Exhibit C
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REGISTRATION RIGHTS AGREEMENT
by and between
TransTechnology Corporation
and
The Stockholders listed on Schedule A hereto
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Dated as of February 17, 2006
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Table of Contents
1. Certain Definitions........................................................1
2. Demand Registrations.......................................................3
3. Shelf Registration.........................................................6
4. Piggyback Registrations....................................................8
5. Other Registrations........................................................9
6. Selection of Underwriters..................................................9
7. Holdback Agreements........................................................9
8. Procedures................................................................10
9. Registration Expenses.....................................................14
10. Indemnification...........................................................15
11. Rule 144..................................................................17
12. Transfer of Registration Rights...........................................17
13. Miscellaneous.............................................................18
Index of Defined Terms
Affiliate......................................................................1
Agreement......................................................................1
Business Day...................................................................1
Closing Date...................................................................1
Common Stock...................................................................1
Company........................................................................1
Delay Period...................................................................1
Demand Registration............................................................1
Demand Registration Statement..................................................1
Exchange Act...................................................................2
Full Cooperation...............................................................2
Fully Marketed Underwritten Offering...........................................2
Governmental Entity............................................................2
Nasdaq.........................................................................2
NYSE...........................................................................2
Person.........................................................................2
Piggyback Registration.........................................................2
Piggyback Registration Statement...............................................2
Prospectus.....................................................................2
Registrable Common Stock.......................................................2
Registration Expenses..........................................................3
Registration Statement.........................................................3
Rule 144.......................................................................3
Rule 415.......................................................................3
SEC............................................................................3
Securities Act.................................................................3
Shelf Registration.............................................................3
Shelf Registration Statement...................................................3
Stock Purchase Agreement.......................................................3
Stockholder....................................................................3
underwritten registration or underwritten offering.............................3
REGISTRATION RIGHTS AGREEMENT dated as of February 17, 2006, by and
between TransTechnology Corporation, a Delaware corporation (the "Company"), and
the stockholders of the Company listed in Exhibit A hereto (together, the
"Stockholders").
In consideration of the mutual covenants and agreements herein contained,
and the entering into of the Stock Purchase Agreements, and other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby agree as follows:
1. Certain Definitions.
In addition to the terms defined elsewhere in this Agreement, the
following terms shall have the following meanings:
"Affiliate" of any Person means any other Person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such Person. The term "control" (including the
terms "controlling," "controlled by" and "under common control with") as used
with respect to any Person means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.
"Agreement" means this Registration Rights Agreement, including all
amendments, modifications and supplements and any exhibits or schedules to any
of the foregoing, and shall refer to this Registration Rights Agreement as the
same may be in effect at the time such reference becomes operative.
"Business Day" means any day, except a Saturday, Sunday or legal holiday
on which banking institutions in The City of New York are authorized or
obligated by law or executive order to close.
"Closing Date" has the meaning set forth in the Stock Purchase Agreements.
"Common Stock" means common stock, par value $.01 per share, of the
Company.
"Company" has the meaning set forth in the introductory paragraph and
includes any other person referred to in the second sentence of Section 14(c)
hereof.
"Delay Period" has the meaning set forth in Section 2(f) hereof.
"Demand Registration" has the meaning set forth in Section 2(a) hereof.
"Demand Registration Statement" has the meaning set forth in Section 2(b)
hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Full Cooperation" means, in connection with any underwritten offering,
where, in addition to the cooperation otherwise required by this Agreement, (a)
members of senior management of the Company (including the chief executive
officer and chief financial officer) fully cooperate with the underwriter(s) in
connection therewith and make themselves available to participate in
"road-shows" and other customary marketing activities in such locations
(domestic and foreign) as reasonably recommended by the underwriter(s)
(including one-on-one meetings with prospective purchasers of the Registrable
Common Stock) and (b) the Company prepares preliminary and final prospectuses
(preliminary and final prospectus supplements in the case of an offering
pursuant to the Shelf Registration Statement) for use in connection therewith
containing such additional information as reasonably requested by the
underwriter(s) (in addition to the minimum amount of information required by
law, rule or regulation).
"Fully Marketed Underwritten Offering" means an underwritten offering in
which there is Full Cooperation.
"Governmental Entity" means any national, federal, state, municipal,
local, territorial, foreign or other government or any department, commission,
board, bureau, agency, regulatory authority or instrumentality thereof, or any
court, judicial, administrative or arbitral body or public or private tribunal.
"Nasdaq" means the Nasdaq quotation system, or any successor reporting
system.
"NYSE" means the New York Stock Exchange, Inc.
"Person" means any individual, sole proprietorship, partnership, limited
liability company, joint venture, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, Governmental
Entity or any other entity.
"Piggyback Registrations" has the meaning set forth in Section 4(a)
hereof.
"Piggyback Registration Statement" has the meaning set forth in Section
4(a) hereof.
"Prospectus" means the prospectus or prospectuses included in any
Registration Statement, as amended or supplemented by any prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Common Stock covered by such Registration Statement and by all other amendments
and supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus or prospectuses.
"Registrable Common Stock" means (i) any shares of Common Stock issued
pursuant to the Stock Purchase Agreements, and (ii) any other securities into or
for which the Common Stock referred to in clause (i) has been converted,
substituted or exchanged,
and any securities issued or issuable with respect thereto upon any stock
dividend or stock split or in connection with a combination of shares,
reclassification, recapitalization, merger, consolidation or other
reorganization or otherwise.
"Registration Expenses" has the meaning set forth in Section 9(a) hereof.
"Registration Statement" means any registration statement of the Company
that covers any of the Registrable Common Stock pursuant to the provisions of
this Agreement, including the Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and
all materials incorporated by reference in such Registration Statement.
"Rule 144" means Rule 144 promulgated by the SEC pursuant to the
Securities Act, as such rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such rule.
"Rule 415" means Rule 415 promulgated by the SEC pursuant to the
Securities Act, as such rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such rule.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Shelf Registration" has the meaning set forth in Section 3(a) hereof.
"Shelf Registration Statement" has the meaning set forth in Section 3(a)
hereof.
"Stockholders" has the meaning set forth in the introductory paragraph.
"Stock Purchase Agreements" shall mean those Stock Purchase Agreements,
dated as of February 15, 2006, by and among the Company and the Stockholders.
"underwritten registration or underwritten offering" means an offering in
which securities of the Company are sold to one or more underwriter (as defined
in Section 2(a)(11) of the Securities Act) for resale to the public.
