EXHIBIT 4.14
INSIGNIA SOLUTIONS plc.
8.0% CONVERTIBLE SUBORDINATED NOTED
DUE DECEMBER 31, 2000
REGISTRATION RIGHTS AGREEMENT
DATED AS OF OCTOBER 20, 1999
Quantum Corporation
000 XxXxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
Insignia Solutions plc, an English limited liability company (the
"COMPANY"), proposes to issue and sell to Quantum Corporation (together with its
permitted successors and assigns, the "HOLDER") an 8.0% Convertible Subordinated
Notes due December 31, 2000 dated as of September 8, 1999 in the principal
amount of $1.0 million (the "NOTE"), which is convertible into Ordinary Shares
of the Company evidenced by American depository receipts. As an inducement to
the Holder to purchase the Note and the Company agrees with the Holder, as
follows:
1. DEFINITIONS. For purposes of this Agreement:
(a) 1933 ACT. The term "1933 ACT" means the U.S. Securities Act of
1933, as amended, or any successor law.
(b) 1934 ACT. The term "1934 ACT" means the U.S. Securities Exchange
Act of 1934, as amended, or any successor law.
(c) DEPOSITARY BANK. The term "DEPOSITARY BANK" shall mean the bank
holding the Ordinary Shares evidenced by the Depositary Receipts.
(d) DEPOSITARY RECEIPTS. The term "DEPOSITARY RECEIPTS" means the
negotiable depositary receipts issued by the Depositary Bank evidencing Ordinary
Shares held on deposit with the Depositary Bank issued or issuable upon
conversion of the Note.
(e) FORM F-3. The term "FORM F-3" means a registration statement filed
under Form F-3 under the 1933 Act, or any successor form of registration
statement under the 1933 Act subsequently adopted by the SEC which permits
inclusion or incorporation of a substantial amount of information by reference
to other documents filed by the Company with the SEC.
(f) HOLDER. The term "HOLDER" means Quantum Corporation and its
permitted successors and assigns of the Note.
(g) REGISTRABLE SECURITIES. The term "REGISTRABLE SECURITIES" means all
the Ordinary Shares issued or issuable upon conversion of the Note and the
Depositary Receipts.
(h) REGISTRATION. The terms "REGISTER," "REGISTERED," and REGISTRATION"
refer to a registration effected by preparing and filing a registration
statement in compliance with the 1933 Act, and the declaration or ordering of
effectiveness of such registration statement.
(i) RULE 415. The term "RULE 415" means Rule 415 promulgated under the
1933 Act, as such Rule may be amended from time to time, or any similar or
successor rule or regulation hereafter adopted by the SEC.
(j) SEC. The term "SEC" or the term "COMMISSION" means the U.S.
Securities and Exchange Commission.
2. SHELF REGISTRATION.
(a) FILING AND REGISTRATION PERIOD. On or before the second monthly
anniversary following Holder's request, and consistent with the requirements of
applicable law, the Company shall prepare and file with the SEC a registration
statement on Form F-3 for an offering to be made on a continuous basis pursuant
to Rule 415 covering all of the Registrable Securities consisting of Ordinary
Shares and shall use its best efforts to have the Depositary Bank file with the
SEC a registration statement on Form F-6 for an offering to be made on a
continuous basis pursuant to Rule 415 covering the Registrable Securities
consisting of Depositary Reciepts (collectively, the "SHELF REGISTRATION". The
Company shall use its best efforts to have such Shelf Registration declared
effective as soon as practicable after its filing and to keep the Shelf
Registration continuously effective under the 1933 Act for a continuous period
of time (such period of time being hereinafter called the "REGISTRATION PERIOD")
commencing on the date the Shelf Registration is declared effective under the
1933 Act by the SEC (the "DATE OF EFFECTIVENESS") and ending on such date that
all such Registrable Securities proposed to be sold by the Holder may be sold
without registration under the 1933 Act pursuant to Rule 144 promulgated under
the 1933 Act. The Company shall have no duty or obligation to keep the Shelf
Registration (or any Subsequent Registration, as defined below) effective after
the expiration of the Registration Period. Notwithstanding the foregoing, in the
event that the Company possesses material non-public information relating to a
pending corporate development ("NON-PUBLIC INFORMATION") and has legitimate
business reasons for not publicly disclosing such information, the Company may
send Holder a notice (a "BLOCKAGE NOTICE") and upon receipt of any such Blockage
Notice, Holder shall not resell any Registrable Securities pursuant to the Shelf
Registration or any Subsequent Registration for a period of 15 calendar days
from the date such Blockage Notice is sent or until such earlier date that such
Non-Public Information becomes publicly known through a public statement of
announcement or government filing by the Company or Insignia U.S. (such period
of time being referred to herein as a "BLOCKAGE PERIOD"); PROVIDED that (i) the
Blockage Notice shall describe the Non-Public Information in general terms, (ii)
the Company shall not be permitted to send more than 4 Blockage Notices to
Holder, (iii) any Non-Public Information giving rise to a Blockage Notice may
not be the subject of a subsequent Blockage Notice, and (iv) if the Company
shall have sent two Blockage Notices to the Holder, Holder shall
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have the right to consent to any subsequent Blockage Notices prior to the
beginning of Blockage Period, which consent shall not be unreasonably withheld
and if such consent is not forthcoming, Holder shall be entitled to resell
Registrable Securities pursuant to the Shelf Registration or any Subsequent
Registration notwithstanding such Blockage Notice.
