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-10.23 — Amend. #1 to Amended & Restated Stockholders Agmt
| EX-10.23 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 10.23
AMENDMENT NO.1
TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
This Amendment No. 1 to Amended and Restated Stockholders Agreement (the
"Amendment") is entered into as of March 20, 2000 by and among Synapse Group,
Inc., a Delaware corporation (the "Company"); General Atlantic Partners 46,
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L.P., a Delaware limited partnership ("GAP LP"); General Atlantic Partners 49,
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L.P., a Delaware limited partnership ("GAP 49"); General Atlantic Partners 60,
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L.P., a Delaware limited partnership ("GAP 60"); GAP Coinvestment Partners,
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L.P., a New York limited partnership ("GAP Coinvestment"); GAP Coinvestment
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Partners II, L.P., a Delaware limited partnership ("GAP Coinvestment II") (GAP
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LP, GAP 49, GAP 60, GAP Coinvestment and GAP Coinvestment II are referred to
collectively as the "General Atlantic Stockholders"); Michael Loeb ("Loeb"); Jay
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Walker ("Walker"); The Jay S. Walker Irrevocable Credit Trust (the "Walker
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Trust") (Loeb, Walker and the Walker Trust are referred to collectively as the
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"Major Stockholders") (the Company, the General Atlantic Stockholders and the
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Major Stockholders are referred to collectively herein as the "Parties.")
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WHEREAS, the Parties are parties to that Amended and Restated Stockholders
Agreement, dated January 12, 2000 (the "Stockholders Agreement"), among each of
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the Parties and the other stockholders listed on Schedule 1 thereto.
WHEREAS, pursuant to Section 9.3(b) of the Stockholders Agreement, the
Parties may amend the Stockholders Agreement and the Parties desire to so amend
the Stockholders Agreement as set forth herein; and
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 Stockholders Agreement.
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1.1 Section 1. The definition of "Credit Agreement" in Section 1 is
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deleted.
1.2 Section 2.2 (a). Section 2.2(a) of the Stockholders Agreement is
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amended as follows: (a) the language "and (iv)" in the 15/th/ line thereof is
deleted and the language "; (iv)" is substituted therefor; and (b) the language
"and (v) to Arena Capital Investment Fund, L.P. (or any Affiliate thereof)
pursuant to that Securities Purchase Agreement dated as of March 20, 2000
between Walker and Arena Capital Investment Fund, L.P., or an Affiliate thereof"
is inserted after the third word in the 19/th/ line thereof.
1.3 Section 8. Section 8 of the Stockholders Agreement is amended and
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restated in its entirety as follows:
"8. [Intentionally left blank]."
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1
1.4 Section 9.14 Section 9.14 of the Stockholders Agreement is deleted in
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its entirety.
2. Effect on Stockholders Agreement. Except as amended by this Amendment, the
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Stockholders Agreement shall remain in full force and effect. After the date of
this Amendment, every reference in the Stockholders Agreement to "this
Agreement" shall mean the Stockholders Agreement as amended by this Amendment.
3. Miscellaneous.
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3.1 No Third Party Beneficiaries.
----------------------------
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.
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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
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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.
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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 NEW YORK, WITHOUT TO THE PRINCIPLES OF CONFLICTS OF LAW OF ANY
JURISDICTION.
3.6 Construction.
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(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.
2
(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.
3
IN WITNESS WHEREOF, the undersigned have executed, or have cause to be
executed, this Waiver on the date first written above.
SYNAPSE GROUP, INC.
By: /s/ Michael Loeb
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Name: Michael Loeb
Title: President
GENERAL ATLANTIC PARTNERS 46, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its General Partner
By: /s/ William E. Ford
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Name: William E. Ford
Title: A Managing Member
GENERAL ATLANTIC PARTNERS 49, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its General Partner
By: /s/ William E. Ford
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Name: William E. Ford
Title: A Managing Member
GENERAL ATLANTIC PARTNERS 60, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its General Partner
By: /s/ William E. Ford
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Name: William E. Ford
Title: A Managing Member
4
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ William E. Ford
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Name: William E. Ford
Title: A General Partner
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ William E. Ford
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Name: William E. Ford
Title: A General Partner
/s/ Michael R. 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
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Eileen Walker, Trustee
5
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 |
| | 3/20/00 | | 1 |
| | 1/12/00 | | 1 |
| List all Filings |
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