2. Demand Registrations.
(a) Demand Registration on Form S-1. At any time after September 30,
2006, a Stockholder or Stockholders holding in the aggregate at least a majority
of the Registrable Common Stock then outstanding may request, in writing, that
the Company effect the registration on Form S-1 (or any successor form)
providing for the resale pursuant to Rule 415 from time to time by the
Stockholders of Registrable Common Stock owned by such Stockholder or
Stockholders having an aggregate value of at least
$6,250,000 (based on the market price on the date of such request) (a "Demand
Registration"), in accordance with the methods of distribution set forth in such
Demand Registration Statement (as defined below) (which plan of distribution is
attached hereto as Exhibit A, modified to be consistent with then current market
practice and in accordance with then applicable securities laws, rules and
regulations); provided, however, that if the Stockholders requesting a Demand
Registration pursuant to this Section 2(a) intend to distribute the Registrable
Common Stock by means of an underwriting, the Demand Registration shall not
provide for resale pursuant to Rule 415 and the plan of distribution shall be
that plan of distribution provided by the lead underwriter for the underwritten
offering. As promptly as practicable after such request, but in any event within
60 days of such request by the Stockholder, the Company shall file a
registration statement on Form S-1 or such other form under the Securities Act
then available to the Company. The Company shall use its best efforts to cause a
Demand Registration Statement to be declared effective by the SEC as promptly as
practicable following such filing. In connection with each such Demand
Registration, the Company shall cause there to occur Full Cooperation.
Notwithstanding anything to the contrary herein, the right to request a Demand
Registration pursuant to this Section 2(a) shall be suspended upon the Company
becoming eligible to file a Registration Statement on Form S-3 (or any successor
form), provided that the Company has filed a Shelf Registration Statement (as
defined below) and such Shelf Registration Statement has been declared effective
by the SEC. The foregoing notwithstanding, the Stockholders shall be entitled to
exercise their Demand Registration rights during the term of this Agreement in
the event (i) the Company is no longer eligible to use Form S-3, (ii) the Shelf
Registration is withdrawn prior to the time period specified in the third
sentence of Section 3(b) or (iii) sales under the Shelf Registration Statement
are suspended for periods in excess of those set forth in the last sentence of
Section 3(b).
(b) Notice of Demand Registration on Form S-1. Upon receipt of any
request for a Demand Registration, the Company shall promptly give written
notice of such proposed registration to all other Stockholders. Such
Stockholders shall have the right, by giving written notice to the Company
within fifteen (15) days after the Company provides its notice, to elect to have
included in such registration such of their Registrable Common Stock as such
Stockholders may request in such notice of election, subject in the case of an
underwritten offering to the terms of Section 2(d). Thereupon, the Company
shall, as expeditiously as possible, use its best efforts to effect the
registration of all Registrable Common Stock which the Company has been
requested to so register (the "Demand Registration Statement").
(c) Number of Demand Registrations. The Stockholders shall be entitled
to request two (2) Demand Registrations pursuant to Section 2(a). For purposes
of this Section 2(c), a Demand Registration pursuant to Section 2(a) shall not
be counted (i) until such time as the Demand Registration Statement has been
declared effective by the SEC (provided that the requesting Stockholders may
withdraw their request for such registration and such request shall not count as
a Demand Registration if (X) such withdrawal is as a result of information
concerning the business or financial condition of
the Company which is made known to the Stockholders after the date on which such
registration was requested or (Y) the Stockholders making such demand agree to
pay the Registration Expenses therefor pursuant to Section 9; or (ii) if, as a
result of an exercise of the underwriter's cut-back provisions, less than 50% of
the total amount of Registrable Common Stock that Stockholders have requested to
be included in such Demand Registration Statement are sold.
(d) Number of Fully Marketed Underwritten Offerings. The Stockholders
shall be entitled to request no more than three (3) underwritten offerings
pursuant to all of the Demand Registration Statements and Shelf Registration
Statements and no more than one (1) underwritten offering pursuant to all of the
Demand Registration Statements and Shelf Registration Statements in any 12 month
period that requires involvement by management of the Company in road-show or
similar marketing activities (a "Fully Marketed Underwritten Offering). If the
Stockholders requesting a Demand Registration pursuant to Section 2(a) intend to
distribute the Registrable Common Stock covered by their request by means of an
underwriting, they shall so advise the Company as a part of their request made
pursuant to Section 2(a) and the Company shall include such information in its
written notice referred to in Section 2(b). In such event, (i) the right of any
other Stockholders to include their Registrable Common Stock in such
registration pursuant to Section 2(a) shall be conditioned upon such other
Stockholder's participation in such underwriting on the terms set forth herein,
and (ii) all Stockholders including Registrable Common Stock in such
registration shall enter into an underwriting agreement upon customary terms
with the underwriter or underwriters managing the offering; provided that such
underwriting agreement shall not provide for indemnification or contribution
obligations on the part of the Stockholders greater than the obligations of the
Stockholders pursuant to Section 9. If the Stockholders request a Fully Marketed
Underwritten Offering, the Company shall cause there to occur Full Cooperation
in connection therewith. An underwritten offering shall not count as one of the
permitted Fully Marketed Underwritten Offerings if there is not Full Cooperation
in connection therewith.
(e) Priority on Demand Registrations. If, in connection with a Demand
Registration pursuant to Section 2(a), the managing underwriter shall advise the
Company that in its opinion the number of securities requested to be included in
such registration exceeds the number that can be sold in such offering without
having an adverse effect on such offering, including the price at which such
securities can be sold, then the Company shall include in such registration the
maximum number of shares that such underwriter advises can be so sold without
having such effect, allocated (i) first, to Registrable Common Stock requested
by the Stockholder or Stockholders to be included in such registration, (ii)
second, to the shares of Common Stock to be sold for the account of Company, and
(iii) third, among all shares of Common Stock requested to be included in such
registration by any other Persons allocated among such Persons in such manner as
they may agree.