(b) SUBSEQUENT REGISTRATION. If the Shelf Registration is filed with
the SEC and becomes effective under the 1933 Act, and the Shelf Registration or
a Subsequent Registration (as defined below) thereafter ceases to be effective
for any reason at any time during the Registration Period, then the Company
shall use its best efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof, and in any event shall, within thirty (30)
days of such cessation of effectiveness, file an amendment (and/or arrange for
the Depositary Bank to file an amendment) to the Shelf Registration seeking to
obtain the withdrawal of the order suspending the effectiveness thereof, or file
an additional "shelf" registration statement pursuant to Rule 415 covering all
of the then outstanding Registrable Securities (a "SUBSEQUENT REGISTRATION"). If
a Subsequent Registration is filed, the Company shall use its best efforts to
cause the Subsequent Registration to be declared effective as soon as
practicable after such filing and to keep such registration statement
continuously effective until the end of the Registration Period (except during
any Blockage Period).
(c) SUPPLEMENTS AND AMENDMENTS. During the Registration Period the
Company shall supplement and amend (and the Company shall cause the Depositary
Bank to so supplement and amend) the Shelf Registration if, as and when required
by the 1933 Act, the rules and regulations promulgated thereunder or the rules,
regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration.
(d) UNDERWRITING. In the event that the Holder elect to sell the
Registrable Securities under any Shelf Registration pursuant to an underwritten
offering, the cost of such underwritten offering shall be borne by the Company.
(e) SHARES OTHERWISE ELIGIBLE FOR RESALE. Notwithstanding anything
herein to the contrary, the Company shall not be obligated to effect or continue
to keep effective any such registration, registration statement, qualification
or compliance with respect to the Registrable Securities held by the Holder
after expiration or termination of the Registration Period.
(f) EXPENSES. The Company shall pay all expenses incurred in connection
with any registration effected by the Company or the Depositary Bank pursuant to
this Agreement (excluding brokers' discounts and commissions), including without
limitation all filing, registration and qualification, printers', legal and
accounting fees.
(g) OBLIGATIONS OF THE COMPANY. Subject to Sections 2(a) and (b) above,
when required to effect the registration of any Registrable Securities under the
terms of this Agreement, the Company will, as expeditiously as reasonably
possible:
(i) furnish to the Holder such number of copies of the prospectus
for the Shelf Registration (or Subsequent Registration, as applicable),
including a preliminary prospectus (and amendments or supplements thereto), in
conformity with the requirements of the 1933 Act, and
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such other documents as they may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by it; and
(ii) use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as will be reasonably requested by the Holder;
PROVIDED that the Company will 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 state or jurisdiction unless the Company is
already so qualified.
(h) FURNISH INFORMATION. The Holder shall furnish to the Company such
information regarding itself and the intended method of disposition and plan of
distribution of such Registrable Securities as shall be required to timely
effect the registration of their Registrable Securities.
(i) INDEMNIFICATION.
