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 # 1 to Form S-1 233 1.44M
2: EX-1.1 Purchase Agreement Dated October 22, 1997 42 183K
3: EX-2.1 Share Transfer Agreement Dated April 15, 1996 12 51K
4: EX-2.2 Agreement for the Purchase of Film Assets 9 45K
5: EX-2.3 Agreement and Plan of Merger 40 198K
6: EX-2.4 Stock Purchase Agreement Dated as of June 11, 1997 20 90K
7: EX-2.5 Stock Purchase Agreement Dated as of June 11, 1997 17 80K
8: EX-2.6 Stock Purchase Agreement 17 80K
9: EX-2.7 Amended and Restated Agreement 16 68K
10: EX-3.1 Corrected and Restated Certificate 21 104K
11: EX-3.2 Amended and Restated Bylaws 22 95K
12: EX-4.1 Senior Notes Indenture 167 574K
13: EX-4.2 Senior Discount Notes Indenture 169 585K
14: EX-4.3 Senior Notes Registration Rights Agreement 37 135K
15: EX-4.4 Senior Discount Notes Registration Rights 38 142K
Agreement
16: EX-4.5 Senior Notes Liquidated Damages Agreement 5 28K
17: EX-4.6 Senior Discount Notes Liquidated Damages Agreement 5 28K
18: EX-10.1 Amended & Restated Strategic Stockholders 38 149K
Agreement
25: EX-10.12 Operating Agreement 34 146K
26: EX-10.14 Amendment No. 2 to Operating Agreement 10 45K
27: EX-10.17 Stock Ownership Agreement 11 46K
28: EX-10.18 Amendment No. 1 to Stock Ownership Agreement 5 26K
19: EX-10.2 Employment Assumption Agreement 2 22K
29: EX-10.20 Form of Fox Broadcasting Co. Station Affiliate 11 55K
Agreement
30: EX-10.21 Merchandising Rights Acquisition Agreement 12 55K
31: EX-10.22 Indemnification Agreement 6 30K
32: EX-10.23 Distribution Rights Acquisition Agreement 27 95K
33: EX-10.24 Administration Agreement 2 19K
34: EX-10.25 Registration Agreement 20 74K
35: EX-10.26 Amendment No. 1 to Registration Agreement 4 25K
36: EX-10.27 Contribution and Exchange Agreement 30 144K
37: EX-10.28 Guarantee Dated as of December 22, 1995 9 35K
38: EX-10.29 First Amendment to Lease 6 33K
20: EX-10.3 Employment Assumption Agreement 2 22K
39: EX-10.30 Guaranty of Lease 7 40K
40: EX-10.33 Funding Agreement 10 48K
41: EX-10.34 Guaranty Dated as of June 11, 1997 5 34K
42: EX-10.35 Distribution Agreement Dated August 21, 1992 20 68K
43: EX-10.36 Memorandum of Agreement 10 40K
44: EX-10.38 10960 Wilshire Boulevard Office Lease 93 410K
45: EX-10.39 Production Facility Agreement 14 57K
46: EX-10.40 Letter Agreement Dated as of January 1, 1995 3 26K
47: EX-10.41 Barter Syndication Agreement 2 19K
48: EX-10.42 Letter Agreement Dated as of September 26, 1996 22 84K
49: EX-10.43 First Amendment to the Contribution and Exchange 2 18K
Agreement
50: EX-10.44 Agreement Re Registration Rights 5 23K
51: EX-10.46 Agreement Re Transfer of LLC Interests 3 23K
52: EX-10.48 Subordinated Promissory Note 36 146K
21: EX-10.5 Form of Indemnification Agreement 10 54K
53: EX-10.54 Registration Rights Agreement 18 90K
22: EX-10.6 Employment Agreement 6 38K
23: EX-10.8 Employment Agreement 31 101K
24: EX-10.9 Employment Agreement 25 89K
54: EX-12.1 Ratio of Earnings to Fixed Charges 1 19K
55: EX-21.1 Subsidiaries of the Registrant 3 21K
56: EX-23.2 Consent of Independent Auditors 1 17K
57: EX-23.3 Consent of Independent Auditors 1 15K
58: EX-24.2 Power of Attorney 1 18K
59: EX-25.1 Statement of Eligibility - Bank of New York 10 46K
60: EX-27.1 Article 5 FDS 2 19K
EX-10.26 — Amendment No. 1 to Registration Agreement
Exhibit Table of Contents
Exhibit 10.26
AMENDMENT NO. 1
TO
REGISTRATION AGREEMENT
This Amendment No. 1 to Registration Agreement (the "Amendment") is made
and entered into as of September 27, 1996, by and among Saban Entertainment,
Inc., a Delaware close corporation ("SEI"), Haim Saban ("Saban"), each of the
entities listed on Schedule "A" hereto (the "SEI Entities" and, with Saban, the
"SEI Stockholders"), Fox Broadcasting Company, a Delaware corporation ("FBC,"
and, together with the SEI Stockholders, the "Shareholders"), FCN Holding, Inc.,
a Delaware close corporation ("FCNH") and Allen & Company Incorporated, a New
York corporation ("Allen").
