Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 1 to Form S-1 155 776K
2: EX-3.1 Certificate of Incorporation 8 39K
3: EX-3.2 By-Laws of the Company 23 98K
4: EX-4.1 Stockholders Agreement 18 80K
5: EX-4.2 Amendment to Stockholders Agreement 4 23K
6: EX-10.1 1997 Stock Option & Incentive Plan, as Amended 10 48K
15: EX-10.10 Employment Agreement 8 44K
16: EX-10.11 Employment Agreement Dated Oct. 1, 1998 7 39K
17: EX-10.12 Employment Agreement - Jonas Svensson 7 40K
18: EX-10.13 Employment Agreement - Johan Ihrfelt 7 40K
19: EX-10.14 Lease Agreement - Man Yun Real Estate 52 126K
20: EX-10.15 Lease Agreement - May Yun Dated April 30, 1997 5 22K
21: EX-10.16 Lease Agreement Dated Dec. 23, 1998 40 78K
22: EX-10.18 Lease Agreement - Non Residential 14 66K
23: EX-10.19 Lease for Non Residential Premises 10 58K
7: EX-10.2 1999 Stock Incentive Plan 14 67K
24: EX-10.20 Lease Agreement - Tygg Hansa 13 87K
25: EX-10.21 Lease Supplement #1 - Trygg Hansa 4 17K
26: EX-10.22 Supplement No. 2 Dated Aug. 18, 1998 20 49K
27: EX-10.23 Personal Guarantee - Trygg Hansa 2 21K
28: EX-10.24 Personal Guaranty - Trygg Hansa 2 22K
29: EX-10.25 Rent Contract Covering Business Premises 27 79K
30: EX-10.26 Rental Agreement for Office Space 4 30K
31: EX-10.27 Rental Agreement for Office Space No. 910539 4 30K
32: EX-10.28 Lease Contract - Kongensgate 2 Ans 21 69K
33: EX-10.29 Subscription & Exchange Agreement - Oct. 1, 1999 72 348K
8: EX-10.3 Employee Agreement Between Razorfish and J.A.D. 15 57K
34: EX-10.30 Amendment No. 1 to Subscription 3 15K
35: EX-10.31 2nd Amendment to Subscription 3 16K
36: EX-10.32 Stock Purchase Agreement 27 107K
37: EX-10.33 Stock Purchase Agreement October 1, 1998 41 190K
38: EX-10.34 Loan Agreement Dated September 18, 1996 3 18K
39: EX-10.36 Loan Agreement September 18, 1996 11 36K
9: EX-10.4 Non-Competition Agreement (Jeffrey Dachis) 4 25K
10: EX-10.5 Employment Agreement Dated Sept. 18, 1996 15 56K
11: EX-10.6 Non-Competition Agreement (Craig Kanarick) 4 25K
12: EX-10.7 Employment Agreement Dated April 30, 1998 9 42K
13: EX-10.8 Amend. to Employment Agreement Nov. 26, 1998 2 16K
14: EX-10.9 Employment Agreement 9 47K
40: EX-22.1 Subsidiaries of the Company 1 11K
41: EX-23.1 Consent of Arthur Andersen LLP 1 12K
42: EX-23.2 Consent of M.R. Weiser 1 12K
43: EX-27.1 Financial Data Schedule 2 14K
EX-4.2 — Amendment to Stockholders Agreement
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EXHIBIT 4.2
AMENDMENT TO STOCKHOLDERS AGREEMENT
This AMENDMENT TO STOCKHOLDERS AGREEMENT (the "Amendment"), dated as of
February 3, 1999, by and among RAZORFISH, INC., a New York corporation (the
"Company"); COMMUNICADE INC., a Delaware corporation ("Communicade") and wholly-
owned subsidiary of Omnicom Group Inc., a New York corporation ("Omnicom");
SPRAY VENTURES AB, a corporation incorporated under the laws of the Kingdom of
Sweden with identification number 556506-7997 ("Spray Ventures"); Jeffrey A.
Dachis ("Dachis") and Craig M. Kanarick ("Kanarick") (Communicade, Spray, Dachis
and Kanarick are sometimes individually referred to as a "Stockholder" and
collectively as the "Stockholders"), amends the Stockholders Agreement, dated as
of October 1, 1998, by and among the Company and the Stockholders (the
"Stockholders Agreement"). Capitalized terms used and not otherwise defined
herein shall have the meaning ascribed to such terms in the Stockholders
Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to Section 2.4 of the Stockholders Agreement, Communicade
is entitled to exercise the Communicade Ten Percent Option;
WHEREAS, the Company has delivered the Company Option Notice and
Communicade has delivered the Communicade Option Notice in accordance with the
terms of the Stockholders Agreement;
WHEREAS, the Company has notified Communicade that, at the request of the
underwriters of a proposed Offering, the Company is contemplating a change in
its capitalization through a reverse stock split to be effected before the
Offering but subsequent to the closing of the purchase of the Option Shares;
WHEREAS, Section 2.4 of the Stockholders Agreement, as agreed to by the
Stockholders and the Company, did not contemplate a change in the capitalization
of the Company between the closing of the purchase of the Option Shares and the
closing of an Offering;
WHEREAS, the Stockholder and the Company wish to amend the Stockholders
Agreement in order to modify Section 2.4 of the Stockholders Agreement to
reflect the intent of the parties thereto with respect to the Communicade Ten
Percent Option.