(i) BY THE COMPANY. To the extent permitted by law, the Company
will indemnify, defend and hold Holder harmless, along with each of its
directors (if any), each of its officers (if any) and each person (if any) who
controls Holder within the meaning of the 1933 Act, against any losses, claims,
damages, or liabilities (joint or several) to which Holder may become subject
under the 1933 Act, the 1934 Act or other U.S. federal or state law, insofar as
such losses, claims, damages, or liabilities (or actions in respect thereof)
arise out of or are based upon any of the following statements, omissions or
violations (collectively, a "VIOLATION"):
(1) any untrue statement or alleged untrue statement of a
material fact contained in a registration statement filed by the Company
pursuant to this Agreement pursuant to which Registrable Securities are sold,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto;
(2) the omission or alleged omission to state a material fact
required to be stated therein, or necessary to make the statements therein not
misleading; or
(3) any violation or alleged violation of the 1933 Act, the
1934 Act, any U.S. federal or state securities law or any rule or regulation
promulgated under the 1933 Act, the 1934 Act or any U.S. federal or state
securities law in connection with the offering of Registrable Securities covered
by such registration statement;
PROVIDED HOWEVER, that the Company shall not be liable for any such loss,
claim, damage, liability or action to the extent that it arises out of or is
based upon a violation which occurs solely in reliance upon and in conformity
with written information furnished expressly for use in connection with such
registration by Holder.
(ii) BY THE HOLDER. To the extent permitted by law, the Holder will
indemnify, defend and hold Company harmless, along with each of its directors
(if any), each of its officers (if any) and each person (if any) who controls
Holder within the meaning of the 1933 Act,
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against any losses, claims, damages, or liabilities (joint or several) to which
Holder may become subject under the 1933 Act, the 1934 Act or other U.S. federal
or state law, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations which occurs solely in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by Holder.
3. GENERAL PROVISIONS.
(a) NOTICES. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given and received (a) on the day of delivery, if personally delivered or
delivered by facsimile by 5:00 p.m. on such day, (b) one (1) business day after
having been deposited with an overnight courier (two (2) business days if
delivery is trans-oceanic) or (c) three (3) business days after having been so
deposited in the U.S. mail (seven (7) business days, if to a trans-oceanic
destination), if sent by registered or certified mail, return receipt requested,
postage prepaid, as follows:
(i) if to the Investor, at: Quantum Corporation
000 XxXxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: General Counsel
with a copy to: Xxxxxx Xxxxxxx, Esq.
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000-0000
(ii) if to the Company, at: Insignia Solutions plc
00000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attn: Chief Financial Officer
with copies to: Insignia Solutions plc
Insignia House
Wycombe Lane, Wooburn Green
High Wycombe, Bucks HP10 OHH
Attn: General Manager
Xxxxx Xxxxx, Esq.
Fenwick & West LLP
Two Xxxx Xxxx Xxxxxx, #000
Xxxx Xxxx, Xxxxxxxxxx 00000
Any party hereto (and such party's permitted assigns) may by notice so given
change its address for future notices hereunder. Notice shall conclusively be
deemed to have been given when personally delivered or when deposited in the
mail in the manner set forth above.
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(b) ENTIRE AGREEMENT. This Agreement, together with all the Exhibits
hereto, constitutes and contains the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersedes any and all
prior negotiations, correspondence, agreements, understandings, duties or
obligations between the parties respecting the subject matter hereof.
(c) GOVERNING LAW. This Agreement shall be governed by and construed
exclusively in accordance with the internal laws of the State of Delaware as
applied to agreements excluding that body of law relating to conflict of laws
and choice of law.
(d) SEVERABILITY. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, then such provision(s) shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision(s) were so excluded and shall be enforceable in
accordance with its terms.
(e) THIRD PARTIES. Nothing in this Agreement, express or implied, is
intended to confer upon any person, other than the parties hereto and their
permitted successors and assigns, any rights or remedies under or by reason of
this Agreement.
(f) SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
inure to the benefit of, and shall be binding upon, the successors and permitted
assigns of the parties hereto.
(g) CAPTIONS. The captions to sections of this Agreement have been
inserted for identification and reference purposes only and shall not be used to
construe or interpret this Agreement.
(h) COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(i) ADJUSTMENTS FOR SHARE SPLITS, ETC. Wherever in this Agreement there
is a reference to a specific number of Ordinary Shares, then, upon the
occurrence of any subdivision, combination or share dividend of Ordinary Shares,
the specific number of shares so referenced in this Agreement shall
automatically be proportionally adjusted to reflect the affect on the
outstanding shares of such class or series of shares by such subdivision,
combination or stock dividend.
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Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.
Very truly yours,
Insignia Solutions Plc
By: /s/ XXXXXXX X. XXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
----------------------------
Title: CFO/Secretary
----------------------------
The foregoing Registration Rights Agreement is hereby confirmed and
accepted as of the date first above written.
Quantum Corporation
By: /s/ XXXXX VAN CUYLENBURG
-----------------------------------
Name: Xxxxx Van Cuylenburg
----------------------------
Title: President, DSSG
----------------------------
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