Conformed Copy
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Exhibit No. 10.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of May 19, 1997 by
and among The Registry, Inc., a Massachusetts corporation (the "Company"), and
those persons listed on Schedule I attached hereto (each a "Holder" and
collectively, the "Holders").
WHEREAS, the Holders will acquire shares of Common Stock in connection
with the merger (the "Merger") of Renaissance Solutions, Inc., a Delaware
corporation ("Renaissance"), with a wholly-owned subsidiary of the Company
pursuant to the terms of the Agreement and Plan of Merger by and among the
Company, Rain Acquisition Corp. and Renaissance dated as of the date hereof (the
"Merger Agreement"); and
WHEREAS, the Company and the Holders wish to provide certain
arrangements with respect to the registration of shares of Common Stock under
the Securities Act.
NOW, THEREFORE, in consideration of the mutual promises and obligations
contained herein, the parties agree as follows:
1. CERTAIN DEFINITIONS.
1.1. As used in this Agreement, the following terms shall have the
following respective meanings:
"Commission" means the Securities and Exchange Commission, or any
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other Federal agency at the time administering the Securities Act.
"Common Stock" means the common stock, no par value, of the Company.
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"Effective Time" shall have the meaning given such term in the Merger
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Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
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or any similar Federal statute, and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.
"Registration Expenses" means the expenses described in Section 5.
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"Registrable Shares" means (a) the shares of Common Stock issued or
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issuable to the Holders in connection with the Merger and (b) any other shares
of Common Stock issued in respect of such shares (because of stock splits, stock
dividends, reclassifications, recapitalization, or similar events). Registrable
Shares shall cease to be Registrable Shares when (x) a registration statement
with respect to the sale of such shares shall have become
effective under the Securities Act and such shares shall have been disposed of
in accordance with the plan of distribution described therein, (y) they shall
have ceased to be outstanding or (z) two years after the Effective Time.
"Registration Statement" means a registration statement filed by the
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Company with the Commission for a public offering and sale of securities of the
Company for cash (other than a registration statement on Form S-8 or Form S-4,
or their successors, or any other form for a limited purpose, or any
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation).
"Securities Act" means the Securities Act of 1933, as amended, or any
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similar Federal statute, and the rules and regulations of the Commission issued
under such Act, as they each may, from time to time, be in effect.
"Shares" means shares of the Common Stock.
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2. EFFECTIVE TIME; TERMINATION.
2.1. Effective Time. This Agreement shall become effective at the
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Effective Time.
2.2. Termination. This Agreement shall terminate and be of no further
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force or effect upon the termination of the Merger Agreement.
3. INCIDENTAL REGISTRATION.
3.1. Company Initiated Registration. Whenever, after the Effective
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Time, the Company proposes to file a Registration Statement, prior to the
declaration of effectiveness of such Registration Statement it shall give
written notice of the filing or the intended filing to all Holders of
Registrable Shares and, upon the written request of a Holder or Holders given
within 20 days after the Company provides such notice, the Company shall use
reasonable efforts to cause all Registrable Shares that the Holder or Holders
have requested to register to be included in the Registration Statement;
provided that the Company shall have the right to postpone or withdraw any
proposed registration pursuant to this Section 3.1 without obligation to any
Holder.
3.2. Limitations. In connection with any offering under this Section
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3 involving an underwriting, the Company shall not be required to include any
Registrable Shares in such underwriting unless the Holders requesting inclusion
accept the terms of the underwriting as agreed upon between the Company and the
underwriters selected by it. If in the opinion of the managing underwriter the
registration of all, or part of, the Registrable Shares that Holders have
requested to be included would materially and adversely affect such public
offering, then the Company shall be required to include in the underwriting only
that number of Registrable Shares, if any, that the managing underwriter
believes may be sold without causing such
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adverse effect. In the event of such a reduction in the number of secondary
shares to be included in the underwriting, the Holders will be permitted to
include in the registration their pro rata portion of shares of Common Stock
(based on the number of shares of Common Stock originally designated to be
included by all sellers of secondary shares in the registration).
4. REGISTRATION PROCEDURES. If and whenever the Company is including
Registrable Shares in a registration pursuant to the provisions of this
Agreement, the Company shall:
4.1. Filing. File with the Commission a Registration Statement with
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respect to such Registrable Shares and use reasonable efforts to cause that
Registration Statement to become and remain effective.
