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Registration Rights Agreement
Registration Rights Agreement (74K)
Doc #167779: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement, dated as of June 9, 2003 (this
"Agreement"), is by and among MAVERICK TUBE CORPORATION, a Delaware corporation
(the "Company"), and J.P. MORGAN SECURITIES INC., JEFFERIES & CO., INC., and
RAYMOND JAMES & ASSOCIATES, INC. (collectively, the "Initial Purchasers").
This Agreement is entered into in connection with the Purchase
Agreement, dated as of June 3, 2003 (the "Purchase Agreement"), by and among the
Company and the Initial Purchasers, which provides for the sale by the Company
to the Initial Purchasers of $100,000,000 aggregate principal amount of the
Company's 4.00% Convertible Senior Subordinated Notes Due 2033 (the "Firm
Notes"), plus up to an additional $20,000,000 aggregate principal amount of the
same which the Initial Purchasers may subsequently elect to purchase pursuant to
the terms of the Purchase Agreement (the "Additional Notes" and together with
the Firm Notes, the "Convertible Notes"). The Convertible Notes are being issued
pursuant to an Indenture dated as of June 9, 2003 between the Company and The
Bank of New York, as trustee (the "Indenture"). The Convertible Notes are
convertible into shares of common stock, par value $0.01 per share of the
Company ("Common Stock"), at the initial conversion rate set forth in the
Offering Memorandum dated June 3, 2003, which was used in connection with the
offering of the Convertible Notes (the "Offering Memorandum"), subject to
adjustment in accordance with provisions of the Indenture.
In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement for the benefit of the Initial Purchasers and any subsequent
Holder or Holders of the Convertible Notes or Underlying Shares as provided
herein. The execution and delivery of this Agreement is a condition to the
obligations of the several Initial Purchasers to purchase the Firm Notes under
the Purchase Agreement.
The parties hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall
have the following respective meanings:
"Additional Notes" shall have the meaning set forth in the second
introductory paragraph hereto.
"Agreement" shall have the meaning set forth in the first introductory
paragraph hereto.
"Applicable Conversion Price" shall mean, as of any time of
determination, the amount determined by dividing (i) $1,000 by (ii) the
Conversion Rate in effect at that time or, if no Convertible Notes are then
outstanding, the Conversion Rate that would be in effect under the Indenture at
that time if Convertible Notes were then outstanding.
"Business Day" shall mean any day that is not a Saturday, Sunday or a
day on which commercial banks in New York are authorized or required by law to
remain closed.
"Closing Date" shall mean June 9, 2003.
"Common Stock" shall have the meaning set forth in the second
introductory paragraph hereto.
"Company" shall have the meaning set forth in the first introductory
paragraph hereto.
"Controlling Person" shall have the meaning set forth in Section 6
hereof.
"Conversion Rate" shall have the meaning set forth in the Indenture.
"Convertible Notes" shall have the meaning set forth in the second
introductory paragraph hereto.
"Damages Payment Date" shall have the meaning set forth in Section 3(c)
hereof.
"Deferral Period" shall have the meaning set forth in Section 3(b)
hereof.
"Effectiveness Date" shall mean the 180th day after the Closing Date.
"Effectiveness Period" shall have the meaning set forth in Section 2(a)
hereof.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.
"Firm Notes" shall have the meaning set forth in the second
introductory paragraph hereto.
"Holder" shall mean an Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become owners of Registrable Securities (in each case,
for so long as such successor, assign or direct or indirect transferee owns
Registrable Securities).
"Indemnified Holder" shall have the meaning set forth in Section 6
hereof.
"Indemnified Person" shall have the meaning set forth in Section 6
hereof.
"Indemnifying Person" shall have the meaning set forth in Section 6
hereof.
"Indenture" shall have the meaning set forth in the second introductory
paragraph hereto.
"Initial Filing Deadline" shall mean the 90th day after the Closing
Date.
"Initial Purchasers" shall have the meaning set forth in the first
introductory paragraph hereto.