(f) Restrictions on Demand Registrations. If at the time of any request
to register Registrable Common Stock by a Stockholder or Stockholders pursuant
to
Section 2(a), the Company is engaged or has plans to engage in a registered
public offering or is engaged in any other activity which, in the good faith
determination of the Company's Board of Directors by a majority of its Board of
Directors, would be adversely affected by the requested registration, then the
Company may at its option direct that such request be delayed for a period not
in excess of 90 days from the date of such request, such right to delay a
request to be exercised by the Company not more than twice in any 12-month
period but in no event may such two 90-day periods be consecutive or so close in
proximity as to cause a delay with respect to the filing of a Demand
Registration Statement to be longer than 120 days. The period during which any
filing is so delayed hereunder is referred to as a "Delay Period". In the event
that, in the judgment of the Company, it is advisable to suspend use of a
Prospectus included in a Demand Registration Statement due to pending material
developments or other events that have not yet been publicly disclosed and as to
which the Company believes public disclosure would be detrimental to the
Company, the Company shall notify all Stockholders to such effect, and, upon
receipt of such notice, each of the Stockholders shall immediately discontinue
any sales of Registrable Common Stock pursuant to such Demand Registration
Statement until each of the Stockholders has received copies of a supplemented
or amended Prospectus or until each of the Stockholders is advised in writing by
the Company that the then current Prospectus may be used and has received copies
of any additional or supplemental filings that are incorporated or deemed
incorporated by reference in such Prospectus. Notwithstanding anything to the
contrary herein, the Company shall not exercise its rights under the preceding
sentence to suspend sales of Registrable Common Stock for a period in excess of
60 days consecutively or 90 days in any 365-day period.
(g) Effective Period of Demand Registrations. Subject to Sections
8(a)(ii), after any Demand Registration filed pursuant to this Agreement has
become effective, the Company shall use its best efforts to keep such Demand
Registration Statement effective for a period of at least one (1) year from the
date on which the SEC declares such Demand Registration Statement effective plus
the duration of any Delay Period and any period during which the use of a
Prospectus is suspended pursuant to Section 2(f), or such shorter period that
shall terminate on the earliest of (x) when all of the Registrable Common Stock
covered by such Demand Registration Statement has been sold pursuant to such
Demand Registration Statement in accordance with the plan of distribution set
forth therein, and (y) when, in the opinion of counsel to the Stockholders, all
outstanding Registrable Common Stock may be resold without registration under
the Securities Act pursuant to Rule 144(k) under the Securities Act or any
successor provision thereto.
3. Shelf Registrations.
(a) Shelf Registration on Form S-3. As soon as the Company becomes
eligible to file a Registration Statement on Form S-3 (or any successor form
relating to secondary offerings), the Company shall prepare and file or cause to
be prepared and filed with the SEC, as soon as practicable, a Registration
Statement on Form S-3 (or any successor thereto) relating to the offering on a
continuous or delayed basis pursuant to Rule 415 from time to time by the
Stockholders of all then outstanding Registrable
Common Stock (a "Shelf Registration" and any such Registration Statement filed
on Form S-3 (or any successor thereto) a "Shelf Registration Statement"), in
each case, in accordance with the methods of distribution set forth in such
Shelf Registration Statement (which plan of distribution is attached as hereto
as Exhibit A modified to be consistent with then current market practice and in
accordance with then applicable securities laws, rules and regulations) and,
thereafter, shall use its commercially reasonable efforts to cause such Shelf
Registration Statement to be declared effective under the Securities Act as
promptly as practicable thereafter. Notwithstanding the foregoing, the Company
may be able combine a Shelf Registration Statement from primary and/or secondary
offerings. Furthermore, the Company shall not be required to prepare and file a
Shelf Registration Statement if all Registrable Common Stock shall have been
sold or when, in the opinion of counsel to the Stockholders, all outstanding
Registrable Common Stock may be resold without registration under the Securities
Act pursuant to Rule 144(k) under the Securities Act or any successor provision
thereto.
(b) Limitations on Takedowns. There shall be no limit on the aggregate
number of takedowns, off such Shelf Registration Statement; provided, however,
that the Company shall not be obligated to effect (i) more than three (3) Fully
Marketed Underwritten Offerings off such Shelf Registration Statements, (ii) one
Fully Marketed Underwritten Offering off such Shelf Registration Statement in
any 12-month period, or (iii) a takedown within ninety (90) days after the
pricing date of a Fully Marketed Underwritten Offering off any Shelf
Registration. The Company shall use its commercially reasonable efforts to keep
the Shelf Registration Statement pursuant to this Section 3(b) continuously
effective (including by filing supplements and amendments) in order to permit
the Prospectus forming part thereof to be usable by the Stockholders for such
period that will terminate upon the earliest to occur of the following: (X) when
all Registrable Common Stock have been sold pursuant to such Shelf Registration
Statement, (Y) when, in the opinion of counsel to the Stockholders, all
outstanding Registrable Common Stock may be resold without registration under
the Securities Act pursuant to Rule 144(k) under the Securities Act or any
successor provision thereto and (Z) three (3) years from the effective date of
such Shelf Registration Statement. In the event that, in the judgment of the
Company, it is advisable to suspend use of a Prospectus included in a Shelf
Registration Statement due to pending material developments or other events that
have not yet been publicly disclosed and as to which the Company believes public
disclosure would be detrimental to the Company, the Company shall notify all
Stockholders to such effect, and, upon receipt of such notice, each of the
Stockholders shall immediately discontinue any sales of Registrable Common Stock
pursuant to such Shelf Registration Statement until each of the Stockholders has
received copies of a supplemented or amended Prospectus or until Stockholders
are advised in writing by the Company that the then current Prospectus may be
used and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus.
Notwithstanding anything to the contrary herein, the Company shall not exercise
its rights under the preceding sentence to suspend sales of Registrable Common
Stock for a period in excess of 60 days consecutively or 90 days in any 365-day
period.
(c) Priority on Shelf Registrations. If, in connection with a Shelf
Registration pursuant to this Section 3, the managing underwriter shall advise
the Company that in its opinion the number of securities requested to be
included in such registration exceeds the number that can be sold in such
offering without having an adverse effect on such offering, including the price
at which such securities can be sold, then the Company shall include in such
registration the maximum number of shares that such underwriter advises can be
so sold without having such effect, allocated (i) first, to the securities to be
sold for the account of the Company, (ii) second, to Registrable Common Stock
requested by the Stockholders to be included in such registration and (iii)
third, among all shares of Common Stock requested to be included in such
registration by any other Persons allocated among such Persons in such manner as
they may agree.
4. Piggyback Registrations.
(a) Right to Piggyback. Whenever the Company proposes to publicly sell
or register for sale any of its common equity securities pursuant to a
registration statement (a "Piggyback Registration Statement") under the
Securities Act (other than a registration statement on Form S-8 or on Form S-4
or any similar successor forms thereto), whether for its own account or for the
account of one or more securityholders of the Company (a "Piggyback
Registration"), the Company shall give prompt written notice to the Stockholders
of its intention to effect such sale or registration and, subject to Sections
4(b) and 4(c), shall include in such transaction all Registrable Common Stock
with respect to which the Company has received a written request from the
Stockholders for inclusion therein within 15 days after the receipt of the
Company's notice. The Company may postpone or withdraw the filing or the
effectiveness of a Piggyback Registration at any time in its sole discretion,
without prejudice to the Stockholder's right to immediately request a Demand
Registration hereunder. A Piggyback Registration shall not be considered a
Demand Registration for purposes of Section 2 of this Agreement.
