1
EXHIBIT 10.19
----------------------------------------------------------
SCC COMMUNICATIONS CORP.
PREEMPTIVE RIGHTS AGREEMENT
----------------------------------------------------------
DATED AS OF NOVEMBER 20, 1997
2
TABLE OF CONTENTS
PAGE
----
SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2. RIGHTS OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.1 NOTICE OF RIGHTS OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2 MANNER OF EXERCISE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.3 PARTICIPATION BY HOLDER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 3. PREEMPTIVE RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.1 NOTICE OF PREEMPTION OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.2 MANNER OF EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.3 PARTICIPATION BY HOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.4 UNSOLD SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.5 TERMINATION OF RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 4. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3
PREEMPTIVE RIGHTS AGREEMENT
This is the PREEMPTIVE RIGHTS AGREEMENT dated as of November 20, 1997
("Agreement") by and between SCC COMMUNICATIONS CORP. ("Company"), a Delaware
corporation and BANC ONE CAPITAL PARTNERS II, LLC (the "Holder"), a Delaware
limited liability company, provided for in and entered into pursuant to the
SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT, as amended, restated,
supplemented or otherwise modified and in effect from time to time ("Purchase
Agreement") by and between BOCP, as purchaser, and THE COMPANY, as seller. The
Company and the Holder are referred to collectively as the "Parties" and
individually as a "Party."
THIS AGREEMENT IS ONE OF THE "RELATED DOCUMENTS" REFERRED TO IN THE
PURCHASE AGREEMENT.
In consideration of their mutual promises set forth in this Agreement
and the Purchase Agreement, the Parties hereby agree as follows.
SECTION 1. DEFINITIONS
All capitalized terms not otherwise defined in this Agreement shall
have the definitions set forth in the Glossary of Defined Terms attached to the
Purchase Agreement, which definitions are, to the extent applicable
incorporated in this Agreement by reference.
SECTION 2. RIGHTS OFFERING
At any time after the earlier of (i) the Holder exercises the Warrant
purchased pursuant to the Purchase Agreement or (ii) no Preferred Shares of the
Company remain outstanding and until the termination of this Agreement, the
Holder shall have the right to participate in any Rights Offering upon the
terms and subject to the conditions set forth in this section.
2.1 NOTICE OF RIGHTS OFFERING. The Company shall give
the Holder at least 30 days' prior Notice of each Rights Offering. Such Notice
shall set forth: (i) the proposed commencement date for such Rights Offering;
(ii) the number and description of the securities to be offered pursuant to the
Rights Offering; (iii) the purchase price for such securities, and (iv) other
material terms of the Rights Offering.
2.2 MANNER OF EXERCISE. The Holder may, in the sole
exercise of its discretion, elect to participate in any such Rights Offering by
giving Notice of its irrevocable election to participate to the Company at
least five days prior to the proposed commencement date of such Rights
Offering.
2.3 PARTICIPATION BY HOLDER. If it elects to participate
in such Rights
1
4
Offering, the Holder shall have the right to purchase, pursuant to such Rights
Offering, securities of each type issued in such Rights Offering in a maximum
number or amount equal to the Holder's Prorata Share of the total number or
amount of each such type of security offered pursuant to such Rights Offering.
SECTION 3. PREEMPTIVE RIGHTS
At any time after the earlier of (i) the Holder exercises the Warrant
purchased pursuant to the Purchase Agreement or (ii) no Preferred Shares of the
Company remain outstanding and until the termination of this Agreement, the
Holder shall have the right to participate in any Preemption Offering upon the
terms and subject to the conditions set forth in this section.
3.1 NOTICE OF PREEMPTION OFFERING. The Company shall give
the Holder at least 30 days' prior Notice of each Preemption Offering. Such
Notice shall set forth: (i) the proposed commencement date for such Preemption
Offering; (ii) the number and description of the securities to be offered
pursuant to the Preemption Offering; (iii) the purchase price for such
securities; and (iv) other material terms of the Preemption Offering.
3.2 MANNER OF EXERCISE. The Holder may, in the sole
exercise of its discretion, elect to participate in any such Preemption
Offering by giving Notice of its election to participate to the Company at
least 5 days prior to the proposed commencement date of such Preemption
Offering.
3.3 PARTICIPATION BY HOLDER. If it elects to participate
in such Preemption Offering, the Holder shall have the right to purchase, upon
the same terms and condition as those provided for in such Preemption Offering,
securities of each type issued in such Preemption Offering in a maximum number
or amount equal to the Holder's Prorata Share of the total number or amount of
each such type of security offered pursuant to such Preemption Offering.
3.4 UNSOLD SECURITIES. The Company may, for a period of
not more than 60 days after the commencement date for any Preemption Offering,
offer and sell the securities subject to such Preemption Offering, which were
not sold to the Holder pursuant to this Agreement, to any Person or Persons
upon the terms and subject to the conditions of such Preemption Offering.
3.5 TERMINATION OF RIGHTS. The rights of the Holder under
this Agreement and the obligations of the Company hereunder shall terminate
upon the earliest to occur of the following events:
(a) a Voluntary Insolvency Default or Involuntary
Insolvency Default with respect to the Company;
(b) consummation of an Initial Public Offering;
2
5
(c) exercise of the Put Option; and
(d) there are no Holder's Shares existing.
SECTION 4. MISCELLANEOUS.
The provisions of Section 13 of the Purchase Agreement are applicable
to this Agreement and are, to the extent applicable, incorporated by reference
in this Agreement.
The parties have executed and delivered this Agreement effective as of
the day and year first above written.
COMPANY: HOLDER:
SCC COMMUNICATIONS BANC ONE CAPITAL PARTNERS II, LLC
CORP.
By: Banc One Capital Partners Holdings,
Ltd., Manager
By: /s/ XXXXX X. XXXXXXXX
--------------------------------
Its: CHIEF FINANCIAL OFFICER By: /s/ XXXXXXX X. XXXXXXX
------------------------------- ------------------------------------
Xxxxxxx X. Xxxxxxx
Its: Authorized Signer
3
