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EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT
DATED: June 20, 1997
BETWEEN: Protection One, Inc.,
a Delaware corporation
0000 X.X. Xxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxx 00000 ("POI")
AND: Xxxxxxx X. Xxxx
0000 X. Xxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000 (the "Shareholder")
RECITALS:
A. Pursuant to that certain Stock Purchase Agreement dated June
20, 1997, between Protection One Alarm Monitoring, Inc. ("Monitoring") and
Shareholder and any amendments thereto (collectively, the "Purchase Agreement"),
POI (i) will issue and sell on the Closing Date (defined in the Purchase
Agreement) to Shareholder, such number of shares of the Common Stock, par value
$.01 per share of POI ("Common Stock"), the Closing Value (defined in the
Purchase Agreement) of which equals Thirteen and 25/1000 Dollars ($13.025) (the
"Registrable Shares"); and (ii) has agreed to file with the Securities and
Exchange Commission, as soon as possible, a registration statement on Form S-3
(as from time to time amended, the "Registration Statement") registering the
offer and sale by Shareholder from time to time of the Registrable Shares
included therein when so registered (the "Registered Shares"); and
B. Section 3.2 of the Purchase Agreement contemplates that
Shareholder will enter into this Registration Rights Agreement (the "Agreement")
to further define his rights and responsibilities with respect to the
Registrable Shares.
NOW, THEREFORE, in consideration of the foregoing and of the
covenants and agreements contained in this Agreement, the parties hereto agree
as follows:
1. Certain Definitions. As used in this Agreement, the following
terms have the following respective meanings:
1.1 Business Day: any day that is not a Saturday, Sunday or
bank holiday in California.
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1.2 Commission: the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
1.3 Exchange Act: the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, as they each may from time to time be in effect.
Reference to a particular section of the Exchange Act shall include a reference
to the comparable section, if any, of any such similar federal statute.
1.4 Registered Shares: the meaning specified in Recital A.
1.5 Registrable Shares: the meaning specified in Recital A.
1.6 Registration Statement: the meaning specified in
Recital A.
1.7 Securities Act: the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, as they may each from time to time be in effect. References to a
particular section of the Securities Act shall include a reference to the
comparable section, if any, of such similar federal statute.
2. Obligations of POI. POI shall:
2.1 Registration. File the Registration Statement with the
Commission within five (5) business days of the date of this Agreement, and
thereafter use all reasonable efforts to cause the Registration Statement to be
declared effective as soon as possible.
2.2 Amendments and Supplements. Use all reasonable efforts to
prepare and file with the Commission all such amendments and supplements to such
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep such Registration Statement effective and to comply with the
provisions of the Securities Act with respect to the disposition of Registered
Shares for a period of two (2) years or, if earlier, until such time as all of
such Registered Shares either (i) have been disposed of by the seller or sellers
thereof in accordance with the intended methods of disposition thereof or (ii)
are eligible for distribution to the public pursuant to Rule 144 (or any
successor rule) under the Securities Act; provided, however, that such two (2)
year period shall be extended for a period of time equal to the period
Shareholder refrains from selling Registered Shares at the request of POI or of
an underwriter of Common Stock (or other securities of POI) pursuant to the
provisions hereof.
2.3 Copies of Prospectus. Furnish to Shareholder such numbers
of copies of the prospectus contained in such Registration Statement (including
each preliminary prospectus and any summary prospectus) as Shareholder may
reasonably request in order to effect the sale of the Registered Shares to be
offered and sold by Shareholder, but only while POI is required to cause the
Registration Statement to remain effective and usable.
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2.4 Blue Sky Laws. Use all reasonable efforts to register or
qualify the offering of Registrable Shares covered by the Registration Statement
under the securities laws of such states as the Shareholder shall reasonably
request; provided, however, that POI shall not be required in connection with
this Section 2.4 to qualify generally to do business as a foreign corporation
under the laws of any jurisdiction in which POI is not then otherwise required
to be qualified, or to file any general consent to service of process or to take
any other action that would subject POI to general service of process in any
jurisdiction in which POI is not then so subject.
2.5 Amendment to Prospectus. Notify Shareholder at any time
when a prospectus relating to such registration is required under the Securities
Act to be delivered of the happening of an event that requires the making of a
change in such prospectus as then in effect, or the related Registration
Statement, in order that such document(s) will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and
Shareholder thereupon shall immediately cease making offers and sales of
Registrable Shares pursuant to the Registration Statement or deliveries of the
prospectus contained therein for any purpose, and if requested by POI, shall
return to POI all copies of such prospectus not theretofore delivered by
Shareholder to third parties. After securing such approvals as may be necessary,
POI shall promptly prepare, file with Commission and furnish to Shareholder
revised prospectuses or such supplements to or amendments of the prospectus as
POI may deem necessary, and following their receipt of the same, Shareholder
shall be free to resume making offers of the Registered Shares.