(b) Priority on Primary Registrations. If a Piggyback Registration is
initiated as an underwritten primary registration on behalf of the Company, and
the managing underwriter advises the Company in writing that in its opinion the
number of securities requested to be included in such registration exceeds the
number that can be sold in such offering without having an adverse effect on
such offering, including the price at which such securities can be sold, then
the Company shall include in such registration the maximum number of shares that
such underwriter advises can be so sold without having such effect, allocated
(i) first, to the securities the Company proposes to sell, (ii) second, to the
Registrable Common Stock requested to be included therein by the Stockholders,
and (iii) third, among other securities requested to be included in such
registration by other security holders of the Company on such basis as such
holders may agree among themselves and the Company.
(c) Priority on Secondary Registrations. If a Piggyback Registration is
initiated as an underwritten registration on behalf of a holder of the Company's
securities other than Registrable Common Stock or on behalf of the Company, and
the managing underwriter advises the Company in writing that in its opinion the
number of securities
requested to be included in such registration exceeds the number that can be
sold in such offering without having an adverse effect on such offering,
including the price at which such securities can be sold, then the Company shall
include in such registration the maximum number of shares that such underwriter
advises can be so sold without having such effect, allocated (i) first, to other
securities requested to be included in such registration by other security
holders and the Company, pro rata among such holder(s) and the Company on the
basis of the number of shares requested to be registered by them, and (ii)
second, to Registrable Common Stock requested to be included therein by the
Stockholders.
5. Other Registrations.
The Company shall not grant to any Person the right, other than as set
forth herein and except to employees of the Company with respect to
registrations on Form S-8 and with respect to registrations on Form S-4 (or any
successor forms thereto), to request the Company to register any securities of
the Company except such rights as are (a) not more favorable than or
inconsistent with the rights granted to the Stockholders, and (b) that do not
adversely affect the priorities set forth herein of the Stockholders.
6. Selection of Underwriters.
If any of the Registrable Common Stock covered by a Demand Registration
Statement or a Shelf Registration Statement is to be sold in an underwritten
offering, the Stockholders shall have the right to select the managing
underwriter(s) to administer the offering subject to the prior approval of the
Company, which approval shall not be unreasonably withheld.
7. Holdback Agreements.
Each of the Stockholders (regardless of whether or not such Stockholder is
a selling Stockholder in any underwritten Demand Registration, Piggyback
Registration or Shelf Registration, and, in each case, with respect to the
Shares not included in such underwritten offering) and the Company agrees not
to, and the Company shall exercise its best efforts to obtain from its directors
and executive officers, and commercially reasonable efforts to obtain from its
beneficial owners of 5% or more of the Company's outstanding voting stock,
agreements (in the underwriters' customary form) not to, directly or indirectly
offer, sell, pledge, contract to sell, (including any short sale), grant any
option to purchase or otherwise dispose of any equity securities of the Company
or enter into any hedging transaction relating to any equity securities of the
Company during the 90 days beginning on the effective date of any underwritten
Demand Registration Statement or any underwritten Piggyback Registration
Statement or the pricing date of any underwritten offering pursuant to a Shelf
Registration Statement (except as part of such underwritten registration or
pursuant to registrations on Form S-8 or S-4 or any successor forms thereto)
unless the underwriter managing the offering otherwise agrees to a shorter
period, provided, however, that if (i) the Company issues an earnings release or
material news, or a material event relating to the Company occurs, during the
last 17
days of the lock-up period, or (ii) prior to the expiration of the holdback
period, the Company announces that it will release earnings results during the
16-day period beginning on the last day of the holdback period, the restrictions
imposed by this Section 7 shall continue to apply until the expiration of the
18-day period beginning on the issuance of the earnings release or the
occurrence of the material news or material event; provided, however, that this
sentence shall not apply if any research published or distributed by any
underwriter on the Company would be compliant under Rule 139 of the Securities
Act and the Company's securities are actively traded as defined in Rule
101(c)(1) of Regulation M of the Exchange Act.
The Company may impose stop-transfer instructions with respect to the
Registrable Common Stock or other securities subject to the foregoing
restriction until the end of the applicable "holdback" period.
In addition, to the extent that the terms of the holdback agreements of
any of the Stockholders provide for more favorable terms than those of the
Company, its executive officers or directors, then the terms of the holdback
agreements of the Company, its executive officers and directors shall be amended
to be consistent with those of the Stockholders.
