Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Form S-1 Amendment Number 1 107 579K
2: EX-3.1 Restated Certificate of Incorporation 25 111K
3: EX-3.2 Amended and Restated By-Laws 18 82K
4: EX-4.1 Specimen Common Stock Certificate 2 12K
5: EX-4.2 Warrant Agreement Dtd September 4, 1998 33 94K
6: EX-4.3 Common Stock Warrant Dtd 02/19/1999 8 37K
7: EX-4.4 Common Stock Warrant Dtd 02/19/1999 8 37K
8: EX-4.5 Stockholders Agreement Dated 02/19/1999 28 142K
9: EX-10.1 Investment Agreement Dated 04/22/1998 2 19K
16: EX-10.10 Assignment and Assumption Dtd 10/02/1998 3 18K
17: EX-10.12 Employment Agreement Dtd 6/29/1998 15 53K
18: EX-10.13 Agreement for Cooperative Use Dtd 11/5/1996 37 112K
19: EX-10.14 Letter of Agreement Dtd 2/28/1997 2 15K
20: EX-10.15 Letter of Agreement Option Dtd 4/4/1997 2± 14K
21: EX-10.16 Letter Amendement Agreement Dtd 8/1/1997 3 17K
22: EX-10.17 Letter Amendement Agreement Dtd 10/21/1997 2± 14K
23: EX-10.18 Application Transfer Dtd 01/06/1999 2± 15K
24: EX-10.19 Assignment of Ussn and Pct Dtd 01/06/1999 2 16K
25: EX-10.20 Letter Amendment Agreement Dtd 01/26/1999 2 20K
26: EX-10.21 Assignmt of 50% of Certain Patent Prop Dtd 3 24K
01/26/1999
27: EX-10.22 Assignmt of Certain Trademarks Dtd 02/09/1999 2 15K
28: EX-10.23 Internet Services Agreement Dtd 10/24/1997 6 37K
29: EX-10.24 Collaboration Agreement Dtd 02/18/1998 2 17K
30: EX-10.25 Cais Iport License Agreement Dtd 09/10/1998 19 70K
31: EX-10.26 Marketing Assoc. Solution Agreement Dtd 11/11/1998 10 50K
32: EX-10.27 Master License Agreement Dtd 12/23/1998 51 175K
33: EX-10.28 Agreement for High Speed Net Access Serv Dtd 26 93K
02/19/1999
34: EX-10.29 Deed of Lease Dtd July 28, 1997 13 44K
10: EX-10.3 Series A Stock Dtd 02/19/1999 43 177K
35: EX-10.30 Deed of Lease Dtd May 28, 1998 12 41K
36: EX-10.31 Office Building Lease Dtd 11/21/1998 71± 279K
37: EX-10.32 Settle Agreement Dtd 01/24/1999 17 48K
38: EX-10.33 Amended and Restated Equity Dtd 02/12/1999 9 46K
11: EX-10.4 Exchange Agreement Dtd 10/02/1998 5 22K
12: EX-10.5 Agreement of Merger Dtd 10/02/1998 5 25K
13: EX-10.6 Amended and Restated Employment Agreement Dtd 9 43K
06/03/1997
14: EX-10.7 Assignment and Assumption Dtd 10/02/1998 3 17K
15: EX-10.9 Amended Employment Agreement Dtd 9/8/1997 11 49K
EXHIBIT 10.4
EXCHANGE AGREEMENT
BY AND AMONG
THE LIMITED PARTNERS OF CLEARTEL COMMUNICATIONS LIMITED PARTNERSHIP,
CLEARTEL COMMUNICATIONS, INC., AS GENERAL PARTNER,
THE SHAREHOLDERS OF CLEARTEL COMMUNICATIONS, INC.,
AND
CGX COMMUNICATIONS, INC.
THIS EXCHANGE AGREEMENT (this "Agreement"), dated as of October 2, 1998, by
and among (i) the limited partners of Cleartel Communications Limited
Partnership, a District of Columbia limited partnership ("Cleartel LP")
signatory hereto (the "Cleartel Limited Partners"), (ii) Cleartel Inc., in its
capacity as general partner of Cleartel LP, (iii) the shareholders of Cleartel
Communications, Inc., a District of Columbia corporation ("Cleartel Inc."),
signatory hereto (the "Cleartel Shareholders"), and (iv) CGX Communications,
Inc., a Delaware corporation ("CGX").
WITNESSETH:
WHEREAS, the Cleartel Limited Partners collectively own all of the limited
partner interests in Cleartel LP (the "Cleartel LP Interests"); and
WHEREAS, the Cleartel Limited Partners wish to exchange all of the Cleartel
LP Interests held thereby for shares of the common stock, par value $.01 per
share, of CGX (the "CGX Common Stock"), and CGX wishes to issue shares of CGX
Common Stock in exchange for such Cleartel LP Interests, subject to and in
accordance with the terms and conditions set forth herein (the "Cleartel LP
Exchange") ; and
WHEREAS, the Cleartel Shareholders collectively own all of the issued and
outstanding shares of the common stock, no par value, of Cleartel Inc. (the
"Cleartel Common Stock"); and
WHEREAS, the Cleartel Shareholders wish to exchange all of the Cleartel
Common Stock held thereby for shares of CGX Common Stock, and CGX wishes to
issue shares of CGX Common Stock in exchange for such shares of Cleartel Common
Stock, subject to and in accordance with the terms and conditions set forth
herein (the "Cleartel Inc. Exchange") (the Cleartel LP Exchange and the Cleartel
Inc. Exchange herein collectively the "Exchanges").