4.2. Amendments and Supplements As expeditiously as possible
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prepare and file with the Commission any amendments and supplements to the
Registration Statement and the prospectus included in the Registration Statement
as may be necessary to keep the Registration Statement effective for a period of
not less than 45 days from the effective date.
4.3. Copies of Prospectus. As expeditiously as possible furnish to
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each selling Holder such reasonable numbers of copies of the prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as the selling Holder may reasonably
request in order to facilitate the public sale or other disposition of the
Registrable Shares owned by the selling Holder.
4.4. Blue Sky Qualification. As expeditiously as possible use
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reasonable efforts to register or qualify the Registrable Shares covered by the
Registration Statement under the securities or Blue Sky laws of such states as
the selling Holder shall reasonably request, and do any and all other acts and
things that may be necessary or desirable to enable the selling Holder to
consummate the public sale or other disposition in such jurisdictions of the
Registrable Shares owned by the selling Holder, as the case may be; provided,
however, that the Company shall not thereby be required to qualify as a foreign
corporation or execute a general consent to service of process in any
jurisdiction.
4.5. Underwritten Offering. In the event that Registrable Shares are
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sold pursuant to a Registration Statement in an underwritten offering, enter
into an underwriting agreement containing customary representations and
warranties with respect to the business and operations of an issuer of the
securities being registered and customary covenants and agreements to be
performed by such issuer, including without limitation customary provisions with
respect to indemnification by the Company of the underwriters of such offering.
4.6. Earnings Statement. Use reasonable efforts to comply with all
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applicable rules and regulations of the Commission and make available to it
security holders, as soon as reasonably practicable, an earnings statement of
the Company (in form complying with the provisions of Rule 158 promulgated under
the Securities Act) covering the period of at least 12
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months beginning with the first month following the effective date of the
registration statement.
4.7. Listing. Use reasonable efforts either to list the Registrable
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Shares on a national securities exchange or have them designated as national
market securities by the National Association of Securities Dealers, Inc.
("NASD").
If the Company has delivered preliminary or final prospectuses to the
selling Holder and after having done so the prospectus is amended to comply with
the requirements of the Securities Act, the Company shall promptly notify the
selling Holder and, if requested, the selling Holder shall immediately cease
making offers of Registrable Shares shall return all prospectuses to the
Company. The Company shall promptly provide the selling Holder with revised
prospectuses and, following receipt of the revised prospectuses, the selling
Holder shall be free to resume making offers of the Registrable Shares.
Each Holder of Registrable Shares included in any registration shall
furnish to the Company such information regarding such holder and the
distribution proposed by such holder as the Company may request in writing and
as shall be required in connection with any registration, qualification or
compliance referred to in this Section 4. In addition, each Holder agrees to
dispose of any Registrable Shares included in any registration only in
accordance with the plan of distribution described in the Registration
Statement.
5. ALLOCATION OF EXPENSES. The Company shall pay the Registration Expenses for
all registrations pursuant to Section 3. For purposes of this Section, the term
"Registration Expenses" shall mean all expenses incurred by the Company in
complying with Section 3, including, without limitation, all registration and
filing fees, exchange or national market listing fees, all fees and expenses of
complying with securities or blue sky laws, all fees and expenses associated
with filings with the NASD, all printing expenses, fees and disbursements of
counsel for the Company and its independent public accountants, and the expense
of any special audits incident to or required by any such registration, but
excluding underwriting discounts and selling commissions and fees of counsel for
the selling Holders. Such underwriting discounts and selling commissions shall
be borne pro rata by the selling Holders in accordance with the number of their
Registrable Shares taken in the aggregate included in such registration.