8. Procedures.
(a) Whenever the Stockholders request that any Registrable Common Stock
be registered or sold pursuant to this Agreement, the Company shall use its best
efforts to effect the registration and the sale of such Registrable Common Stock
in accordance with the intended methods of disposition thereof, and pursuant
thereto the Company shall as expeditiously as possible:
(i) prepare and file with the SEC a Registration Statement
with respect to such Registrable Common Stock and use its best
efforts to cause such Registration Statement to become effective as
soon as practicable thereafter; and at least five (5) Business Days
before filing a Registration Statement or Prospectus or any
amendments or supplements thereto (including any prospectus
supplement for a shelf takedown), furnish to the Stockholders and
the underwriter or underwriters, if any, copies of all such
documents proposed to be filed, including documents incorporated by
reference in the Prospectus and, if requested by the Stockholders,
the exhibits incorporated by reference, and the Stockholders (and
the underwriter(s), if any) shall have the opportunity to review and
comment thereon, and the Company will make such changes and
additions thereto as reasonably requested by the Stockholders (and
the underwriter(s), if any) prior to filing any Registration
Statement or amendment thereto or any Prospectus or any supplement
thereto;
(ii) prepare and file with the SEC 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 as set forth in Section 2 hereof, or such
shorter period as is necessary to complete the distribution of the
securities covered by such Registration Statement and comply with
the provisions of the Securities Act with respect to the disposition
of all securities covered by such Registration Statement during such
period in accordance with the intended methods of disposition by the
Stockholders thereof set forth in such Registration Statement and,
in the case of the Shelf Registration Statement, prepare such
prospectus supplements containing such disclosures as may be
reasonably requested by the Stockholders or any underwriter(s) in
connection with each shelf takedown;
(iii) furnish to the Stockholders such number of copies of
such Registration Statement, each amendment and supplement thereto,
the Prospectus included in such Registration Statement (including
each preliminary Prospectus) and such other documents as the
Stockholders and any underwriter(s) may reasonably request in order
to facilitate the disposition of the Registrable Common Stock,
provided, however, that the Company shall have no such obligation to
furnish copies of a final prospectus if the conditions of Rule
172(c) under the Securities Act are satisfied by the Company;
(iv) use its best efforts to register or qualify such
Registrable Common Stock under such other securities or blue sky
laws of such jurisdictions (domestic or foreign) as any
underwriter(s) reasonably requests (in light of the Company's status
as OTC-Other) to enable the Stockholder and any underwriter(s) to
consummate the disposition in such jurisdictions of the Registrable
Common Stock (provided, that the Company will not be required to (1)
qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this subparagraph (iv),
(2) subject itself to taxation in any such jurisdiction or (3)
consent to general service of process in any such jurisdiction);
(v) promptly notify the Stockholders and any
underwriter(s), at any time when a Prospectus relating thereto is
required to be delivered under the Securities Act, of the occurrence
of any event as a result of which the Prospectus included in such
Registration Statement contains an untrue statement of a material
fact or omits any material fact necessary to make the statements
therein not misleading, and, at the request of the Stockholders or
any underwriter(s), the Company shall prepare a supplement or
amendment to such Prospectus so that, as thereafter delivered to the
purchasers of such Registrable Common Stock, such Prospectus shall
not contain an untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein not
misleading;
(vi) in the case of an underwritten offering, (i) enter into
such agreements (including underwriting agreements in customary
form), (ii) take all such other actions as the Stockholders or the
underwriter(s) reasonably request in order to expedite or facilitate
the disposition of such Registrable Common Stock (including, without
limitation, causing senior management and other Company personnel to
cooperate with the Stockholders and the underwriter(s) in connection
with performing due diligence) and (iii) cause its counsel to issue
opinions of counsel in form, substance and scope as are customary in
primary underwritten offerings, addressed and delivered to the
underwriter(s) and the Stockholders;
(vii) in connection with any Demand Registration pursuant to
Section 2 and each Fully Marketed Underwritten Offering requested by
the Stockholders under Section 2 or 3, cause there to occur Full
Cooperation and, in all other cases, cause members of senior
management of the Company to be available to participate in, and to
cooperate with the underwriter(s) in connection with customary
marketing activities (including select conference calls and
one-on-one meetings with prospective purchasers);
(viii) make available for inspection by the Stockholders, any
underwriter participating in any disposition pursuant to such
Registration Statement, and any attorney, accountant or other agent
retained by the Stockholders or underwriter, all financial and other
records, pertinent corporate documents and properties of the
Company, and cause the Company's officers, directors, employees and
independent accountants to supply all information reasonably
requested by the Stockholders, underwriter, attorney, accountant or
agent in connection with such Registration Statement;
(ix) use its best efforts to cause all such Registrable
Common Stock to be listed or qualified on each securities exchange
on which securities of the same class issued by the Company are then
listed or traded or, if no such similar securities are then listed
or traded, on Nasdaq or a national securities exchange on which the
Registrable Common Stock may be listed and traded;
(x) provide a transfer agent and registrar for all such
Registrable Common Stock not later than the effective date of such
Registration Statement;
(xi) if requested, cause to be delivered, immediately prior
to the pricing of any underwritten offering, immediately prior to
effectiveness of each Registration Statement (and, in the case of an
underwritten offering, at the time of closing of the sale of
Registrable Common Stock pursuant thereto), letters from the
Company's independent registered public
accountants addressed to the Stockholders and each underwriter, if
any, stating that such accountants are independent public
accountants within the meaning of the Securities Act and the
applicable rules and regulations adopted by the SEC thereunder, and
otherwise in customary form and covering such financial and
accounting matters as are customarily covered by letters of the
independent registered public accountants delivered in connection
with primary underwritten public offerings; and
(xii) promptly notify the Stockholders and the underwriter or
underwriters, if any:
(1) when the Registration Statement, any pre-
effective amendment, the Prospectus or any Prospectus
supplement or post-effective amendment to the
Registration Statement has been filed and, with respect
to the Registration Statement or any post-effective
amendment, when the same has become effective;
(2) of any written request by the SEC for amendments
or supplements to the Registration Statement or
Prospectus;
(3) of the notification to the Company by the SEC of
its initiation of any proceeding with respect to the
issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement; and
(4) of the receipt by the Company of any notification
with respect to the suspension of the qualification of
any Registrable Common Stock for sale under the
applicable securities or blue sky laws of any
jurisdiction.
(b) The Company represents and warrants that no Registration Statement
(including any amendments or supplements thereto and Prospectuses contained
therein) shall contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein, or necessary to make the
statements therein not misleading (except that the Company makes no
representation or warranty with respect to information relating to the
Stockholders furnished to the Company by or on behalf of the Stockholders
specifically for use therein).
(c) The Company shall make available to the Stockholders (i) promptly
after the same is prepared and publicly distributed, filed with the SEC, or
received by the Company, one copy of each Registration Statement and any
amendment thereto, each preliminary Prospectus and Prospectus and each amendment
or supplement thereto, each letter written by or on behalf of the Company to the
SEC or the staff of the SEC (or other governmental agency or self-regulatory
body or other body having jurisdiction, including any domestic or foreign
securities exchange), and each item of correspondence from the
SEC or the staff of the SEC (or other governmental agency or self-regulatory
body or other body having jurisdiction, including any domestic or foreign
securities exchange), in each case relating to such Registration Statement, and
(ii) such number of copies of a Prospectus, including a preliminary Prospectus,
and all amendments and supplements thereto and such other documents as the
Stockholders or any underwriter may reasonably request in order to facilitate
the disposition of the Registrable Common Stock. The Company will promptly
notify the Stockholders of the effectiveness of each Registration Statement or
any post-effective amendment. The Company will promptly respond to any and all
comments received from the SEC, with a view towards causing each Registration
Statement or any amendment thereto to be declared effective by the SEC as soon
as practicable and shall file an acceleration request as soon as practicable
following the resolution or clearance of all SEC comments or, if applicable,
following notification by the SEC that any such Registration Statement or any
amendment thereto will not be subject to review.
(d) The Company may require the Stockholders to furnish to the Company
any other information regarding the Stockholders and the distribution of such
securities as the Company reasonably determines, based on the advice of counsel,
is required to be included in any Registration Statement.