167779
|
 BNY
As referenced in this Registration Rights Agreement:
Bank of New York, – pursuant to an Indenture dated as of June 9, 2003 between the Company and The
Bank of New York, as trustee (the "Indenture"). The Convertible Notes are
convertible into shares of common stock,
dt 42178
;
J.P. Morgan
As referenced in this Registration Rights Agreement:
J.P. MORGAN SECURITIES – Rights Agreement, dated as of June 9, 2003 (this
"Agreement"), is by and among MAVERICK TUBE CORPORATION, a Delaware corporation
(the "Company"), and J.P. MORGAN SECURITIES INC., JEFFERIES & CO., INC., and
RAYMOND JAMES & ASSOCIATES, INC. (collectively, the "Initial Purchasers").
This Agreement is entered into in connection with the Purchase
_____________
J.P. Morgan Securities – in the stock ledger of the Company, in the case
of Holders of Underlying Shares.
(2) if to any of the Initial Purchasers:
J.P. Morgan Securities Inc. As Representative of the Initial
Purchasers c/o J.P. Morgan Securities Inc. 277 Park Avenue,
9th Floor New York, New York
_____________
J.P. Morgan Securities – Underlying Shares.
(2) if to any of the Initial Purchasers:
J.P. Morgan Securities Inc. As Representative of the Initial
Purchasers c/o J.P. Morgan Securities Inc. 277 Park Avenue,
9th Floor New York, New York 10017 Facsimile No.: (212)
622-2071 Attention: Syndicate Department
with copies to:
Baker
_____________
J.P. MORGAN SECURITIES – TUBE CORPORATION
By: /s/ Gregg M. Eisenberg
-----------------------------------
Gregg M. Eisenberg
Chief Executive Officer
Confirmed and accepted as of the date first above written:
J.P. MORGAN SECURITIES INC.
For itself and on behalf of the several
Initial Purchasers
By: /s/ Paul O'Hern
-----------------------------------
Name: Paul O'Hern
---------------------------------
Title: V.P.
--------------------------------
{/
_____________
dt 98089
;
|
Raymond James
As referenced in this Registration Rights Agreement:
RAYMOND JAMES & ASSOCIATES, – Agreement"), is by and among MAVERICK TUBE CORPORATION, a Delaware corporation
(the "Company"), and J.P. MORGAN SECURITIES INC., JEFFERIES & CO., INC., and
RAYMOND JAMES & ASSOCIATES, INC. (collectively, the "Initial Purchasers").
This Agreement is entered into in connection with the Purchase
Agreement, dated as of June 3, 2003 (
_____________
dt 158060
;
 Baker Botts
As referenced in this Registration Rights Agreement:
Baker Botts – of the
Registrable Securities to be included in such Registration Statement, which
counsel shall be Baker Botts L.L.P., until another firm shall be designated
pursuant to this Section 5(b).
Baker Botts – York, New York 10017 Facsimile No.: (212)
622-2071 Attention: Syndicate Department
with copies to:
Baker Botts L.L.P. One Shell Plaza 910 Louisiana Street
Houston, Texas 77002-4995 Facsimile No.: (
dt 29415
;
Jefferies & Co., Inc.
|
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By-Laws [Amended and Restated]
By-Laws [Amended and Restated] (99K)
Doc #195470: Click preview link for longer preview.
ELCOR CORPORATION
BY-LAWS
AMENDED AND RESTATED
EFFECTIVE DATE: 11/29/88
{PAGE}
BY-LAWS
OF
ELCOR CORPORATION
INDEX
ARTICLE I. Business of the Corporation.
Section 1.01 Name.
Section 1.02 Scope of Business.
Section 1.03 Principal Office.
Section 1.04 Other Offices.
Section 1.05 Management and Control.
Section 1.06 Registered Offices.
Section 1.07 Registered Agent.
ARTICLE II. Meetings of Stockholders.
Section 2.01 Annual Meeting.
Section 2.02 Special Meetings.
Section 2.03 Notices.
Section 2.04 Quorum.
Section 2.05 Order of Business.
Section 2.06 Organization.
Section 2.07 Voting.
Section 2.08 Inspectors.
Section 2.09 Voting by Certain Holders.
Section 2.10 List of Stockholders.
Section 2.11 Consents.
Section 2.12 New Business.
ARTICLE III. The Board of Directors.
