Exhibit 4.1
ADEPT TECHNOLOGY, INC.
FORM OF REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement") is made as of July 14,
1999, by and among Adept Technology, Inc., a California corporation ("Parent"),
and each of the holders of Parent's Common Stock ("Parent Common Stock"), set
forth in the Schedule of Shareholders attached as Exhibit A hereto (each, a
"Shareholder".) Each of the Shareholders has received Parent Common Stock in
connection with the merger of BYE/OASIS Engineering, Inc., a Texas corporation
("BYE/OASIS") with and into Parent pursuant to an Agreement and Plan of
Reorganization, dated as of June 28, 1999 (the "Merger Agreement").
1. Definitions. As used in this Agreement:
(a) "Effective Time" means the date three business days after the
date Parent publicly announces financial results covering at least 30 days of
combined operations of Parent and the Company.
(b) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(c) "Holder" means: (i) a shareholder of Parent to whom shares of
Parent Common Stock are issued pursuant to the Merger Agreement or (ii) a
transferee to whom registration rights granted under this Agreement are assigned
pursuant to Section 6 of this Agreement.
(d) "Registrable Securities" means for each Holder the number of
shares of Parent Common Stock issued to such Holder pursuant to the Merger
Agreement, and for all Holders the sum of the Registrable Securities held by
them; provided, however, that such shares of Parent Common Stock shall cease to
be Registrable Securities at such time as they are otherwise available for
resale under Rule 144 of the Securities Act, and Registrable Securities shall
not include any shares of Parent Common Stock constituting part of the Escrow
Fund.
(e) "Securities Act" means the Securities Act of 1933, as amended.
(f) "SEC" means the United States Securities and Exchange
Commission.
(g) Terms not otherwise defined herein have the meanings given to
them in the Merger Agreement.
2. Holder Registration.
(a) In case Parent shall receive from a Holder or Holders who own
not less than 10% of the then outstanding Registrable Securities, a written
request that Parent effect any registration under the Securities Act, Parent
shall (i) promptly give written notice of the proposed
registration to all other Holders and (ii) use its commercially reasonable
efforts to file within 45 days of the receipt of such request a registration
statement (including, without limitation, the execution of an undertaking to
file post-effective amendments, appropriate qualification under applicable blue
sky or other state securities laws and appropriate compliance with applicable
regulations issued under the Securities Act and any other governmental
requirements or regulations) covering the resale of the number of Registrable
Securities for which registration has been requested by such initiating Holder
or Holders, together with all or such portion of the Registrable Securities of
any Holder or Holders joining in such request and specified in a written request
received by Parent within ten (10) days after receipt by such Holders of such
written notice from Parent that the rights granted hereunder have been invoked.
Notwithstanding the foregoing, Parent shall not be obligated to register more
than an aggregate of 350,000 shares of Parent Common Stock. If the amount of
Registrable Securities requested to be registered by the Holders is greater than
350,000 shares of Parent Common Stock, Parent shall so advise the Holders that
the number of Registrable Securities that may be included in the registration
shall be allocated among all Holders thereof in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities held by such
Holders at the time of filing the registration statement. In no event shall
Parent be required to file a registration statement under this Agreement if it
does not then satisfy the eligibility requirements for the use of Form S-3 under
the Securities Act. Each Holder shall provide all such information and materials
and take all such action as may be required in order to permit Parent to comply
with all applicable requirements of the Securities Act, the Exchange Act, and of
the SEC, and to obtain any desired acceleration of the effective date of such
registration statement, such provision of information and materials to be a
condition precedent to the obligations of Parent pursuant to this Agreement to
register the Registrable Securities held by each such Holder. The offering made
pursuant to such registration shall not be underwritten. Parent shall not be
obligated to take any action to effect any such registration pursuant to this
Section 2(a) after one year from the date of this Agreement. Parent shall also
not be obligated to take any action to effect any such registration pursuant to
this Section 2(a) after Parent has effected one such registration pursuant to
this Section 2(a), and such registration has been declared or ordered effective.
