on Form S-4 or Form S-8 or any successor forms thereto) filed by the
Corporation under the Securities Act of 1933, as amended, which offering
generates net proceeds to the Corporation of at least $5,000,000. An Initial
Public Offering shall be deemed consummated upon the first sale under the
related registration statement or in the case of an offering which is not
underwritten, when the related registration statement first becomes effective.
4. Initial Directors. At the first meeting of stockholders of
the Corporation held after the date of this Agreement, the Stock covered by this
Agreement shall be
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voted for the election to the Board of Directors of the hereinafter-named
persons:
Xxxxx X. Xxxxx
Xxxxxxx Xxxxxxxx
Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxxxx
Xxxxxx Xxxxx Xxxxxx
Xxxxxx Xxxxxx
Pursuant to its rights under the existing Stockholder's
Agreement, Sanoma, Inc. will designate a nominee for the seventh seat on the
Board of Directors and the shareholders bound by such existing Stockholder's
Agreement will vote for such nominee.
5. Legend. The certificates for all Stock held by the
Stockholders and all of the Stock transferred or sold by the Stockholders shall
be conspicuously endorsed with the following legend:
"The transfer, voting, and other rights, of the shares of
stock represented by the within certificate are restricted
under the terms of a Stockholder's Agreement dated February
13, 1996, a copy of which is on file at the office of the
Corporation".
Within ten (10) days of the execution of this Agreement, each Stockholder shall
deliver the certificates representing the Stock owned by such Stockholder to the
Corporation for the placement on each certificate of the above legend. The
Corporation shall deliver the endorsed certificates to the Stockholders no later
than five (5) days after the receipt thereof from the Stockholder.
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6. Transferees Bound; Right to Designate Nominee Assigned. (a)
Each Stockholder agrees that (i) no transfer of the Stock owned by him or it
shall be made unless the transferee agrees in writing to join in and be bound by
all of the terms of this Agreement, and any transferee of Stock held by a member
of the Telebase Group must also agree to be a member of such group for purposes
of this Agreement, and (ii) each of the other Stockholders shall be entitled to
instruct the Corporation not to issue any stock certificate to a transferee who
has not so agreed in writing,
(b) Each of Xxxxx, Diamond and Grusin shall
retain the right to designate a nominee to the Board of Directors under
subsections (1)(a)(ii), (iii), and (iv), respectively hereof, as long as each
owns at least 20% of the Stock owned by each as of the date of this Agreement.
Any transferee of any of Xxxxx, Diamond or Grusin, respectively, shall have no
such right to designate a nominee to the Board of Directors, unless Xxxxx,
Diamond or Grusin, respectively, sells any of his Stock to such transferee in a
single transaction or a series of transactions and such Stock represents more
than 80% of the Stock owned by Xxxxx, Diamond or Grusin, respectively, as of the
date of this Agreement.
7. Notices. Any notice or other communication under or in
connection with this Stockholders' Agreement shall be effective if in writing
and mailed by nationally recognized overnight delivery service, registered or
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certified mail, postage prepaid, addressed to a Stockholder, at the latest
address furnished by him or it to the Corporation for Stock record purposes.
Copies of all notices delivered to Xxxxx, Diamond or Grusin shall also be
forwarded to Pryor, Cashman, Xxxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx, 00000, Attention: Xxxx X.
Xxxxxxxxxx.
8. Interpretation. The construction, validity and enforcement
of this Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania.
9. Counterpart Signatures. This Agreement may be executed in
one or more counterparts, and each such counterpart taken together shall
constitute one agreement binding on all parties hereto.
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IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have executed and delivered this Stockholders' Agreement
the day and year first above written.
_______________________________ _______________________________
Xxxxx X. Xxxxx Xxxxxxxx X. Xxxxx
_______________________________ _______________________________
Xxxxxxx Xxxxxx Xxxxxxxx X. Xxxxxxx
_______________________________ _______________________________
Xxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx
Poly Ventures II, L.P.
BY:_____________________________ N2K Inc.
Title:
BY:_____________________________
Title:
Unterberg Harris Interactive Media Limited Partnership C.V.
BY:_____________________________
Title:
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Schedule A
Preferred Total
Name Common (A) Vote
Xxxxx X. Xxxxx 16,000 67,200 83,200
Xxxxxxx Xxxxxx III 638,328 666,667 1,304,995
Poly Ventures II, L.P. -- 1,837,271 1,837,271
AT&T Corporation 966,000 -- 966,000
Xxxx X Xxxxxx 5,000 484,406 489,406
Unterberg Harris Interactive -- 1,538,462 1,538,462
Xxxxxxxx Xxxxx 1,563,517 467,802 2,031,319
Xxxxxxxx X. Xxxxxxx 1,563,517 589,525 2,153,042
Xxxxx Xxxxxx 1,563,517 390,879 1,954,396
(A) Upon conversion to Common Stock
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