2.6 Stop Orders. Notify Shareholder of any stop order or any
similar proceeding initiated by any federal or state regulatory authority with
respect to the Registration Statement.
2.7 Listing. Cause all Registered Shares hereto to be listed
on each securities exchange, if any, on which the Common Stock is then listed or
with the National Association of Securities Dealers, Inc.
3. Conditions to Obligations of POI. The obligations of POI under
Section 2 hereof are subject to the satisfaction of each of the following
conditions:
3.1 Information. Shareholder shall furnish to POI such
information regarding Shareholder, his Registrable Shares (and Shareholder's
other holdings of POI securities, if any) and Shareholder's proposed methods of
distribution of his Registered Shares, and shall execute and deliver to POI such
documents, as POI may reasonably request in order to permit POI to comply with
all applicable requirements of the Securities Act or any applicable state
securities law or to obtain acceleration of the effective date of the
Registration Statement. Without limiting the generality of the foregoing,
Shareholder hereby represents and warrants that all information provided by
Shareholder for inclusion in the prospectus with respect to Shareholder,
Shareholder's
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Registerable Shares and other holdings of POI's securities (if any) and
Shareholder's proposed methods of distributing the Registrable Shares is and
shall be complete and accurate.
3.2 Compliance with Agreement. Shareholder shall have complied
with all terms and conditions of this Agreement to be complied with by
Shareholder.
3.3 Closing under Purchase Agreement. The Closing (as such
term is defined under the Purchase Agreement) of the purchase and sale of the
AAA Stock (as such term is also defined under the Purchase Agreement) under the
Purchase Agreement shall have occurred at the time and in the manner set forth
in the Purchase Agreement.
3.4 Exchange of Registrable Shares. Shareholder shall not have
elected pursuant to the Purchase Agreement to exchange the stock certificates
for the Registrable Shares which Monitoring delivered to Shareholder at the
Closing in exchange for cash.
4. Allocation of Expenses. All discounts, commissions or fees of
underwriters, selling brokers, dealer managers or similar securities industry
professionals and all fees and expenses of separate counsel and accountants for
Shareholder, if any, with respect to Shareholder's sale, transfer, pledge or
other disposition of the Registered Shares shall be borne by Shareholder. Except
as otherwise required by any federal or state regulatory authority, POI shall
bear all other expenses incurred by POI in performing its obligations hereunder,
including, without limitation, registration and filing fees, fees and expenses
of complying with applicable state securities laws, fees and expenses incurred
in connection with the listing of Registered Shares on any securities exchange
or with the National Association of Securities Dealers, printing expenses, fees
and disbursements of counsel for, and independent certified public accountants
of, POI, and fees and expenses of any other party or parties retained by POI in
connection with the applicable registration.
5. Restrictive Legends; Restrictions on Resale.
5.1 Legend. Each certificate representing Registrable Shares
shall be stamped or otherwise imprinted with a legend in substantially the
following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SALE,
TRANSFER, PLEDGE OR ANY OTHER DISPOSITION OF THE SHARES REPRESENTED BY
THESE CERTIFICATES IS SUBJECT TO THE TERMS OF A REGISTRATION RIGHTS
AGREEMENT DATED AS OF JUNE 20, 1997, BETWEEN THE ISSUER AND THE HOLDER
THEREOF.
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5.2 Restrictions on Resale. Shareholder shall not offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, make any short sale or otherwise transfer or dispose of, directly or
indirectly, the Registrable Shares until the effective date of the Registration
Statement. Shareholder may sell, transfer, pledge or otherwise dispose of the
Registered Shares at any time after the effective date of the Registration
Statement. After the effective date of the Registration Statement, shall provide
Shareholder with a new certificate for the Registered Shares without the first
sentence of the legend set forth in Section 5.1 within five (5) business days
after Shareholder has surrendered Shareholder's original certificate with the
legend set forth in Section 5.1.
6. Termination of Agreement. If the Closing of the purchase and
sale of the AAA Stock (as such term is also defined under the Purchase
Agreement) under the Purchase Agreement does not occur for any reason or if
Shareholder elects after the Closing to exchange Shareholder's stock
certificates for the Registrable Shares for cash pursuant to the Purchase
Agreement, then POI may terminate this Agreement by delivering to Shareholder
written notice of termination and this Agreement shall be of no further force
and effect as of the date of such notice, including the obligations of POI set
forth in Section 2 hereof.
