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EXHIBIT 10.19
Form of Registration Rights Agreement
October 1997 Private Placement
5.1 Registration.
5.1.1. Demand Registration. After 120 days from the closing, the
Company shall promptly initiate a registration with respect to all or a part of
the Juno Common Stock (hereinafter referred to as the"Registrable Securities")
underlying the Juno Preferred Stock to be received in the Share Exchange. In
this respect, and in connection with all Registrable Securities, the Company
will:
(a) as soon as practicable, use its best efforts to effect such
registration (including, without limitation, the execution of an undertaking to
file post-effective amendments, and appropriate compliance with applicable
regulations issued under the Securities Act and applicable state securities
laws) as may be so requested and as would permit or facilitate the sale and
distribution of all or such portion of such Registrable Securities;
(b) The holders of Registrable Securities ("Holders") shall be
entitled to only one (1) registration pursuant to this Section 5.1.1 which has
been declared or ordered effective by the Commission;
(c) Such registration shall be on a Long-Form Registration or a
Short-Form Registration to the extent the Company meets the applicable
requirements under the Securities Act for a Short-Form Registration.
The registration statement filed pursuant to this Agreement may, subject to
the provisions of set forth below, include other securities of the Company which
are held by persons who, by virtue of agreements with the Company, are entitled
to include their securities in any such registration, and the Company shall have
the right to include securities in such registration for its own account.
If Holders intend to distribute the Registrable Securities covered by their
request by means of an underwriting, they shall so advise the Company as soon as
possible. The right of any Holder to registration pursuant to Section 5.1.1
shall be conditioned upon such Holder's participation in such underwriting and
the inclusion of such Holder's Registrable Securities in the underwriting
(unless otherwise mutually agreed by a majority in interest of the Initiating
Holders and such Holder with respect to such participation and inclusion) to the
extent provided herein. A Holder may elect to include in such underwriting all
or a part of the Registrable Securities he holds.
If the Company shall request inclusion of its securities in any
registration pursuant to Section 5.1.1, or if holders of Other Registrable
Securities request such inclusion, securities of the Company and holders of
Other Registrable Securities may be included in the underwriting conditioned on
their acceptance of the further applicable provisions of this Section 5. The
Company shall (together with
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all Holders, officers, directors, and holders of Other Registrable Securities
proposing to distribute their securities through such underwriting) enter into
an underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for such underwriting by a majority in
interest of the Holders and acceptable to the Company (which acceptance shall
not be unreasonably withheld or delayed). Notwithstanding any other provision of
this Section 5.1.1, if the representative advises the Holders in writing that
marketing factors require a limitation on the number of shares to be
underwritten, the securities of the Company held of record by officers or
directors (other than Other Registrable Securities) of the Company shall be
excluded from such registration to the extent so required by such limitation,
and if a limitation of the number of shares is still required, then the
securities of the Company shall be excluded from such registration to the extent
so required by such limitation and if a limitation of the number of shares is
still required, then the Other Registrable Securities shall be excluded from
such registration to the extent so required by such limitation, and if a
limitation is still required, the number of shares that may be included in the
registration and underwriting shall be allocated among all Holders of
Registrable Securities in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities which such Holders requested to be
included in such registration at the time of filing the registration statement.
No Registrable Securities or any other securities excluded from the underwriting
by reason of the underwriter's marketing limitation shall be included in such
registration. If any holder of Registrable Securities, Other Registrable
Securities, or any officer or director who has requested inclusion in such
registration as provided above disapproves of the terms of the underwriting,
such person may elect to withdraw therefrom by written notice to the Company,
the underwriter and the Initiating Holders. The securities so withdrawn shall
also be withdrawn from registration.
5.1.2. Expenses of Registration . All Registration Expenses relating
to the Registrable Securities incurred in connection with any registration,
qualification or compliance pursuant to this Section 5 shall be borne by the
Company. All Selling Expenses shall be borne by the holders of the securities so
registered, pro rata on the basis of the number of their shares so registered.