(e) The Company shall not permit any officer, director, underwriter,
broker or any other person acting on behalf of the Company to use any free
writing prospectus (as defined in Rule 405 under the Securities Act) in
connection with any registration statement covering Registrable Common Stock,
without the prior written consent of the Stockholder and any underwriter which
consent shall not be unreasonably withheld or delayed. Any consent to the use of
a free writing prospectus included in an underwriting agreement to which the
Stockholders are parties shall be deemed to satisfy the requirement for such
consent.
9. Registration Expenses.
(a) All expenses incident to the Company's performance of or compliance
with this Agreement, including, without limitation, all registration and filing
fees (including SEC registration fees and NASD filing fees), fees and expenses
of compliance with securities or blue sky laws, listing application fees,
printing expenses, transfer agent's and registrar's fees, cost of printing and
distributing Prospectuses in preliminary and final form as well as any
supplements thereto, and fees and disbursements of counsel for the Company and
all accountants and other Persons retained by the Company (all such expenses
being herein called "Registration Expenses") (but not including any underwriting
discounts or commissions or transfer taxes, if any, attributable to the sale of
Registrable Common Stock, shall be borne by the Company. In addition, the
Company shall pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit or quarterly review, the
expense of any liability insurance and the expenses and fees for listing the
securities to be registered on each securities exchange on which they are to be
listed. Notwithstanding the foregoing, the Stockholders will use
commercially reasonable efforts to negotiate with the underwriter(s) to any
offerings for the payment by the underwriter(s) of 50% of any expenses incurred
in any road-shows. If any Stockholders attend any road-show, whether in domestic
or foreign locations, the Stockholders shall be reimbursed only for their
reasonable expenses in connection therewith (e.g. use of private planes will not
be reimbursed).
(b) In connection with each registration initiated hereunder (whether a
Demand Registration, Shelf Registration, Piggyback Registration or any Fully
Marketed Underwritten Offering under each of the foregoing), the Company shall
pay, or shall reimburse the Stockholders for, the reasonable fees and
disbursements of one law firm chosen by the Stockholders as their counsel.
(c) The obligation of the Company to bear the expenses described in
Section 9(a) and to pay or reimburse the Stockholders for the expenses described
in Section 9(b) shall apply irrespective of whether a registration, once
properly demanded, if applicable, becomes effective, is withdrawn or suspended,
is converted to another form of registration and irrespective of when any of the
foregoing shall occur.
10. Indemnification.
(a) The Company shall indemnify, to the fullest extent permitted by law,
the Stockholders and their respective officers, directors, employees and
Affiliates and each Person who controls the Stockholders (within the meaning of
the Securities Act) against all losses, claims, damages, liabilities and
expenses arising out of or based upon any untrue or alleged untrue statement of
material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any "issuer free writing prospectus" (as defined in Securities Act
Rule 433) or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading or any violation or alleged
violation by the Company of the Securities Act, the Exchange Act or applicable
"blue sky" laws, except insofar as the same are made in reliance and in
conformity with information relating to the Stockholders furnished in writing to
the Company by the Stockholders expressly for use therein. In connection with an
underwritten offering, the Company shall indemnify such underwriter(s), their
officers, employees and directors and each Person who controls such
underwriter(s) (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the Stockholders.
(b) In connection with any Registration Statement in which the
Stockholders are participating, the Stockholders shall furnish to the Company,
in writing, such information as the Company reasonably determines, based on the
advice of counsel, is required to be included in any such Registration Statement
or Prospectus and shall indemnify, to the fullest extent permitted by law, the
Company, its officers, employees, directors, Affiliates, and each Person who
controls the Company (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities and expenses arising out of or based upon
any untrue or alleged untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that the same are made in reliance and in
conformity with information relating to the Stockholders furnished in writing to
the Company by the Stockholders expressly for use therein.
(c) Any Person entitled to indemnification hereunder shall (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel (in addition to any local counsel) for all
parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party there may be one or
more legal or equitable defenses available to such indemnified party that are in
addition to or may conflict with those available to another indemnified party
with respect to such claim. Failure to give prompt written notice shall not
release the indemnifying party from its obligations hereunder.
(d) The indemnification provided for under this Agreement shall remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and shall survive the transfer of securities.
(e) If the indemnification provided for in or pursuant to this Section
10 is due in accordance with the terms hereof, but is held by a court to be
unavailable or unenforceable in respect of any losses, claims, damages,
liabilities or expenses referred to herein, then each applicable indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified Person as a result of such losses,
claims, damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions
that result in such losses, claims, damages, liabilities or expenses as well as
any other relevant equitable considerations. The relative fault of the
indemnifying party on the one hand and of the indemnified Person on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the indemnifying
party or by the indemnified party, and by such party's relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. In no event shall the liability of the Stockholders be
greater in amount than the amount of net proceeds received by the Stockholders
upon such sale.
11. Rule 144.
The Company covenants that it will file the reports required to be filed
by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder, and it will take such further action
as the Stockholders may reasonably request to make available adequate current
public information with respect to the Company meeting the current public
information requirements of Rule 144(c) under the Securities Act, to the extent
required to enable the Stockholders to sell Registrable Common Stock without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (ii) any similar rule or regulation hereafter adopted by
the SEC. Upon the request of the Stockholders, the Company will deliver to the
Stockholders a written statement as to whether it has complied with such
information and requirements.
12. Transfer of Registration Rights.
(a) The Stockholders may transfer all or any portion of their
then-remaining rights under Sections 2, 3, 4, 6, 7, 8, 9, 10, 11, and 13 of this
Agreement to any transferee who acquires at least 1,000,000 shares of the
Registrable Common Stock initially received by the Stockholders pursuant to the
Stock Purchase Agreement (each, a "transferee"). Any transfer of registration
rights pursuant to this Section 12 shall be effective upon receipt by the
Company of (x) written notice from the Stockholders stating the name and address
of any transferee and identifying the amount of Registrable Common Stock with
respect to which the rights under this Agreement are being transferred and the
nature of the rights so transferred and (y) a written agreement from the
transferee to be bound by all of the terms of this Agreement. In connection with
any such transfer, the term "Stockholders" as used in this Agreement shall,
where appropriate to assign such rights to such transferees, be deemed to refer
to the transferee holders of such Registrable Common Stock. The Stockholders and
such transferees may exercise the registration rights hereunder in such
proportion (not to exceed the then-remaining rights hereunder) as they shall
agree among themselves.
(b) After such transfer, the Stockholders shall retain their rights
under this Agreement with respect to all other Registrable Common Stock owned by
the Stockholders. Upon the request of the Stockholders, the Company shall
execute a Registration Rights Agreement with such transferee or a proposed
transferee substantially similar to the applicable sections of this Agreement.