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements and provisions hereinafter contained, and subject to the terms and
conditions herein, the parties to this Agreement hereby agree as follows.
1
Section I
---------
Terms
-----
1.1 Upon the effective date of the Cleartel LP Exchange, each then
outstanding one percent (1%) limited partner interest in Cleartel LP held by the
Cleartel Limited Partners shall be exchanged for 5,349.7 shares of CGX Common
Stock. Each Cleartel Limited Partner thereupon shall be entitled to receive a
stock certificate or certificates representing the same number of shares of CGX
Common Stock to which such Cleartel Limited Partner is entitled to receive
pursuant to this Section 1.1.
1.2 Upon the effective date of the Cleartel LP Exchange, all of the
Cleartel Limited Partners shall be deemed to have withdrawn as limited partners
of Cleartel LP, CGX shall automatically be admitted as the sole limited partner
of Cleartel LP, and CGX shall have a ninety-nine percent (99%) limited partner
interest in Cleartel LP. Cleartel Inc., in its capacity as the sole general
partner of Cleartel LP, hereby consents to the withdrawal of the Cleartel
Limited Partners as limited partners of Cleartel LP, and to the admission of CGX
as the sole limited partner of Cleartel LP, when and as provided in the
preceding sentence.
1.3 Upon the effective date of the Cleartel Inc. Exchange, each then
outstanding share of Cleartel Common Stock shall be exchanged for 62.938 shares
of CGX Common Stock. Each Cleartel Shareholder, upon surrender to CGX of the
certificate or certificates representing the shares of Cleartel Common Stock
held thereby on or after the effective date of the Cleartel Inc. Exchange, shall
be entitled to receive a stock certificate or certificates representing the same
number of shares of CGX Common Stock specified in this Section 1.3. Until so
surrendered, each such stock certificate shall, by virtue of the Cleartel Inc.
Exchange, be deemed for all purposes to evidence ownership of the same number of
shares of CGX Common Stock.
1.4 If any certificate representing CGX Common Stock is to be issued in a
name other than that in which the Cleartel LP Interests or Cleartel Common Stock
for which it is being exchanged is registered, it shall be a condition of such
issuance that the Cleartel LP Interests or Cleartel Common Stock for which it is
being exchanged shall be in proper form for transfer and that the person
requesting such issuance shall either pay to CGX or its transfer agents any
transfer or other taxes required by reason of the issuance of certificates
representing CGX Common Stock in a name other than that of the registered holder
of the Cleartel LP Interests or Cleartel Common Stock surrendered, or establish
to the satisfaction of CGX or its transfer agents that such tax has been paid or
is not applicable.
2
Section 2
---------
Effective Date; Termination
---------------------------
2.1 The Exchanges shall be simultaneously effective as of the date first
set forth above, or upon such later date as may be specified by CGX in its
discretion.
2.2 This Agreement shall terminate without liability to any party hereto
if the Exchanges have not become effective by October 4, 1998.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or
have caused this Agreement to be executed by their respective duly authorized
officers, all as of the date first above written.
CLEARTEL SHAREHOLDERS:
/s/ Ulysses G. Auger, Sr. /s/ Ulysses G. Auger, II
------------------------- ------------------------
Ulysses G. Auger, Sr. Ulysses G. Auger, II
CLEARTEL LIMITED PARTNERS
/s/ Ulysses G. Auger, Sr. /s/ Ulysses G. Auger, II
------------------------- ------------------------
Ulysses G. Auger, Sr. Ulysses G. Auger, II
The Bridgette Kathryn Auger Trust
The Gregory Ulysses Auger III Trust
The Alexander Robert Auger Trust
The Ulysses George Hawthorne Auger III Trust
The Nicholas William Randolph Auger Trust
The James Frederick Auger Trust
The Annabel-Rose Auger Trust
The Constandinos Ulysses Franciscos
Auger Economides Trust
The Vassiliki Illias Auger Economides Trust
The Constandina Francisca Auger Economides Trust
By: /s/ James Pedas
---------------
James Pedas, Trustee
(As to each Trust)
CLEARTEL COMMUNICATIONS, INC.
By: /s/ Ulysses G. Auger, II
------------------------
Ulysses G. Auger, II
President
CGX COMMUNICATIONS, INC.
4
By: /s/ Ulysses G. Auger, II
------------------------
Ulysses G. Auger, II
President
5
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/16/99 | | | | | | | None on these Dates |
| | 10/4/98 | | 3 |
| | 10/2/98 | | 1 |
| List all Filings |
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