6. INDEMNIFICATION.
6.1. Company Indemnification. In the event of any registration of
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any of the Registrable Shares under the Securities Act pursuant to this
Agreement, then to the extent permitted by law, the Company shall indemnify and
hold harmless the seller of such Registrable Shares, each underwriter of such
Registrable Shares and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act or the Exchange Act against
any losses, claims, damages or liabilities, joint or several, to which such
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seller, underwriter or controlling person may become subject under the
Securities Act, the Exchange Act, state securities laws or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Registration Statement under which such
Registrable Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in the Registration Statement, or any
amendment or supplement to such Registration Statement, or arise out of or are
based upon the omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein (in the case of a
prospectus, in light of the circumstances under which they were made) not
misleading; and the Company shall reimburse such seller, underwriter and each
such controlling person for any legal or any other expenses reasonably incurred
by such seller, underwriter or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company shall not be liable to any such seller,
underwriter or controlling in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any untrue statement
or omission made in such Registration Statement, preliminary prospectus or
prospectus, or any such amendment or supplement, in reliance upon and in
conformity with information furnished to the Company, in writing, by or on
behalf of such seller, underwriter or controlling person specifically for use in
the preparation thereof.
6.2. Seller Indemnification. In the event of any registration of any
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of the Registrable Shares under the Securities Act pursuant to this Agreement,
then to the extent permitted by law, each seller of Registrable Shares severally
and not jointly, shall indemnify and hold harmless the Company, each of its
directors and officers and each underwriter (if any) and each person, if any,
who controls the Company or any such underwriter within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages or
liabilities, joint or several, to which the Company, such directors and
officers, underwriter or controlling person may become subject under the
Securities Act, Exchange Act, state securities laws or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement under which such
Registrable Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in the Registration Statement, or any
amendment or supplement to the Registration Statement, or arise out of or are
based upon any omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein (in the case of a
prospectus, in light of the circumstances under which they were made) not
misleading, if the statement or omission was made in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf
of such seller, specifically for use in connection with the preparation of such
Registration Statement, prospectus, amendment or supplement; provided, however,
that the obligations of such Holder hereunder shall be limited to an amount
equal to the proceeds to such Holder of Registrable Shares sold as contemplated
herein.
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6.3. Notice of Claims, etc. Each party entitled to indemnification
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under this Section (the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Party") promptly after
such Indemnified Party has actual knowledge 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 or delayed); 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 Section 6. The Indemnified
Party may participate in such defense at such party's expense; provided,
however, that the Indemnifying Party shall pay such expense if representation of
such Indemnified Party by the counsel retained by the Indemnifying Party would
be inappropriate due to actual or potential differing interests between the
Indemnified Party and any other party represented by such counsel in such
proceeding. 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 into any settlement that does not include as a
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a general release from all liability in respect of such claim or litigation,
and no Indemnified Party shall consent to entry of any judgment or settle such
claim or litigation without the prior written consent of the Indemnifying Party.
6.4. Contribution. If for any reason the foregoing indemnification
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is not available, or is insufficient to hold harmless an Indemnified Party,
other than by reason of the exceptions provided herein, then the Indemnifying
Party shall contribute to the amount paid or payable by the Indemnified Party as
a result of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the holder of Registrable Shares
and the Company as well as any other equitable considerations including the
parties' relative knowledge and access to information concerning the matter with
respect to which any claim is asserted and the opportunity to correct and
prevent any such statement or omission leading to such loss, claim, damage or
liability (or actions in respect thereof), but not including the relative
benefits received by the holders of Registrable Shares on the one hand and the
Company on the other; provided, however, that in any such case (i) no holder of
Registrable Shares will be required to contribute except to the extent and under
such circumstances as such holder would be required to provide indemnification
hereunder and then only in an amount not in excess of the net proceeds to it of
all Registrable Shares sold in the registration, and (ii) no person guilty of
fraudulent misrepresentation, within the meaning of Section 11(f) of the
Securities Act, shall be entitled to contribution from any person who is not so
guilty.
7. MISCELLANEOUS.
7.1. "Stand-Off" Agreement. On not more than two occasions, in
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connection with an underwritten public offering pursuant to a registration
statement which is declared effective within twelve months of the Effective
Time, if requested by the Company and the managing
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underwriter, and provided that the Holders shall have the right to include a
minimum of 250,000 shares of Common Stock in such offering and provided further
that each director and executive officer of the Company agrees to similar
restrictions, each Holder hereby agrees not to effect any public sale or
distribution of any Registrable Shares, nor engage in any transaction that would
result in a public sale or distribution of securities of the same class as the
Registrable Shares for a specified period of time (not to exceed 90 days) (the
"Stand Off Restrictions") following the effective date of the Registration
Statement for such offering; provided, however, that in the event the Holders
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are not permitted to include at least 250,000 shares of Common Stock in such
underwritten offering, the Holders shall agree to Stand Off Restrictions with
respect to all shares of Common Stock held by such Holders less the difference
between the number of shares of Common Stock actually included in such
underwritten offering on behalf of such Holders and 250,000. Such agreement
shall be in writing in a form satisfactory to the Company and such underwriter.