(b) Parent shall (i) prepare and file with the SEC the registration
statement in accordance with Section 2(a) hereof with respect to the Registrable
Securities and shall use its best efforts to cause such registration statement
to become effective as promptly as practicable after filing (but no event
earlier than the Effective Time) and to keep such registration statement
effective until the sooner to occur of (A) the date on which all Registrable
Securities included within such registration statement have been sold or (B) the
expiration of thirty (30) days after the day on which such registration
statement has been declared effective; (ii) prepare and file with the SEC such
amendments to such registration statement and amendments or supplements to the
prospectus used in connection therewith as may be necessary to comply with the
provisions of the Securities Act with respect to the sale or other disposition
of all securities registered by such registration statement; (iii) furnish to
each Holder such number of copies of any prospectus (including any preliminary
prospectus and any amended or supplemented prospectus) in conformity with the
requirements of the Securities Act, and such other documents, as each Holder may
reasonably request in order to effect the offering and sale of the Registrable
Securities to be offered and sold, but only while Parent shall be required under
the provisions hereof to cause the registration statement to remain effective;
(iv) use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by such registration statement under the
securities or blue sky laws of such jurisdictions as each Holder shall
reasonably request (provided that Parent shall not be required in connection
therewith
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or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such jurisdiction where it has not been qualified),
and do any and all other acts or things which may be necessary or advisable to
enable each Holder to consummate the public sale or other disposition of such
Registrable Securities in such jurisdictions; and (v) notify each Holder,
promptly after it shall receive notice thereof, of the date and time the
registration statement and each post-effective amendment thereto has become
effective or a supplement to any prospectus forming a part of such registration
statement has been filed.
3. Suspension of Prospectus. Under any registration statement filed
hereof, Parent may restrict disposition of Registrable Securities, and a Holder
will not be able to dispose of such Registrable Securities, if Parent shall have
delivered a notice in writing to such Holder stating that a delay in the
disposition of such Registrable Securities is necessary because Parent, in its
reasonable judgment, has determined that such sales would require public
disclosure by Parent of material nonpublic information that is not included in
such registration statement. Any such delay shall result in a corresponding
extension of the period of time that Parent is required to maintain the
effectiveness of the registration statement under Section 2. Without limiting
the foregoing, no Holder shall be permitted to dispose of any Registrable
Securities during any period when officers, directors, or employees of Parent
are precluded from buying or selling Parent's securities under the terms of
Parent's xxxxxxx xxxxxxx policy as then in effect.
4. Expenses. All of the out-of-pocket expenses incurred in connection
with any registration of Registrable Securities pursuant to this Agreement,
including, without limitation, all SEC, Nasdaq National Market and blue sky
registration and filing fees, printing expenses, transfer agents' and
registrars' fees, and the reasonable fees and disbursements of Parent's outside
counsel and independent accountants shall be paid by Parent. All sales
commissions, legal fees, or other fees and expenses incurred by the Holder in
connection with the sale of Registrable Securities pursuant to the registration
statement shall be paid by the Holders.
5. Indemnification. In the event of any registration pursuant to this
Agreement:
(a) Parent will indemnify each Holder, each of its officers,
directors and partners and such Holder's legal counsel and independent
accountants, and each person controlling such Holder within the meaning of
Section 15 of the Securities Act, with respect to which registration,
qualification or compliance has been effected pursuant to this Agreement, and
each underwriter, if any, and each person who controls any underwriter within
the meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages and liabilities (or actions in respect thereof), including any
of the foregoing incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any registration statement,
prospectus, offering circular or other document, or any amendment or supplement
thereto, incident to any such registration, qualification or compliance, or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they are made, not misleading, or any
violation by Parent of any rule or regulation promulgated under the Securities
Act or state securities laws applicable to Parent in connection with any such
registration, qualification or compliance, and will reimburse each such Holder,
each of its officers, directors and partners and such Holder's legal counsel and
independent accountants, and
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each person controlling such Holder, each such underwriter and each person who
controls any such underwriter, for any legal and any other expenses reasonably
incurred in connection with investigating, preparing or defending any such
claim, loss, damage, liability or action, provided that Parent will not be
liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based in any untrue statement or
omission or alleged untrue statement or omission, made in reliance upon and in
conformity with written information furnished to Parent in an instrument duly
executed by such Holder or underwriter and stated to be specifically for use
therein.