13. Termination. This Agreement shall terminate upon the later to occur of
(i) five (5) years from the date hereof, and (ii) when, in the opinion of
counsel to the Stockholders, all outstanding Registrable Common Stock may be
resold without registration under the Securities Act pursuant to Rule 144(k)
under the Securities Act or any successor provision thereto.
14. Miscellaneous.
(a) Notices. All notices, requests, consents and other communications
required or permitted hereunder shall be in writing and shall be hand delivered
or mailed postage prepaid by registered or certified mail or by facsimile
transmission (with immediate telephone confirmation thereafter) and, in the case
of the Stockholders, shall also be sent via e-mail,
If to the Company:
TransTechnology Corporation
βββ βββββββ ββββββ
βββββ, ββ βββββ
Attention: ββββββ β. βββββββ
Facsimile No.: (βββ) βββ-ββββ
Email: ββββββββ@βββββββ.βββ
with a copy to (which shall not constitute notice):
βββββ Fargo Securities, LLC
βββ β. ββββββ βββββ, βββββ ββββ
βββββββ, ββ βββββ
Attention: βββββββ β. ββββ
Facsimile No.: (βββ) βββ-ββββ
Email: βββββ.ββββ@ββββββββββ.βββ
And
ββββ ββββββ & Parks, LLP
ββββ ββ βββββ, βββ ββββββ ββββββ
βββββββββ, ββββ βββββ-ββββ
Attention: F. ββββββ β'βββββ, Esq.
Facsimile No.: (βββ) βββ-ββββ
Email: ββββββββ@βββββββ.βββ
If to the Stockholders to the address set forth in Schedule A and if to
any transferee Stockholders, to the address of such transferee Stockholders set
forth in the transfer documentation provided to the Company, in each case with
copies to (which shall not constitute notice) their respective counsel at the
address set forth in Schedule A, or at such other address as such party each may
specify by written notice to the others, and each such notice, request, consent
and other communication shall for all purposes of the Agreement be treated as
being effective or having been given when delivered personally, upon one
Business Day after being deposited with a courier if delivered by courier, upon
receipt of facsimile confirmation if transmitted by facsimile, or, if sent by
mail, at the earlier of its receipt or 72 hours after the same has been
deposited in a regularly maintained receptacle for the deposit of United States
mail, addressed and postage prepaid as aforesaid.
(b) No Waivers. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.
(c) Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. If the outstanding Common Stock is converted into or
exchanged or substituted for other securities issued by any other Person, as a
condition to the effectiveness of the merger, consolidation, reclassification,
share exchange or other transaction pursuant to which such conversion, exchange,
substitution or other transaction takes place, such other Person shall
automatically become bound hereby with respect to such other securities
constituting Registrable Common Stock and, if requested by the Stockholders or a
permitted transferee, shall further evidence such obligation by executing and
delivering to the Stockholders and such transferee a written agreement to such
effect in form and substance satisfactory to the Stockholders.
(d) Governing Law. The internal laws of Delaware shall govern the
enforceability and validity of this Agreement, the construction of its terms and
the interpretation of the rights and duties of the parties, without regard to
its principles of conflicts of laws that would implicate the substantive or
procedural laws of any other jurisdiction.
(e) Jurisdiction. Any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this
Agreement or the transactions contemplated hereby may be brought in any federal
or state court located in the County and State of New York, and each of the
parties hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding which is brought in any such court has been brought in an
inconvenient
forum. Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the jurisdiction of any such
court. Without limiting the foregoing, each party agrees that service of process
on such party as provided in Section 14(a) shall be deemed effective service of
process on such party.
(f) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(g) Counterparts; Effectiveness. This Agreement may be executed in any
number of counterparts (including by facsimile) and by different parties hereto
in separate counterparts, with the same effect as if all parties had signed the
same document. All such counterparts shall be deemed an original, shall be
construed together and shall constitute one and the same instrument. This
Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto.
(h) Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes and replaces all other prior agreements, written or oral, among the
parties hereto with respect to the subject matter hereof.
(i) Captions. The headings and other captions in this Agreement are for
convenience and reference only and shall not be used in interpreting, construing
or enforcing any provision of this Agreement.
(j) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such a
determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.
(k) Amendments. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to or departures from the provisions hereof may not be
given, without the written consent of the Company and the Stockholders.
(l) Aggregation of Stock. All Registrable Common Stock held by or
acquired by any Person who is an Affiliate of any of the Stockholders will be
aggregated together for the purpose of determining the availability of any
rights under this Agreement.
(m) Equitable Relief. The parties hereto agree that legal remedies may
be inadequate to enforce the provisions of this Agreement and that equitable
relief, including specific performance and injunctive relief, may be used to
enforce the provisions of this Agreement.
[Execution Page Follows]
IN WITNESS WHEREOF, this Registration Rights Agreement has been duly
executed by each of the parties hereto as of the date first written above.
TRANSTECHNOLOGY CORPORATION
By: /s/ ββββββ β.β. βββββ
--------------------------------
Name: ββββββ β.β. βββββ
Title: President & CEO
TINICUM CAPITAL PARTNERS II, L.P.
By: TINICUM LANTERN II, L.L.C.
Its General Partner
By: /s/ ββββ ββββββββββ
--------------------------------
Name: ββββ ββββββββββ
Title: Co-Managing Member
TINICUM CAPITAL PARTNERS PARALLEL FUND II, L.P.
By: TINICUM LANTERN II, L.L.C.
Its General Partner
By: /s/ ββββ ββββββββββ
---------------------------------
Name: ββββ ββββββββββ
Title: Co-Managing Member
TERRIER PARTNERS LP
By: B DOGGY LLC,
its General Partner
By: βββββ βββββββ,
its Managing Member
By: /s/ βββββ βββββββ
---------------------------------
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
its General Partner
By: /s/ ββββββ β. ββββββ
-------------------------------------
ββββββ β. ββββββ, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
its General Partner
By: /s/ ββββββ β. ββββββ
------------------------------------
ββββββ β. ββββββ, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.,
its Investment Manager
By: /s/ ββββββ β. ββββββ
------------------------------------
ββββββ β. ββββββ
EXHIBIT A
PLAN OF DISTRIBUTION
TransTechnology Corporation [or such defined term] is registering the
shares of common stock covered by this prospectus for the selling stockholders.