The Company may impose stop-transfer instructions with respect to the
Registrable Shares or other securities subject to the foregoing restriction
until the end of the stand-off period.
7.2. Rule 144 Requirements. With a view to making available to the
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Holders the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the Commission that may at any time permit such
Holder to sell securities of the Company to the public without registration, the
Company agrees to use reasonable efforts to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act (at any time
after it has become subject to the reporting requirements of the Exchange Act);
(b) file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements); and
(c) furnish to any holder of Registrable Shares upon request a
written statement by the Company as to its compliance with the reporting
requirements of said Rule 144 (at any time after 90 days after the closing of
the first sale of securities by the Company pursuant to a Registration
Statement), and of the Securities Act and the Exchange Act (at any time after it
has become subject to such reporting requirements), a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents
of the Company as such holder may reasonably request to avail itself of any
similar rule or regulation of the Commission allowing it to sell any such
securities without registration.
7.3. Governing Law. This Agreement shall be governed in all
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respects by the laws of The Commonwealth of Massachusetts without giving effect
to the conflict of laws principles.
7.4. Entire Agreement; Amendment and Waiver. This Agreement
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constitutes the full and entire understanding and agreement between the parties
with regard to the subject matter
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hereof. Neither this Agreement nor any term may be amended, waived, discharged
or terminated, except by a written instrument signed by the Company and Holders
holding 66 2/3% or more of the Registrable Shares, but in no event shall any
such amendment, waiver, discharge or termination increase the obligations of any
Holder hereunder or reduce the benefits in a manner that treats Holders
differently, except upon the written consent of such Holder.
7.5. Notices. All notices and other communications required or
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permitted under this Agreement shall be in writing and shall be deemed
effectively given upon personal delivery or five days after deposit with the
United States Post Office, by registered or certified mail, postage prepaid,
addressed to the Company at its principal office and to a Holder at its address
on the records maintained by the Company or at such other address as any party
may designate by ten days' prior written notice to the other party.
7.6. Rights; Separability. Unless otherwise expressly provided
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herein, each Holder's rights hereunder are several rights, not rights jointly
held with any of other Holders. In case any provision of this Agreement shall
be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
7.7. Titles. The titles of the Sections of this Agreement are for
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convenience of reference only and are not to be considered in construing this
Agreement.
7.8. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be an original, but all of which together
shall constitute one Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the date first above written.
THE REGISTRY, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: General Counsel
THE HOLDER:
/s/ O. Xxxxx Xxxxxx
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Name: O. Xxxxx Xxxxxx
IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the date first above written.
THE REGISTRY, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: General Counsel
THE HOLDER:
/s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the date first above written.
THE REGISTRY, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Counsel
THE HOLDER:
/s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the date first above written.
THE REGISTRY, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Counsel
THE HOLDER:
/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the date first above written.
THE REGISTRY, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: General Counsel
THE HOLDER:
The Xxxxx X. Xxxxxx Children's Trust
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, Trustee
And
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Trustee
IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the date first above written.
THE REGISTRY, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: General Counsel
THE HOLDER:
The Red Farm Charitable Trust
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Trustee
And
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Trustee
IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the date first above written.
THE REGISTRY, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Counsel
THE HOLDER:
The Xxxxx X. Xxxxx Children's Trust
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx, Trustee
IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the date first above written.
THE REGISTRY, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Counsel
THE HOLDER:
The Pine Point Foundation
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Trustee
And
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Trustee
SCHEDULE I
Holders No. of Shares
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O. Xxxxx Xxxxxx 1,010,000
Xxxxx X. Xxxxx 735,930
Xxxxxxx X. Xxxxxx 850,786
The Xxxxx X. Xxxxx Children's Trust 72,856
The Pine Point Foundation 39,500
Xxxxx X. Xxxxxx 700,757
The Xxxxx X. Xxxxxx Children's Trust 108,028
The Red Farm Charitable Trust 42,000
