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EXHIBIT 10.31
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 (the "AMENDMENT") is made as of September 7, 1999,
by and between XXXXX.XXX NETWORKS, INC., a Delaware corporation (the "COMPANY")
and HEARST COMMUNICATIONS, INC., a Delaware corporation ("PURCHASER") to the
Stock Purchase Agreement dated July 9, 1999 by and between such parties.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Purchase Agreement (as defined below).
RECITALS
WHEREAS, The Company (formerly named Hearst HomeArts, Inc.) and
Purchaser entered into that certain Stock Purchase Agreement dated July 9, 1999
attached hereto as EXHIBIT A (the "PURCHASE AGREEMENT"); and
WHEREAS, in accordance with Section 9(g) of such Purchase Agreement, the
Company and Purchaser desire to amend such Purchase Agreement to provide for the
modifications as herein provided for.
NOW, THEREFORE, in consideration of the mutual agreements, covenants and
considerations contained herein, the undersigned hereby agree as follows:
AGREEMENT
1. Section 1 of the Purchase Agreement is amended and restated to read in full
as follows:
"1. PURCHASE AND SALE OF STOCK. Purchaser hereby agrees to purchase from
the Company, and the Company hereby agrees to sell to Purchaser
1,250,000 shares of the Company's Common Stock at a per share price
equal to $11.00 per share (the "STOCK"); provided, however, if the
Closing (as defined below) has not occurred prior to the effective date
of the registration statement relating to the Company's initial public
offering (the "INITIAL PUBLIC OFFERING") the Purchaser shall purchase
such Stock at a per share price equal to the per share price to the
public in the Initial Public Offering and the Closing (as defined below)
shall be concurrent with the closing of the Initial Public Offering.
Except as otherwise provided for herein, the closing hereunder (the
"CLOSING"), including payment for and delivery of the Stock shall occur
at 10:00 a.m P.D.T. at the offices of Xxxxxx Godward LLP, counsel to the
Company, 0000 Xxxx Xxxx Xxxx, Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxx, XX
00000 on September 7, 1999.
2. Section 2 of the Purchase Agreement shall be amended and restated in its
entirety as follows:
"2. PRICE ADJUSTMENT. Notwithstanding the foregoing, if the Company
sells shares in its Initial Public Offering pursuant to an underwriting
agreement with its underwriters relating to the Company's Initial Public
Offering at a price to the public below $11.00 per share (the "PUBLIC
PRICE"), or if the Company sells shares in a private placement prior to
the Initial Public Offering at a price below $11.00 per share (the
"PRIVATE PRICE"), the Purchaser shall receive additional
1.
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shares of Stock for no additional consideration (the "ADDITIONAL
SHARES") based on the following formula: Additional Shares = (a)
1,250,000 shares of Stock subtracted from (b) $13,750,000 divided by the
Public Price or the Private Price, as applicable."
3. Section 7 of the Purchase Agreement shall be amended to eliminate Section
7(d) in its entirety.
4. Section 8 of the Purchase Agreement shall be amended to eliminate Section
8(e) in its entirety.
5. Section 9 of the Purchase Agreement shall be amended to eliminate Section
9(a) in its entirety.
6. Except as set forth in this Amendment, the Purchase Agreement shall remain in
full force and effect.
7. This Amendment 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.
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IN WITNESS WHEREOF, the undersigned have executed this AMENDMENT as of
the day and year first set forth above.
XXXXX.XXX NETWORKS, INC. HEARST COMMUNICATIONS, INC.
By: /s/ Xxxxxxx XxXxxxxx /s/ Xxx Xxxxx
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(Signature)
Name: Xxxxxxx XxXxxxxx By: Xxx Xxxxx
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Title: President and CEO Title:
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EXHIBIT A
STOCK PURCHASE AGREEMENT