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
agree as follows:
ARTICLE I
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AMENDMENTS
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Section 1.1 Amendment of Section 2.4.1. Section 2.4.1 of the
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Stockholders Agreement is amended by deleting the phrase "(the "Option Shares")"
where it appears in such
section and inserting in lieu thereof "(as such shares shall be appropriately
adjusted for any stock dividends, splits, reverse splits, subdivisions,
combinations or any other changes in the capitalization of the Company after the
date hereof, the "Option Shares")";
Section 1.2 Amendment of Section 2.4.2. Section 2.4.2 of the
--------------------------
Stockholders Agreement is amended by deleting the phrase "(the "Estimated IPO
Price")" where it appears in such section and inserting in lieu thereof ", such
per share price to be adjusted to reflect the capitalization of the Company used
in determining the number of Option Shares (as so adjusted, the "Estimated IPO
Price")";
Section 1.3 Amendment of Section 2.4.3. Section 2.4.3 of the
--------------------------
Stockholders Agreement is amended in the following manner:
(i) by deleting the phrase "purchase price" in the second
sentence in such section and inserting in lieu thereof "Purchase Price
(as defined below)"; and
(ii) by adding the sentence "The "Purchase Price" to be paid by
Communicade shall equal the product of (x) the number of Option Shares
multiplied by (y) 80% of the Estimated IPO Price." at the end of such
section.
Section 1.4 Amendment of Section 2.4.4. Section 2.4.4 of the
--------------------------
Stockholders Agreement shall be deleted in its entirety and replaced with the
following:
"2.4.4 Price Adjustment. Subject to Section 2.4.5, upon the
----------------
closing of the Offering, the Company shall adjust the total purchase price paid
by Communicade for the Option Shares, as follows:
(i) If the product of (x) 80% multiplied by (y) the per share
price to public set forth on the final prospectus filed by the Company
with the SEC in connection with the Offering (the "IPO Price")
multiplied by (z) the number of Option Shares, as adjusted (such product
referred to as the "Revised Purchase Price") is less than the Purchase
Price, then Communicade shall pay to the Company the difference between
the Revised Purchase Price and the Purchase Price;
(ii) If the Purchase Price is greater than the Revised Purchase
Price, then the Company shall pay Communicade the difference between the
Purchase Price and the Revised Purchase Price.
Any payments required under this Section 2.4.4 shall be made simultaneously with
the closing of the Offering."
Section 1.5 Amendment of Section 2.4.5. Section 2.4.5 of the
--------------------------
Stockholders Agreement is amended by deleting the phrase "in each instance at a
price per share equal to the Estimated IPO Price" at the end of the first
sentence in such section and inserting in lieu thereof "in each instance at a
price equal to the Purchase Price".
2
ARTICLE II
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MISCELLANEOUS
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Section 2.1 Expenses. The parties hereto shall pay all of their own
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expenses relating to the transactions contemplated by this Amendment, including,
without limitation, the fees and expenses of their respective counsel and
financial advisors.
Section 2.2 Governing Law. The interpretation and construction of this
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Amendment, and all matters relating hereto, shall be governed by the laws of the
State of New York without reference to its conflict of laws provisions.
Section 2.3 Captions. The Article and Section captions used herein are
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for reference purposes only, and shall not in any way affect the meaning or
interpretation of this Amendment.
Section 2.4 Severability. In the event any provision of this Amendment
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is found to be void and unenforceable by a court of competent jurisdiction, the
remaining provisions of this Amendment shall nevertheless be binding upon the
parties with the same effect as though the void or unenforceable part had been
severed and deleted.
Section 2.5 Further Assurances. Each of the parties shall execute and
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deliver such documents and take such other actions as reasonably requested by
any other party hereto in furtherance of the transactions contemplated hereby.
Section 2.6 Counterparts. This Amendment may be executed in two or
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more counterparts, all of which taken together shall constitute one instrument.
3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment, on the
day and year first above written.
RAZORFISH, INC.
By: /s/ Jeffrey A. Dachis
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Jeffrey A. Dachis, President
COMMUNICADE INC.
By: /s/ Jerry Neumann
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Name: Jerry Neumann
Title: Chief Financial Officer
SPRAY VENTURES AB
By: /s/ Per Bystedt
-------------------------------
Name: Per Bystedt
Title: Chief Executive Officer
/s/ Jeffrey A. Dachis
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Jeffrey A. Dachis
/s/ Craig M. Kanarick
----------------------------------
Craig M. Kanarick
4
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 3/15/99 | | | | | | | None on these Dates |
| Filed on: | | 3/12/99 |
| | 2/3/99 | | 1 |
| | 10/1/98 | | 1 |
| List all Filings |
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