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
Exhibit 10.18
AMENDMENT
TO
SHAREHOLDERS AGREEMENT
This Amendment to Shareholders Agreement (the "Amendment") is entered into
as of March 20, 2000 by and among Synapse Group, Inc., a Delaware corporation
(the "Company"), Michael Loeb ("Loeb"); Jay Walker ("Walker"); The
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Jay S. Walker Irrevocable Credit Trust (the "Walker Trust"); Margaret Loeb,
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Trustee u/The Michael Loeb Irrevocable Trust f/b/o Michael Roberts Loeb dated
December 28, 1995 (the "MRL Trustee"); Margaret Loeb, Trustee u/The Michael Loeb
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Irrevocable Trust f/b/o Katherine Elizabeth Loeb dated December 28, 1995 (the
"KEL Trustee"); Nancy Halpern, as Trustee of The Michael Loeb Irrevocable Trust
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u/a dated 3/24/99 f/b/o Marc David Loeb (the "MDL Trustee"); Nancy Halpern, as
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Trustee of The Michael Loeb Irrevocable Trust u/a dated 3/24/99 f/b/o Jeremy
Paul Loeb (the "JPL Trustee"); Nancy Halpern, as Trustee of The Michael Loeb
-----------
Irrevocable Trust u/a dated 3/24/99 f/b/o Carolyn Rose Loeb (the "CRL Trustee");
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Margaret Bates ("Bates"); Margaret Loeb ("Mar. Loeb"); Joseph Hanson ("Hanson");
----- --------- ------
and Andre Jaeckle ("Jaeckle") (Loeb, Walker, the Walker Trust, the MRL Trustee,
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the KEL Trustee, the MDL Trustee, the JPL Trustee, the CRL Trustee, Bates, Mar.
Loeb, Hanson and Jaeckle are referred to collectively as the "Stockholders")
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(the Company and the Stockholders are referred to collectively herein as the
"Parties.")
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WHEREAS, the Parties are parties to that Shareholders Agreement, dated
as of December 1, 1993 (the "Shareholders Agreement").
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NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and with the specific intent to be
bound hereby, the Parties hereby agree as follows:
1. Amendment of Shareholders Agreement.
-----------------------------------
1.1 Section 16. Section 16 of the Shareholders Agreement is amended
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as follows:
(a) The following language shall be added as new subsection (b):
"(b) the date that the Corporation closes an underwritten
initial public offering of its equity securities pursuant to an
effective registration statement filed under the Securities Act
of 1933, as amended; or"
(b) Subsection (b) of Section 16 is renumbered as "(c)".
2. Effect on Shareholders Agreement. Except as amended by this Amendment, the
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Shareholders Agreement shall remain in full force and effect. After the date of
this Amendment, every reference in the Shareholders Agreement to "this
Agreement" shall mean the Shareholders Agreement as amended by this Amendment.
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3. Miscellaneous.
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3.1 No Third Party Beneficiaries.
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This Amendment shall not confer any rights or remedies upon any person other
than the Parties and their respective successors and permitted assigns.
3.2 Succession and Assignment.
-------------------------
This Amendment shall be binding upon and inure to the benefit of the Parties
named herein and their respective successors and permitted assigns. No Party
may assign either this Amendment or any of its rights, interests or obligations
hereunder without the prior written approval of the other Parties.
3.3 Counterparts and Facsimile Signature
------------------------------------
This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument. This Amendment may be executed by facsimile signature.
3.4 Headings.
--------
The section headings contained in this Amendment are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Amendment.
3.5 Governing Law.
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THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF CONNECTICUT, WITHOUT TO THE PRINCIPLES OF CONFLICTS OF LAW OF
ANY JURISDICTION.
3.6 Construction.
------------
(a) The language used in this Amendment shall be deemed to be the
language chosen by the Parties to express their mutual intent, and no rule of
strict construction shall be applied against any Party.
(b) Any reference to any federal, state, local or foreign statute or
law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise.
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the
date first above written.
the "Company"
SYNAPSE GROUP, INC.
By: /s/ Michael Loeb
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Michael Loeb, President
the "Stockholders"
/s/ Michael Loeb
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MICHAEL LOEB
/s/ Jay Walker
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JAY WALKER
THE JAY S. WALKER IRREVOCABLE CREDIT TRUST
By: /s/ Harry E. Peden III
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Harry E. Peden III, Trustee
By: /s/ Eileen Walker
--------------------------------------
Eileen Walker, Trustee
/s/ Margaret Loeb, trustee
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MARGARET LOEB, Trustee u/The Michael Loeb
Irrevocable Trust f/b/o Michael Roberts Loeb
dated December 28, 1995
/s/ Margaret Loeb, trustee
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MARGARET LOEB, Trustee u/The Michael Loeb
Irrevocable Trust f/b/o Katherine Elizabeth Loeb
dated December 28, 1995
3
/s/ Nancy Halpern
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NANCY HALPERN, as Trustee of The Michael Loeb
Irrevocable Trust u/a dated 3/24/99 f/b/o Marc
David Loeb
/s/ Nancy Halpern
------------------------------------------
NANCY HALPERN, as Trustee of The Michael Loeb
Irrevocable Trust u/a dated 3/24/99 f/b/o Jeremy
Paul Loeb
/s/ Nancy Halpern
------------------------------------------
NANCY HALPERN, as Trustee of The Michael Loeb
Irrevocable Trust u/a dated 3/24/99 f/b/o Carolyn
Rose Loeb
/s/ Margaret Bates
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MARGARET BATES
/s/ Margaret Loeb
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MARGARET LOEB
/s/ Joseph Hanson
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JOSEPH HANSON
/s/ Andre Jaeckle
------------------------------------------
ANDRE JAECKLE
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Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 7/26/00 | | | | | | | None on these Dates |
| | 3/20/00 | | 1 |
| | 12/28/95 | | 1 | | 3 |
| | 12/1/93 | | 1 |
| List all Filings |
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