Section 3.01 General and Number of Directors.
Section 3.02 Powers.
Section 3.03 Classification of the Board of Directors.
Section 3.04 Nomination of Directors.
Section 3.05 Removal.
Section 3.06 Newly Created Directorships and Vacancies.
ARTICLE IV. Meetings of Directors.
Section 4.01 Regular Meetings.
Section 4.02 Special Meetings.
Section 4.03 Quorum.
Section 4.04 Place.
Section 4.05 Manner of Acting.
Section 4.06 Record of Vote.
Section 4.07 Compensation.
Section 4.08 Presumption of Assent.
Section 4.09 Organization.
Section 4.10 Records.
{PAGE}
ARTICLE V. Notices.
Section 5.01 Form and Delivery.
Section 5.02 Waiver.
Section 5.03 Special Meetings.
Section 5.04 Adjourned Meeting.
Section 5.05 Publications.
ARTICLE VI. Proxies.
Section 6.01 Voting.
Section 6.02 Form.
Section 6.03 Submission to Secretary.
ARTICLE VII. Certificates for Shares and Transfers.
Section 7.01 Certificates for Shares.
Section 7.02 Transfer of Shares.
Section 7.03 Registered Stockholders.
Section 7.04 Transfer Agent and Registrar.
Section 7.05 Facsimile Signatures and Seals.
Section 7.06 Regulations.
Section 7.07 Closing of Transfer Books or Fixing of Record Date.
ARTICLE VIII. Voting Stocks Held by Corporation.
Section 8.01 Representation at Meetings.
Section 8.02 Determinations.
ARTICLE IX. Additional Powers and Duties of Directors.
Section 9.01 Manner of Acting.
Section 9.02 Certain Powers.
Section 9.03 Reports to Stockholders.
Section 9.04 Subsidiary Corporation.
Section 9.05 Government Contracts.
Section 9.06 Employee Plans.
Section 9.07 Making Contracts.
Section 9.08 Signature of Orders for Payment of Money.
ARTICLE X. Officers.
Section 10.01 General Officers.
Section 10.02 Other Officers.
Section 10.03 Authority and Duties.
Section 10.04 Election of Officers.
Section 10.05 Term of Office.
Section 10.06 Delegation.
Section 10.07 Unfilled Offices.
Section 10.08 Holding More Than One Office.
Section 10.09 Compensation.
{PAGE}
Section 10.10 Removal.
Section 10.11 Vacancies.
ARTICLE XI. Other Personnel.
Section 11.01 Number and Duties.
Section 11.02 Contracts of Employment.
Section 11.03 Removal.
ARTICLE XII. Corporate Seal.
Section 12.01 Design.
Section 12.02 Custody.
Section 12.03 Use.
ARTICLE XIII. Annual Statements and Records.
Section 13.01 Fiscal Year.
Section 13.02 Annual Report.
Section 13.03 Inspection of Books.
ARTICLE XIV. Dividends.
Section 14.01 Declaration of Dividends.
Section 14.02 Form of Dividends.
Section 14.03 Reserves.
Section 14.04 Dividend Disbursing Agent.
ARTICLE XV. Resignations.
Section 15.01 Power to Resign.
Section 15.02 Form of Resignation.
ARTICLE XVI. Amendments to By-Laws.
Section 16.01 Power to Amend.
Section 16.02 Notice to Stockholders.
ARTICLE XVII. Outside Interests of Directors and Officers.
Section 17.01 No Disqualification From Other Interests.
Section 17.02 Affiliated Transactions.
Section 17.03 Accountability for Affiliated Transactions.
ARTICLE XVIII. Indemnification.
Section 18.01 Indemnification.
Section 18.02 Limitations upon the Right to Indemnification.
Section 18.03 Types of Action.
Section 18.04 Other Rights.
Section 18.05 Reliance upon Corporate Records.
{PAGE}
ARTICLE XIX. Investment by Officers and Employees.
Section 19.01 Outside Investments.
Section 19.02 Accountability.
ARTICLE XX. Issuance of Stock.
Section 20.01 Consideration.
Section 20.02 Time of Issuance.
Section 20.03 Fractional Shares.