R E C I T A L S
- - - - - - - -
A. SEI, the Shareholders and FCNH are parties to that certain Registration
Agreement, dated as of December 22, 1995 as amended by this Amendment, (the
"Agreement"). All terms defined in the Agreement which are not defined in this
Amendment shall have the same meanings when used in this Amendment.
B. Pursuant to a letter agreement, dated as of September 26, 1996, but
effective as of April 3, 1996 (the "Allen Agreement") between FCNH and Allen,
FCNH has, concurrently with the execution and delivery of this Amendment, issued
and sold to Allen 16 16/99 shares (the "Allen Shares") of the Common Stock,
without par value, of FCNH.
C. The parties desire to amend the Agreement in order, inter alia, to
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provide for the manner in which the Allen Shares are to be treated pursuant to
the provisions of the Agreement.
A G R E E M E N T
- - - - - - - - -
NOW, THEREFORE, in consideration of the foregoing facts, and the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
EXHIBIT B
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1. Definitions. All references in the Agreement to a "Shareholder" or the
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"Shareholders" shall include Allen; and all references in the Agreement to
"Registerable Stock" shall include the Allen Shares, and any Securities issued
or issuable with respect to the Allen Shares.
2. Required Registrations. Paragraph 2(b) of the Agreement is amended by
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removing the brackets which surround the number 15 in the eighth line of the
Paragraph.
3. Paragraphs 2(e) and 4(b). Each of Paragraphs 2(e) and 4(b) of the
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Agreement are amended by inserting on the fifth line thereof, immediately
following the phrase "...(including the Registrable Stock) may...", the
following:
", subsequent to the second anniversary of this Agreement,"
4. Agreement of Allen. The Agreement is amended by adding thereto the
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following Paragraph 16:
"16. Agreement of Allen. By executing Amendment No. 1 to the
------------------
Agreement, Allen agrees to be bound by all of the provisions of the
Agreement, including, without limitation, any provision included
therein applicable to the Allen Shares, or Allen as a "Shareholder" or
"party" to the Agreement.
5. Effective Date of Amendment. While this Amendment has been executed
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as of its date, it shall be deemed to be effective as of April 3, 1996.
6. Effect of Amendment. Except as expressly modified herein, all terms
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of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
SABAN ENTERTAINMENT, INC.
By: /s/ Haim Saban
--------------------
Haim Saban
Its: Chief Executive Officer
QUARTZ ENTERPRISES, L.P.
By: /s/ Stan Golden
--------------------
Its:
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2
MERLOT INVESTMENTS
By: /s/ Bill Josey
--------------------
Its:
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SILVERLIGHT ENTERPRISES, L.P.
By: /s/ Mel Woods
--------------------
Its:
--------------------
CELIA ENTERPRISES, L.P.
By: /s/ Matthew Krane
--------------------
Its:
--------------------
FOX BROADCASTING COMPANY
By: /s/ Larry Jacobson
--------------------
Its: EVP
--------------------
FCN HOLDING, INC.
By: /s/ Larry Jacobson
--------------------
Its: EVP
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ALLEN & COMPANY INCORPORATED
By: /s/ Stanley S. Shuman
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Its: EVP
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The undersigned hereby consents and agrees to the foregoing Amendment, as of the
date first above written.
/s/ Haim Saban
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HAIM SABAN
3
SCHEDULE "A"
SEI STOCKHOLDERS
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Haim Saban
Quartz Enterprises, L.P.
Merlot Investments
Silverlight Enterprises, L.P.
Celia Enterprises, L.P.
4
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 1/26/98 |
| | 9/27/96 | | 1 | | | | | S-1 |
| | 9/26/96 | | 1 |
| | 4/3/96 | | 1 | | 2 |
| | 12/22/95 | | 1 |
| List all Filings |
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