Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 146 767K
2: EX-3.1 Restated Certificate of Incorporation 29 135K
3: EX-3.3 By-Laws of the Registrant 16 79K
4: EX-10.1 1997 Stock Option Plan 13 55K
13: EX-10.10 Form of Option Stockholders Agreement 9 48K
14: EX-10.11 Stock Purchase Agreement Dated March 9, 1998 39 183K
15: EX-10.12 Stock Purchase Agreement Dated September 9, 1998 24 114K
16: EX-10.13 Stock and Warrant Purchase Agreement 31 143K
17: EX-10.14 Stock Purchase Agreement Dated May 17, 2000 22 118K
18: EX-10.15 Stock Purchase Agreement Dated May 17, 2000 29 161K
19: EX-10.16 Form of Warrant Delivered to the Purchasers 18 80K
20: EX-10.17 Shareholder Agreement 27 65K
21: EX-10.18 Amendment to Shareholders Agreement 4 30K
22: EX-10.19 Amended and Restated Shareholders Agreement 13 69K
5: EX-10.2 1999 Stock Option Plan 12 55K
23: EX-10.20 Walker and Jaeckle Shareholder Agreement 15 43K
24: EX-10.21 Stock Option Agreement 5 38K
25: EX-10.22 Amended and Restated Stockholders Agreement 46 188K
26: EX-10.23 Amend. #1 to Amended & Restated Stockholders Agmt 5 27K
27: EX-10.24 Amend #2 Waiver of Amended & Restated Stockholders 5 28K
28: EX-10.25 2nd Amended & Restated Stockholders Agmt 43 211K
29: EX-10.26 Amended & Restated Registration Rights Agmt 38 137K
30: EX-10.27 Amend #1 to Amended & Restated Registration Rights 4 28K
31: EX-10.28 2nd Amended & Restated Registration Rights 29 130K
32: EX-10.29 Indemnification Agreement 11 43K
6: EX-10.3 2000 Stock Incentive Plan 7 45K
33: EX-10.31 Guarantee Signed by Time, Inc. 1 17K
34: EX-10.32 Letter Agreement 3 24K
35: EX-10.33 Consulting Agreement 9 45K
36: EX-10.34 Employment Agreement 4 27K
37: EX-10.35 Letter Agreement 3 25K
38: EX-10.36 Employment Agreement 2 23K
39: EX-10.37 Subordinated Promissory Note 3 25K
40: EX-10.38 Subordinated Promissory Note 3 25K
41: EX-10.39 Subordinated Promissory Note 3 25K
7: EX-10.4 Form of Non-Qualified Stock Option Agreement 3 26K
42: EX-10.40 Subordinated Promissory Note 3 25K
43: EX-10.41 Promissory Note 2 20K
44: EX-10.42 Promissory Note 2 20K
45: EX-10.43 Promissory Note 2 20K
46: EX-10.44 Promissory Note 2 20K
47: EX-10.45 Promissory Note 2 20K
48: EX-10.46 Promissory Note 2 20K
49: EX-10.47 Loan Exchange Agreement 5 28K
50: EX-10.48 Revolving Promissory Note 3 25K
51: EX-10.49 Credit Agreement 47 170K
8: EX-10.5 Form of Option Shareholders Agreement 15 46K
52: EX-10.50 Promissory Note 3 21K
53: EX-10.51 Promissory Note 3 22K
54: EX-10.52 Lease 80 323K
55: EX-10.53 Lease 64 277K
56: EX-10.54 Settlement Agreement 8 51K
57: EX-10.55 Sales Representative Agreement 18 59K
58: EX-10.56 Limited Liability Company Agreement 25 102K
59: EX-10.59 Letter Agreement 2 20K
9: EX-10.6 Form of Non-Qualified Stock Option Agreement 3 26K
60: EX-10.60 Master Agreement 13 69K
61: EX-10.61 Revolving Promissory Note 4 25K
10: EX-10.7 Form of Option Shareholders Agreement 10 43K
11: EX-10.8 Form of Nonstatutory Stock Option Agreement 6 35K
12: EX-10.9 Form of Incentive Stock Option Agreement 6 35K
62: EX-16.1 Letter Regarding Change in Certifying Accountant 1 16K
63: EX-21.1 Subsidiaries of the Registrant 1 15K
64: EX-23.1 Consent of Arthur Andersen LLP 1 15K
65: EX-27.1 Financial Data Schedule 2 18K
EX-10.35 — Letter Agreement
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Exhibit 10.35
Jonathan A. Siegel
26 Lewis Road
Irvington, New York 10533
914-591-6228
September 27, 1999
Kevin Manion
Executive Vice President
and Chief Financial Officer
NewSub Services, Inc.