Section 20.04 Time for Payment of Subscription.
ARTICLE XXI. Ratification.
Section 21.01 Ratification by Stockholders.
ARTICLE XXII. Committees of the Board.
Section 22.01 Designation.
Section 22.02 Tenure and Report.
{PAGE}
BY-LAWS
OF
ELCOR CORPORATION
ARTICLE I. Business of the Corporation.
Section 1.01 Name. The name of the Corporation shall be:
ELCOR CORPORATION
Section 1.02 Scope of Business. The Corporation shall, in furtherance
of the purposes and objects thereof, engage in any and all businesses authorized
by the Articles of Incorporation within the limits prescribed in Schedule One
hereto.
Section 1.03 Principal Office. The principal office of the Corporation
shall be at 100 West Tenth Street in the City of Wilmington, County of New
Castle, State of Delaware.
Section 1.04 Other Offices. The Board of Directors may designate places
in addition to the principal office in any state, territory, district and
possession of the United States, and in other countries and the states,
territories, possessions and colonies thereof, at which other offices of the
Corporation shall be maintained and the business of the Corporation shall be
conducted.
Section 1.05 Management and Control. The business and property of the
Corporation shall be managed and controlled by the Board of Directors, and the
Board of Directors and the appropriate officers of the Corporation shall have
full power and authority to do and perform every act requisite to lawfully
carrying on the business of the Corporation.
Section 1.06 Registered Offices. Registered offices may be established
and changed from time to time by the Board of Directors.
Section 1.07 Registered Agent. Registered agents, officers, and
attorneys-in-fact for the purpose of service of process, and for such other
purposes as may be required by law, shall be appointed and changed from time to
time by the Board of Directors.
ARTICLE II. Meetings of Stockholders.
Section 2.01 Annual Meeting. A meeting of the stockholders of the
Corporation shall be held annually at such a place from time to time designated
by the Board of Directors,
195470
| | |
| Subscribers | 2004 |
Notification of Late Filing
Notification of Late Filing (4K)
Doc #350526: This document is immediately available for purchase, but does not have a preview available for viewing.
350526
| | |
| Subscribers | 2004 |
Notification of Late Filing
Notification of Late Filing (4K)
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350530
| | |
| Preview
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Bylaws
Bylaws (38K)
Doc #350534: Click preview link for longer preview.
BY-LAWS
OF
URECOATS INDUSTRIES INC.
(a Delaware Corporation)
_________________________________________________
(As Amended by the Board of Directors on July 31, 2003)
ARTICLE I
Meetings of Stockholders
SECTION 1. Annual Meeting. The annual meeting of the stockholders of Urecoats Industries Inc. (hereinafter, the "Corporation") for the election of directors and for the transaction of such other proper business shall be held on such date and at such time as may be fixed by the Board of Directors or if no date and time are so fixed on the fourth Tuesday in May of each year, at the office of the Corporation . . .
350534
|
Urecoats
As referenced in this Bylaws:
URECOATS INDUSTRIES INC –
Amended Bylaws
EX-3.(II) 3 ex-3.htm AMENDED BYLAWS
Exhibit 3(ii)
BY-LAWS
OF
URECOATS INDUSTRIES INC .
(a Delaware Corporation)
_________________________________________________
(As Amended by the Board of Directors on July 31, 2003)
ARTICLE I
Meetings of Stockholders
SECTION 1. Annual Meeting. The annual meeting of the
_____________
Urecoats Industries Inc – Delaware Corporation)
_________________________________________________
(As Amended by the Board of Directors on July 31, 2003)
ARTICLE I
Meetings of Stockholders
SECTION 1. Annual Meeting. The annual meeting of the stockholders of Urecoats Industries Inc . (hereinafter, the "Corporation") for the election of directors and for the transaction of such other proper business shall be held on such date and at such time as may
_____________
dt 1547452
| |
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Bylaws
Bylaws (37K)
Doc #350542: Click preview link for longer preview.
BY-LAWS
OF
URECOATS INDUSTRIES INC.