(b) Each Holder will, if Registrable Securities held by such Holder
are included in the securities as to which such registration, qualification or
compliance is being effected, indemnify Parent, each of its directors and
officers and its legal counsel and independent accountants, each underwriter, if
any, of Parent's securities covered by such a registration statement, each
person who controls Parent or such underwriter within the meaning of Section 15
of the Securities Act, and each other such Holder, each of its officers and
directors and each person controlling such Holder within the meaning of Section
15 of the Securities Act, against all claims, losses, damages and liabilities
(or actions in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular or other document, or any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse Parent, such Holders, such directors, officers, legal counsel,
independent accountants, underwriters or control persons for any legal or any
other expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action, in each case to the extent,
but only to the extent, that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to Parent by an instrument duly
executed by such Holder and stated to be specifically for use therein; provided,
however, that the obligations of such Holders hereunder shall be limited to an
amount equal to the gross proceeds before expenses and commissions to each such
Holder of Registrable Securities sold as contemplated herein.
(c) Each party entitled to indemnification under this Section 5 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has written notice of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Agreement, except to the extent, but only to the
extent, that the Indemnifying Party's ability to defend against such claim or
litigation is impaired as a result of such failure to give notice. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to the Indemnified Party of a
release from all liability in respect to such claim or litigation.
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(d) The obligations of Parent and each Holder under this Section 5
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement and otherwise.
(e) Notwithstanding the foregoing, to the extent the provisions of
this Section 5 are inconsistent with or conflict with the terms of any
underwriting, indemnification, selling or similar agreement entered into by a
Holder in connection with the offer and sale of Registrable Securities pursuant
to a registration effected pursuant to this Agreement, the terms of such
agreement shall govern and shall supersede the provisions of this Agreement.
6. Assignment of Registration Rights. The rights to cause Parent to
register Registrable Securities pursuant to this Agreement shall not be
assignable except to a Holder's spouse, lineal ancestor or descendant, or to a
trust for the benefit of the Holder, his or her spouse, or any lineal ancestor
or descendant.
7. Amendment of Registration Rights. This Agreement may be amended at
any time upon the written consent of the Holders of a majority of the
outstanding Registrable Securities and Parent.
8. Counterpart Signatures. This Agreement may be executed in
counterparts, all of which together shall constitute a single agreement.
[Remainder of Page Intentionally Left Blank]
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In witness whereof the parties have signed this Registration Rights
Agreement on the day and year first above written.
"PARENT"
ADEPT TECHNOLOGY, INC.
By: _____________________________
Name: ___________________________
Title: __________________________
"SHAREHOLDER"
By: _____________________________
Name: ___________________________
Address: ________________________
________________________
________________________
[Signature Page to Registration Rights Agreement]
EXHIBIT A
SCHEDULE OF SHAREHOLDERS
Xxxxx Survivors' Trust
Xxxxxx, Xxxxxx
Xxxxxx, Xxxxxx & Xxxxxxx
Xxxxxx, Xxxxxxx
Xxx, Xxxxxxx X.
Xxx, Xxxxxxx X. & June N.
Crouzet-Pascal, Xxxxxx
Xxxxxxxxxxx, Xxxx
Xxxx, Xxxxxxx
Xxxxx, Xxxxxx
Xxxxxx, Xxxxxxx & Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx & Xxxxx
Lathe Tool Works
Xxxxxxxxx, Xxxx
Xxxxxx, Xxxxxxx & Jo Xxx Xxxxxxxxx
Xxxxxx, Xxxxxxx X. Xx.
Xxxxxx, Xxxx
Xxxxx, Xxxxx X.
Xxxxxxx, Xxxxxx
Weirtel, Xxxxxxxx & Xxxxx
Xxxxxx, Xxxxxx & Xxxxxxxx
