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-10.61 — Revolving Promissory Note
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Exhibit 10.61
REVOLVING PROMISSORY NOTE
$2,500,000 Stamford, Connecticut
March 23, 2000
FOR VALUE RECEIVED, on or before June 28, 2002 (the "Maturity Date"),
Gift Services, LLC, a Delaware limited liability company (the "Borrower") hereby
promises to pay to the order of Synapse Group, Inc. (the "Lender"), the lesser
of the principal sum of Two Million Five Hundred Thousand Dollars ($2,500,000)
or the aggregate unpaid principal amount of all Advances (defined below) made by
the Lender to the Borrower, in immediately available funds at his office located
at Four High Ridge Park, Stamford, CT 06905 or such other place as Lender may
designate), together with interest on the unpaid principal amount hereof at the
rates and on the dates set forth herein. The Lender hereby agrees, so long as no
Event of Default exists, to make all Advances as may be requested by the
Borrower hereunder prior to the Maturity Date, provided that the aggregate sum
of the principal amount of all Advances outstanding hereunder from time to time
does not exceed $2,500,000.
The outstanding principal of each Advance hereunder shall accrue
interest at a per annum rate equal to one percent (1.0%) above the Base Rate (as
defined below).
Each request for an Advance shall be in writing and shall be made by
the Borrower at least seven (7) Business Days prior to the requested date of
such Advance. Each Advance shall be in the minimum amount of $50,000 (and in
integral multiples of $10,000 if in excess thereof). Each request for an advance
hereunder shall specify the date of such Advance, and the amount of such
Advance. The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Advance and the date and amount of each principal
payment hereunder.
At any time and from time to time, the Borrower may prepay this Note in
whole or in part without premium or penalty subject to the Borrower giving at
least one (1) Business Day prior written notice to the Lender. Each prepayment
will be applied first to accrued and unpaid interest and then to principal.
For the purpose of this Note, the following terms shall have the
following meanings:
"Advance" shall mean a borrowing under this Note.
"Base Rate" shall mean a rate per annum equal to the rate of interest
published in The Wall Street Journal, National edition as the "prime
rate", changing when and as such prime rate changes. Changes in the
rate of interest on that portion of any Advance bearing interest at the
Base Rate will take effect simultaneously with each change in the Base
Rate.
"Business Day" shall mean any day other than a Saturday, Sunday, or
other day on which commercial banks in the State of Connecticut are
authorized or required to close under the laws of the State of
Connecticut.
"Termination Date" means the earlier of (1) the Maturity Date, and (2)
the date on which the Lender declares an Event of Default pursuant to
the terms hereof.
At the option of the holder, this Note shall become immediately due and
payable upon the occurrence and during the continuance at any time of any of the
following events of default (each an "Event of Default"): (1) default in the
payment of this Note when due; (2) the liquidation, termination, dissolution or
the appointment of a receiver for the Borrower or its property as a whole; (3)
the institution by the Borrower of any proceedings under the United States
Bankruptcy Code or any other federal or state law in which the Borrower is
alleged to be insolvent or unable to pay its debts as they mature or the making
by the undersigned of an assignment or trust mortgage for the benefit of
creditors; or (4)(a) the institution against the Borrower of any proceedings
under the United States Bankruptcy Code or of any other federal or state law in
which the Borrower is alleged to be insolvent or unable to pay its debts as they
mature, and (b) the failure of the Borrower to cause such proceedings to be
dismissed or stayed within 30 days; whereupon the holder shall have then, or at
any time thereafter, all of the rights and remedies afforded by the Uniform
Commercial Code as from time to time in effect in the State of Connecticut or
afforded by other applicable law. Notwithstanding the foregoing, the Borrower
may not pay and Lender will not accept, any payment except in compliance with
the resolutions of the Borrower attached hereto.
Any expenses incurred in connection with the enforcement or collection
of the Advances or the Lender's rights hereunder, including reasonable
attorney's fees, shall be paid by the Borrower.
This Note and the rights as described herein are not assignable in
whole or in part by the Borrower, and are personal to the Borrower and may not
be relied upon by any other party.
2
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. The
Borrower and every indorser or guarantor of this Note regardless of the time,
order or place of signing waives presentment, demand, protest and notices of
every kind and assents to any extension or postponement of the time of payment
or any other indulgence, to any substitution, exchange or release of collateral,
and to the addition or release of any other party or person primarily or
secondarily liable.
None of the terms or provisions of this Note may be excluded, modified,
or amended except by a written instrument duly executed on behalf of the holder
expressly referring hereto and setting forth the provision so excluded, modified
or amended.
ALL RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF CONNECTICUT AND THIS NOTE SHALL BE DEEMED TO BE UNDER SEAL.
EXECUTED as of this 23rd day of March, 2000 as an instrument under
seal.
GIFT SERVICES, LLC
By: /s/ Jeffrey Gilfix
-----------------------
Name: Jeffrey Gilfix
Title: President
AGREED:
/s/ Michael R. Loeb
-------------------
Synapse Group, Inc.
3
SCHEDULE OF LOAN AND PAYMENTS OF PRINCIPAL
TO
REVOLVING PROMISSORY NOTE OF GIFT SERVICES, LLC
DATED: March 23, 2000
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Principal Principal
Amount of Amount Unpaid
Date Advance Paid Balance
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4
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 6/28/02 | | 1 | | | | | None on these Dates |
| Filed on: | | 7/26/00 |
| | 3/23/00 | | 1 | | 4 |
| List all Filings |
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