Four High Ridge Park
Stanford, Connecticut 06905
Re: Employment Offer Letter Dated September 10, 1999 From Kevin Manion To
---------------------------------------------------------------------
Jonathan A. Siegel ("Offer Letter")
-----------------------------------
Dear Kevin:
Before commencing employment, I wish to confirm the terms of the offer of
employment extended to me by NewSub Services, Inc. ("NewSub"). My understandings
of these terms is based on the Offer Letter, my letter to you dated September
14, 1999 and several conversations with you and Lisa Dubrow.
The terms of my employment are as follows:
. I will be employed as Vice President and Corporate General Counsel of
NewSub at Four High Ridge Park, Stamford Connecticut commencing September
27, 1999.
. My annual base salary of $175,000 will be paid in installments of
approximately 7291.66 on the 15/th/ and last day of each month.
. I will participate in the Vice President's Bonus Plan providing for an
annual incentive bonus of 25% of my base salary upon NewSub's attainment of
targeted revenue and EBITDA goals. My incentive bonus will be prorated in
1999 to reflect the period of my employment during the year.
. Twenty thousand stock options will be granted to me after commencement of
employment, but no later than December 31, 1999. These options will be
granted pursuant to the NewSub Services, Inc. 1997 Stock Option Plan.
. I will be entitled to increases in base salary and bonus and additional
options consistent with those provided to other executive officers of
NewSub.
. Vacation and holidays will be provided to me as set forth in the
NewSub Employee Handbook.
. Eligibility for NewSub medical, dental and life insurance coverage will
begin on my 31/st/ day of employment.
. Eligibility for the NewSub 401(k) Plan will begin after three months of
employment.
. I will be entitled to participate in any other employee benefit plans or
programs generally available to other executive officers of NewSub.
. I will be provided with a qualified full time assistant/secretary. The
services of such assistant/secretary may be shared with another employee of
NewSub.
2
. NewSub shall, to the fullest extent permitted or required by the
Connecticut Business Corporation Act ("CBCA"), indemnify me against any and
all liability and advance any and all reasonable expenses, incurred by me
in any proceeding to which I am a party because I am or was an officer of
NewSub, its successors or any entity under common control with NewSub or
its successors. Undefined terms used in this paragraph shall have the
meaning ascribed to them in the CBCA. These rights to indemnification shall
not be exclusive of any other rights to indemnification or advancement of
expenses available to me.
. After I have been employed for one year, should my employment be terminated
other than for "cause", I will receive (i) my salary and employee benefits
as accrued through the effective date of such termination (including,
without limitation, options, but only to the extent they are exercisable
pursuant to the terms of the agreement and plan under which they are
issued), (ii) my then current salary and continuation of all employee
benefits for a period of six months, and (iii) a pro rata portion of any
bonus for the year in which termination occurs, which proration shall be
based upon the period of my employment during such year up to the date of
termination. For this purpose "cause" shall mean my breach of any material
agreement with NewSub or my misconduct involving misappropriation or
dishonesty. Should my employment be terminated for any reason before one
year, I will be entitled to receive only salary and employee benefits as
accrued through the effective date of such termination.
If the foregoing accurately reflects the terms of NewSub's offer of employment
to me, please sign and return a copy of this letter. If you need to discuss
these issues I can be reached at the number set forth above.
I look forward to receiving your response and to joining NewSub.
Sincerely,
/s/ Jonathan A. Siegel
Jonathan A. Siegel
Agreed:
NewSub Services, Inc.
By: /s/ Kevin Manion
--------------------------------
Kevin Manion, Executive Vice
President and Chief Financial Officer
SYNAPSE GROUP, INC.
Four High Ridge Park
Stamford, Connecticut 06905
March 29, 2000
Mr. Jonathan A. Siegel
26 Lewis Road
Irvington, NY 10533
Re: Letter Agreement dated September 27, 1999 between Jonathan A. Siegel
and NewSub Services, Inc. ("Letter Agreement")
Dear Jon:
Reference is made to the Letter Agreement, a copy of which is attached as
Exhibit A. Please confirm your agreement to amend the eleventh bullet point of
the Letter Agreement regarding indemnification to delete the reference to the
Connecticut Business Corporation Act and replace it with a reference to the
General Corporation Law of the State of Delaware. Except as so amended, the
Letter Agreement shall remain in full force and effect.
Sincerely,
SYNAPSE GROUP, INC.
(successor to NewSub Services, Inc.)
By: /s/ Michael Loeb
__________________________________
Michael Loeb
President and CEO
Agreed:
/s/ Jonathan A. Siegel
____________________________________
Jonathan A. Siegel
3
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 7/26/00 | | | | | | | None on these Dates |
| | 3/29/00 | | 3 |
| | 12/31/99 | | 1 |
| | 9/27/99 | | 1 | | 3 |
| | 9/14/99 | | 1 |
| | 9/10/99 | | 1 |
| List all Filings |
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