As used in this prospectus, "selling stockholders" includes the donees,
transferees, pledgees or others who may later hold the selling stockholders'
interests. Pursuant to a registration rights agreement, dated as of February 17,
2006, TransTechnology Corporation agreed to register the common stock owned by
the selling stockholders and to indemnify the selling stockholders against
certain liabilities related to the selling of the common stock, including
liabilities arising under the Securities Act. Under the registration rights
agreement, TransTechnology Corporation also agreed to pay the costs and fees of
registering the shares of common stock; however, the selling stockholders will
pay any brokerage commissions or underwriting discounts relating to the sale of
the shares of common stock.
The selling stockholders may sell the common stock being offered hereby in
one or more of the following ways at various times:
o to underwriters for resale to the public or to institutional investors;
o directly to institutional investors; or
o through agents to the public or to institutional investors.
The selling stockholder may offer its shares of common stock in one or
more offerings pursuant to one or more prospectus supplements, if required by
applicable law, and any such prospectus supplement will set forth the terms of
the relevant offering to the extent required. To the extent the shares of common
stock offered pursuant to a prospectus supplement remain unsold, the selling
stockholders may offer those shares of common stock on different terms pursuant
to another prospectus supplement.
The selling stockholders will act independently of TransTechnology
Corporation in making decisions with respect to the timing, manner and size of
each sale. The selling stockholders may sell the common stock on any national
securities exchange on which the common stock may be listed and traded or
otherwise, at market prices prevailing at the time of sale, at prices related to
the prevailing market prices, or at negotiated prices. If underwriters are used
in the sale, the common stock will be acquired by the underwriters for their own
account and may be resold at various times in one or more transactions,
including negotiated transactions, at a fixed public offering price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. A
distribution of the common stock by the selling stockholders may also be
effected through the issuance by the selling
stockholders or others of derivative securities, including without limitation,
warrants, exchangeable securities, forward delivery contracts and the writing of
options.
In addition, the selling stockholders may sell some or all of the shares
of common stock covered by this prospectus through:
o a block trade in which a broker-dealer will attempt to sell as agent, but
may position or resell a portion of the block, as principal, in order to
facilitate the transaction;
o purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account;
o ordinary brokerage transactions and transactions in which a broker
solicits purchasers; or
o privately negotiated transactions.
The selling stockholders may also enter into hedging transactions. For
example, the selling stockholders may:
o enter into transactions with a broker-dealer or affiliate thereof in
connection with which such broker-dealer or affiliate will engage in short
sales of the common stock pursuant to this prospectus, in which case such
broker-dealer or affiliate may use shares of common stock received from
the selling stockholders to close out its short positions;
o sell common stock short itself and redeliver such shares to close out its
short positions;
o enter into option or other types of transactions that require the selling
stockholders to deliver common stock to a broker-dealer or an affiliate
thereof, who will then resell or transfer the common stock under this
prospectus; or
o loan or pledge the common stock to a broker-dealer or an affiliate
thereof, who may sell the loaned shares or, in an event of default in the
case of a pledge, sell the pledged shares pursuant to this prospectus.
In addition, _____________ may enter into derivative or hedging
transactions with third parties, or sell securities not covered by this
prospectus to third parties in privately negotiated transactions. In connection
with such a transaction, the third parties may sell securities covered by and
pursuant to this prospectus and an applicable prospectus supplement. If so, the
third party may use securities borrowed from _____________ or others to settle
such sales and may use securities received from _____________ to close out any
related short positions. _____________ may also loan
or pledge securities covered by this prospectus and an applicable prospectus
supplement to third parties, who may sell the loaned securities or, in an event
of default in the case of a pledge, sell the pledged securities pursuant to this
prospectus and the applicable prospectus supplement.
The applicable prospectus supplement will set forth the terms of the
offering of the common stock covered by this prospectus, including:
o the name or names of any underwriters, dealers or agents and the amounts
of securities underwritten or purchased by each of them, if any; and
o the public offering price of the common stock and the proceeds to the
selling stockholders and any discounts, commissions or concessions or
other items constituting compensation allowed, reallowed or paid to
underwriters, dealers or agents, if any.
Any public offering price and any discounts, commissions, concessions or
other items constituting compensation allowed or rea5llowed or paid to
underwriters, dealers or agents may be changed from time to time.
The selling stockholders may negotiate and pay broker-dealers'
commissions, discounts or concessions for their services. Broker-dealers engaged
by the selling stockholders may allow other broker-dealers to participate in
resales. The selling stockholders and any broker-dealers involved in the sale or
resale of the common stock may qualify as "underwriters" within the meaning of
Section 2(a)(11) of the Securities Act. In addition, the broker-dealers'
commissions, discounts or concessions may qualify as underwriters' compensation
under the Securities Act. If any the selling stockholders qualifies as an
"underwriter," it will be subject to the prospectus delivery requirements of
Section 5(b)(2) of the Securities Act.
In addition to selling its common stock under this prospectus, the selling
stockholders may:
o agree to indemnify any broker-dealer or agent against certain liabilities
related to the selling of the common stock, including liabilities arising
under the Securities Act;
o transfer its common stock in other ways not involving market makers or
established trading markets, including directly by gift, distribution, or
other transfer;
o sell its common stock under Rule 144 of the Securities Act rather than
under this prospectus, if the transaction meets the requirements of Rule
144; or
o sell its common stock by any other legally available means.
SCHEDULE A
Tinicum Capital Partners II, L.P.
and Tinicum Capital Partners II Parallel Fund, L.P.
c.o. Tinicum Incorporated
Attention: ββββ ββββββββββ
βββ βββββ ββββββ
βββ ββββ, ββ βββββ
Facsimile No.: (βββ) βββ-ββββ
Email: βββββββββββ@βββββββ.βββ
with copies to
Skadden, Arps, Slate, βββββββ & ββββ LLP
ββββ βββββ ββββββ
βββ ββββ, βββ ββββ βββββ-ββββ
Attention: βββββββ β. ββββββββ, Esq.
Facsimile No.: (βββ) βββ-ββββ
Email: ββββββββ@ββββββββ.βββ
Terrier Partners LP
Attention: βββββ βββββββ
βββ β. ββββ ββββββ, ββββ βββββ
βββ ββββ, ββ βββββ
Email: ββββββ@βββββ.βββ
Wynnefield Partners Small Cap Value, L.P.,
Wynnefield Partners Small Cap Value, L.P. I and
Wynnefield Small Cap Value Offshore Fund, Ltd.
c.o. Wynnefield Capital, Inc.
Attention: ββββββ ββββ
βββ βββββββ ββββββ, βββββ βββ
βββ ββββ, ββ βββββ
Facsimile: (βββ) βββ-ββββ
Email: βββββ@βββββββββββββββββ.βββ
