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-10.34 — Employment Agreement
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Exhibit 10.34
July 1, 1994
Mr. Richard Vogel
Apt. 20 Z
333 East 79th Street
New York, New York 10021
Dear Rich:
This letter will describe the nature of your work with NewSub Services,
Inc. (NSS) and will supercede any prior discussions or documents.
1. NSS will employ you for the purpose of evaluating and developing new
lines of business, with the intention that any such new lines will become
entities independent from NSS, at the time deemed appropriate by NSS in its
discretion. You will perform such duties for NSS as may be reasonably requested
of you, working generally under my supervision.
2. Your initial salary will be $92,000 per year and in addition you
shall receive such fringe benefits as are afforded to NSS employees generally.
In addition, you will be reimbursed for your out-of-pocket business expenses
incurred on NSS' behalf, subject to furnishing appropriate receipts or other
documentation in accordance with company policy. On the anniversary of each year
of your employment you will be considered for a salary increase. The amount of
the increase, if any, will be at NSS' sole discretion. Each year I will conduct
a review of your performance. If your performance is deemed adequate by me, you
will receive a cash bonus. The amount of the bonus paid to you is at the sole
discretion of NSS. However, it is anticipated that for your first year of
employment, your bonus will not be greater than 37.5% of your first year salary
or less than 17.5% of salary. In subsequent years of employment, you will have
similar cash bonus opportunities, based on a review of your performance that I
will conduct. You will have the use of a 1991 Saturn automobile as a company
vehicle. You will be responsible for the cost of insurance, maintenance,
garaging and all other costs related to operation.
3. You will have an opportunity to acquire an ownership interest in the
lines of business you develop with NSS. Initially you will be considered to have
a 1% interest in each of three designated potential entities, for the moment
known as (1) Sub Rights Report, (2) Marshall Loeb Newsletter and (3) Mutual Fund
Finder. In the future NSS may designate in writing other potential entities to
be worked on by you and upon doing so you will be considered to have an initial
1% interest in each of these. During your first three years of the development
of a potential entity, you will also be eligible to obtain additional interests
in entities designated to be worked on by you, by way of a performance-based
bonus program. Under the bonus program, you may be awarded annually up to a
total of 5% in ownership interest in the designated businesses. Any such bonus
will be determined by NSS in its sole discretion. Once an "equity" bonus has
been awarded to you, you will have, for a period of 30 days thereafter, the
right to select which businesses you wish to receive an equity interest in, in
increments of at least 1%, provided that no more than 2/3 of the bonus in any
year can be applied to any one business. NSS
1
Mr. Richard Vogel
July 1, 1994
Page -2-
will keep a record of your interests in the designated businesses, which it will
make available to you. NSS will also keep an account of the costs and expenses,
and any income, attributable to each designated business, which will also be
available for your review.
Rich, you must understand that any ownership interest you are considered to
have will be theoretical only until a separate entity is formed and you have
received stock or other documentary form of ownership interest or derivative
interest. To reiterate, the decision whether or when to form an independent
entity is totally within the discretion of NSS. You will not have any ownership
or claim to ownership in NSS itself. Moreover, any theoretical interest
considered to be held by you is cancellable if for any reason you voluntarily
leave the employment of NSS, or if your employment is terminated by NSS for
cause (or if you leave the employment of, or your employment is terminated for
cause by, an independent entity conducting one or more of the designated lines
of business), within 12 months of obtaining such interest, either by way of
initial award or subsequent bonus. Such cancellation will be on a monthly pro-
rata basis so that after 3 months of the award or bonus, only 75% of your
potential ownership interests would be cancellable, after 6 months, 50%, etc.
However, if any of the designated businesses make an annual profit or are sold
by NSS prior to formation of a separate entity, you will be entitled to receive
your share, based upon your theoretical ownership interest, of the profit from
the operation or sale of such business, taking into account all the accumulated
costs and expenses of such business and the expenses of any sale. The
determination of profit shall be made by the Chief Financial Officer of NSS or
by its independent auditors and such determination made in good faith shall be
final and binding.
4. You acknowledge and agree that in connection with your employment by
NSS you will obtain non-public information, documents, files and other papers
concerning the products, business, operations, financial affairs, or condition
of NSS or any affiliate of NSS to which the general public would not have
access, including but not limited to, financial statements, customer lists,
training manuals, marketing methods, pricing structures, technical data, process
information and know-how ("Confidential Information"). You covenant and agree
that you will not at any time divulge, make known to any person, or use for any
purpose Confidential Information except (i) as reasonably necessary in the
course of providing services to NSS, or (ii) as required by law, regulation or
legal process. All products, inventions, materials, records, and documents
created or developed by you in the course of your employment with NSS, whether
embodied in electronic media or in written or other form, shall be the sole
property of NSS and upon request you will promptly assign, transfer and deliver
to NSS such property. Your obligations set forth in this paragraph shall be
binding even after you cease to be an employee of NSS or any affiliate.
5. We mutually agree that either you or NSS may terminate the employment
relationship upon 90 days notice at any time for any or no reason. If NSS
terminates your employment without cause, NSS will negotiate in good faith a
severance benefit arrangement. This agreement is not intended to create or imply
any obligation of NSS to employ you for a fixed or periodic term, or to
demonstrate just cause or any other justification for termination of the
employment relationship.
2
Mr. Richard Vogel
July 1, 1994
Page -3-
Please indicate your understanding and agreement to the foregoing by
signing a copy of this letter in the space provided below.
We look forward to a mutually beneficial relationship.
Sincerely
/s/ Michael Loeb
-------------------------
Michael Loeb, President
Understood and Agreed:
/s/ Richard Vogel
----------------------
Richard Vogel
3
SYNAPSE GROUP, INC.
Four High Ridge Park
Stamford, Connecticut 06905
March 29, 2000
Mr. Richard Vogel
110 Davenport Farm Lane West
Stamford, CT 06903
Re: Letter Agreement dated July 1, 1994 between Richard Vogel and
NewSub Services, Inc. ("Letter Agreement")
Dear Rich:
Reference is made to the Letter Agreement, a copy of which is attached as
Exhibit A. Please confirm your agreement to amend the Letter Agreement to delete
paragraph 3 and the final two sentences of paragraph 2. 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/ Richard Vogel
--------------------------
Richard Vogel
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 | | 4 |
| | 7/1/94 | | 1 | | 4 |
| List all Filings |
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