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-10.32 — Letter Agreement
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Exhibit 10.32
June 6, 2000
Gentlemen:
In connection with the assistance provided by Allen & Company Incorporated
("you" or variations thereof) to Synapse Group, Inc. (the "Company") and Jay
Walker (collectively with the Company, "us" or variations thereof), with
financial advisory and investment banking and related services with respect to
Time Inc.'s investment in our Company, including related activities prior to
this date, we agree that we will indemnify and hold harmless you and your
affiliates, any director, officer, agent or employee of you or any of your
affiliates and each other person, if any, controlling you or any of your
affiliates (hereinafter collectively referred to as "you" and "your"), to the
full extent lawful, from and against, and that you shall have no liability to us
or our affiliates or security holders for, any losses, expenses, claims or
proceedings including governmental inquiry, regulatory or administrative
proceedings, or shareholder actions (hereinafter collectively referred to as
"losses") (i) related to or arising out of (A) oral or written information
provided by us, our employees or our other agents, and used by you in providing
services pursuant to the engagement, or (B) other action or failure to act by
us, our employees or our other agents or by you at our request or with our
consent, or (ii) otherwise related to or arising out of such engagement or any
transaction or conduct in connection therewith except that this clause (ii)
shall not apply with respect to any losses to the extent that they are found by
a court of competent jurisdiction in a judgment that has become final in that it
is no longer subject to appeal or review to have resulted from your bad faith or
gross negligence.
In the event that the foregoing indemnity is unavailable to you for any
reason other than your bad faith or gross negligence, we agree to contribute to
any loss related to or arising out of such engagement or any transaction or
conduct in connection therewith. For such losses referred to in clause (i) of
the preceding paragraph, each of us shall contribute in such proportion as is
appropriate to reflect the relative benefits received (or anticipated to be
received) by you and by us from any transaction contemplated by the engagement;
provided, however, that you shall not be responsible for any amounts in excess
of the amount of the benefits received by you. For any other losses, or for
losses referred to in clause (i) if the allocation provided by the immediately
preceding sentence is unavailable for any reason, each of us shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of each of us in connection with the statements,
omissions or other conduct which resulted in such losses, as well as any other
relevant equitable considerations. Benefits received (or anticipated to be
received) by us shall be deemed to be equal to the aggregate cash consideration
and value of securities or any other property payable, exchangeable or
transferable in connection with any transaction contemplated by the engagement,
and
benefits received by you shall be deemed to be equal to the compensation payable
by us to you in connection with such engagement. Relative fault shall be
determined by reference to, among other things, whether any alleged untrue
statement or omission or any other alleged conduct relates to information
provided by us or other conduct by us (or our employees or other agents) on the
one hand or by you (or your employees or other agents) on the other hand. You
and we agree that it would not be just and equitable if contribution were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above.
We agree that we will not, without the prior written consent of Allen &
Company Incorporated (which will not be unreasonably withheld) settle any
pending or threatened claim or proceeding related or arising out of such
engagement or transactions or conduct in connection therewith (whether or not
you are a party to such claim or proceeding) unless such settlement includes a
provision unconditionally releasing you from and holding you harmless against
all liability in respect of claims by any releasing party related to or arising
out of such engagement or any transaction or conduct in connection therewith.
We will also promptly reimburse you for all expenses (including counsel fees) as
they are incurred by you in connection with investigating, preparing or
defending, or providing evidence in, any pending or threatened claim or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not you are a party to such claim or proceeding) or in
enforcing this agreement ("Reimbursed Expenses"). You shall, however, repay to
us all Reimbursed Expenses for any claim, proceeding or enforcement of this
agreement in which any losses (as defined in the first paragraph of this letter)
are found by a court of competent jurisdiction in a judgment that has become
final in that it is no longer subject to appeal or review to have resulted from
your bad faith or negligence.
We may, at our sole expense and through counsel of our choice reasonably
acceptable to you, litigate, defend or otherwise attempt to resolve the demand
or proceeding underlying any indemnification matter, except that you shall have
the right to participate therein, at your sole expense and through counsel of
your choice. If we fail to assume and defend diligently in the proceeding or if
you shall have defenses which are not available to us or shall be in conflict
with us, then you shall have the right to assume such defense at our expense.
You agree that you will not, without our prior written consent (which will not
be unreasonably withheld) settle any pending or threatened claim or proceeding
related to or arising out of such engagement or transactions or conduct in
connection therewith unless such settlement includes a provision unconditionally
releasing us from and holding us harmless against all liability in respect of
claims by any releasing party related to or arising out of such engagement or
transactions or conduct in connection therewith. In any event, we and you shall
fully cooperate with each other and our respective counsel in the litigation,
defense or other attempt to resolve such demand or proceeding, and shall make
available to each other any books, records or other
documents necessary or appropriate for such purpose, subject to the right of
each party to protect reasonably, from disclosure, confidential business
information.
The foregoing agreement shall be in addition to any rights that you may
have at common law or otherwise. This agreement shall remain in full force and
effect following the completion or termination of such engagement.
Our reimbursement, indemnity and contribution obligations set forth herein
shall apply to any modification of the engagement and shall remain in full force
and effect regardless of any termination of, or the completion of your services
under or in connection with, this engagement.
Very truly yours,
SYNAPSE GROUP, INC.
/s/ Jay Walker By: /s/ Douglas J. Alpuche
-------------- ----------------------
Jay Walker Name: Douglas J. Alpuche
Title: EVP/CFO
Agreed:
ALLEN & COMPANY INCORPORATED
By: /s/ Kim Wieland
---------------
Name: Kim Wieland
Title: Managing Director and
Chief Financial Officer
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 |
| | 6/6/00 | | 1 |
| List all Filings |
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