7. Miscellaneous.
7.1 Notices. All notices, requests, consents, demands and
other communications provided for by this Agreement shall be in writing and
shall be deemed to have been duly given or made (i) when delivered by hand or by
a courier service, (ii) when sent by telecopier of sent on a Business Day or if
so sent on a day that is not a Business Day, on the first Business Day
thereafter, or (iii) three (3) Business Days after being sent by registered or
certified first-class mail, in each case addressed as follows:
7.1.1 If to Shareholder, at Shareholder's address set
forth on the first page of this Agreement or such other address as specified in
writing to POI.
7.1.2 If to POI, initially at the address set forth in
the Purchase Agreement, and thereafter at such other address notice of which is
given in accordance with the provisions of this Section 7.1.
7.2 Entire Agreement. This Agreement embodies the entire
understanding and agreement among the parties hereto with respect to the subject
matter hereof and supersedes all prior discussions, negotiations, understandings
and agreements relating to such subject matter hereof.
7.3 Third Party Beneficiaries. This Agreement is intended to,
and shall, inure to the benefit only of the parties hereto and their respective
successors and permitted assigns.
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7.4 Assignment. Neither this Agreement nor the rights or
obligations hereunder of any party hereto may be assigned, delegated or
otherwise transferred by any such party.
7.5 Amendments. This Agreement may be amended, supplemented or
(except as hereinafter expressly provided to the contrary) terminated, and the
time for the performance of any of the covenants to be performed by POI
hereunder for the benefit of the Shareholder may be extended, or such
performance may be waived, only by a writing executed by POI and Shareholder.
7.6 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.7 Headings. The headings of this Agreement have been added
for convenience only and shall not be used in any way to construe or otherwise
affect this Agreement.
7.8 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of California
applicable to agreements made and wholly performed in such state.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands
as of the day and year first above writing.
POI:
PROTECTION ONE, INC.
By:
----------------------------
Its:
----------------------------
SHAREHOLDER:
-------------------------------
Xxxxxxx X. Xxxx
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ADDENDUM TO REGISTRATION RIGHTS AGREEMENT
DATED: June 30, 1997
BETWEEN: Protection One, Inc.,
a Delaware corporation
0000 X.X. Xxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxx 00000 ("POI")
AND: Xxxxxxx X. Xxxx
0000 X. Xxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000 (the "Shareholder")
On June 20, 1997, the parties executed and delivered a Registration
Rights Agreement (the "Agreement").
NOW THEREFORE, the parties agree as follows:
1. Defined Terms. Unless given a different meaning herein, all
capitalized terms used in this Addendum to Registration Rights Agreement
("Addendum") shall have the meanings ascribed to them in the Agreement.
2. Continuing Effectiveness. Except as expressly modified herein,
all of the terms, conditions, covenants and exhibits set forth in the Agreement
remain in full force and effect among the parties.
3. Conditions to Obligations of POI. Section 3.4 of the Agreement
is hereby amended in its entirety to provide as follows:
"3.4 Exchange of Registrable Shares. Shareholder shall not have
elected pursuant to the Purchase Agreement either (i) to exchange the
stock certificates for the Registrable Shares which Monitoring delivered
to Shareholder at the Closing in exchange for cash or (ii) to retain the
Registrable Shares as "restricted stock" in lieu of their registration
pursuant to the Agreement.
4. Termination of Agreement. Section 6 of the Agreement is hereby
amended in its entirety to provide as follows:
"If the Closing of the purchase and sale of the AAA Stock (as
such term is also defined under the Purchase Agreement) under the
Purchase Agreement does not occur for any reason or if Shareholder
elects after the Closing either (i) to exchange
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Shareholder's stock certificate for the Registrable Shares for cash
pursuant to the Purchase Agreement or (ii) to retain the Registrable
Shares as "restricted stock," in lieu of their registration pursuant to
the Agreement, then POI may terminate this Agreement by delivering to
Shareholder written notice of termination and this Agreement shall be of
no further force and effect as of the date of such notice, including the
obligations of POI set forth in Section 2 hereof."
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the day and year first above writing.
POI:
PROTECTION ONE, INC.
By: /s/ XXXX X. XXXX, III
------------------------
Its: Executive Vice President
------------------------
SHAREHOLDER:
/s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
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