5.1.3. Registration Procedures. In the case of each registration
effected by the Company pursuant to Section 5, the Company will keep each Holder
advised in writing as to the initiation of each registration and as to the
completion thereof. At its expense, the Company will:
(a) Keep such registration effective for a period of one hundred
eighty (180) days or until the Holder or Holders have completed the distribution
described in the registration statement relating thereto, whichever first
occurs; provided, however, that in the case of any registration of Registrable
Securities on Form S-3 which are intended to be offered on a continuous or
delayed basis, such one hundred eighty (180) day period shall be extended, if
necessary, to keep the registration statement effective until all such
Registrable Securities are sold, provided that Rule 415, or any successor rule
under the Securities Act, permits an offering on a continuous or delayed basis,
and provided further that applicable rules under the Securities Act governing
the obligation to file a post-effective amendment, permit, in lieu of filing a
post-effective amendment which (y) includes any Prospectus required by Section
10(a)(3) of the Securities Act or (z) reflects facts or events representing a
material or fundamental change in the information set forth in the registration
statement, the incorporation by reference of information required to be included
in clause (y) and
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(z) above to be contained in periodic reports filed pursuant to Section 13 or
15(d) of the Exchange Act in the registration statement;
(b) Furnish such number of prospectuses, including a summary or
a preliminary prospectus, and other documents incident thereto as each Holder
from time to time may reasonably request;
(c) In connection with any underwritten offering pursuant to a
registration statement filed pursuant to Section 5.1 hereof, the Company will
enter into any underwriting agreement reasonably necessary to effect the offer
and sale of the securities, provided such underwriting agreement contains
customary underwriting provisions and provided further that if the underwriter
so requests the underwriting agreement will contain customary indemnification
and contribution provisions;
(d) Use its best efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable (but not more than 18 months) after the effective
xxxx of the registration statement, an earnings statement which shall satisfy
the provisions of Section 11 (a) of the Securities Act, and the rules and
regulations promulgated thereunder;
(e) Use its best efforts to list such Registrable Securities on
any securities exchange on which any equity security of the Company is then
listed, if such Registrable Securities are not already so listed and if such
listing is then permitted under the rules of such exchange, and to provide a
transfer agent and registrar for such Registrable Securities covered by such
registration statement not later than the effective date of such registration
statement;
(f) Furnish to each seller of Registrable Securities included in
such registration such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by such sellers;
(g) Make available at the Company's offices for inspection by
any seller of such Registrable Securities covered by such registration
statement, by any underwriter participating in any disposition to be effected
pursuant to such registration statement and by any attorney, accountant or other
agent retained by any such seller or any such underwriter, all financial and
other records, corporate documents and properties of the Company material to
such registration, and cause all of the Company's officers, directors and
employees to supply all information material to such registration reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement;
(h) Furnish or cause to be furnished to each seller of
Registrable Securities covered by such registration statement a copy of the
opinion of counsel for the Company, and a copy of the "comfort" letter signed by
the independent public accounts who have certified the Company's financial
statements included in the registration statement, delivered on the closing date
to the underwriters of such Registrable Securities; and
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(i) In the event of the issuance of any stop order suspending
the effectiveness of any registration statement or of any order suspending or
preventing the use of any prospectus or suspending the qualification of any
Registrable Securities for sale in any jurisdiction, use its best efforts
promptly to obtain its withdrawal.
5.2. Penalty for non-registration. The undersigned and the Company
acknowledge that the rights preferences and privileges of the Juno Preferred
Stock received in the Share Exchange shall provide that in the event that the
Company fails to file, or cause Juno to file, the registration statement
provided for in Section 5.1.1., then a special dividend equal to ten percent
(10%) per annum, shall commence to accrue on the 121st day after the closing of
the offering, and shall increase two percent (2%) per annum for every month that
the registration statement has not been filed, up to a maximum of forty five
percent (45%) per annum.