(a Delaware Corporation)
ARTICLE I
Meetings of Stockholders
SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders of Urecoats Industries Inc. (hereinafter, the "Corporation") for the election of directors and for the transaction of such other proper business shall be held on such date and at such time as may be fixed by the Board of Directors or if no date and time are so fixed on the fourth Tuesday in May of each year, at the office of the Corporation or at such other place, and at such hour as shall be designated by the Board . . .
350542
|
Urecoats
As referenced in this Bylaws:
URECOATS INDUSTRIES INC –
Unassociated Document
EX-3.7 4 ex3-7.htm EXHIBIT 3.7
EXHIBIT 3.7
BY-LAWS
OF
URECOATS INDUSTRIES INC .
(a Delaware Corporation)
ARTICLE I
Meetings of Stockholders
SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders of Urecoats Industries Inc. (hereinafter, the "Corporation") for the election of
_____________
Urecoats Industries Inc – 3.7
EXHIBIT 3.7
BY-LAWS
OF
URECOATS INDUSTRIES INC.
(a Delaware Corporation)
ARTICLE I
Meetings of Stockholders
SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders of Urecoats Industries Inc . (hereinafter, the "Corporation") for the election of directors and for the transaction of such other proper business shall be held on such date and at such time as may
_____________
dt 1547453
| |
| Subscribers | 2002 |
Notification of Late Filing
Notification of Late Filing (4K)
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350548
| | |
| Preview
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Bylaws
Bylaws (40K)
Doc #350581: Click preview link for longer preview.
BY-LAWS
OF
URECOATS INDUSTRIES INC.
(a Delaware Corporation)
--------------------------------------------
ARTICLE I
Meetings of Stockholders
------------------------
SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders of
Urecoats Industries Inc. (hereinafter, the "Corporation") for the election of
directors and . . .
350581
|
Urecoats
As referenced in this Bylaws:
URECOATS INDUSTRIES INC – {DOCUMENT}
{TYPE}EX-3
{SEQUENCE}3
{FILENAME}bylawsamended.txt
{DESCRIPTION}CYLAWS CURRENTLY IN EFFECT
{TEXT}
EXHIBIT 3(ii)
-------------
BY-LAWS
OF
URECOATS INDUSTRIES INC .
(a Delaware Corporation)
--------------------------------------------
ARTICLE I
Meetings of Stockholders
------------------------
SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders of
Urecoats Industries Inc. (hereinafter, the "Corporation") for the election of
_____________
Urecoats Industries Inc – EFFECT
{TEXT}
EXHIBIT 3(ii)
-------------
BY-LAWS
OF
URECOATS INDUSTRIES INC.
(a Delaware Corporation)
--------------------------------------------
ARTICLE I
Meetings of Stockholders
------------------------
SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders of
Urecoats Industries Inc . (hereinafter, the "Corporation") for the election of
directors and for the transaction of such other proper business shall be held on
such date and at such time as may
_____________
dt 1547476
| |
| Subscribers | 2004 |
Notification of Late Filing
Notification of Late Filing (8K)
Doc #370926: This document is immediately available for purchase, but does not have a preview available for viewing.
370926
| | |
| Subscribers | 2004 |
Subsidiaries of the Registrant
Subsidiaries of the Registrant (1K)
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370939
| | |
| Subscribers | 2003 |
Subsidiaries of the Registrant
Subsidiaries of the Registrant (1K)
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370953
| | |
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Bylaws
Bylaws (46K)
Doc #370957: Click preview link for longer preview.
BY-LAWS
OF
UNIFAB INTERNATIONAL, INC.
MARKED TO SHOW AMENDMENTS ADOPTED ON DECEMBER 23, 2002
OFFICES
Principal Office. THE PRINCIPAL OFFICE OF THE CORPORATION SHALL BE
LOCATED AT 5007 PORT ROAD, NEW IBERIA, LOUISIANA 70562.
Additional Offices. THE CORPORATION MAY HAVE SUCH OFFICES AT SUCH OTHER
PLACES AS THE BOARD OF DIRECTORS MAY FROM TIME TO TIME DETERMINE OR THE BUSINESS
OF THE CORPORATION MAY REQUIRE. . . .
370957
|
UNIFAB Int'l
As referenced in this Bylaws:
UNIFAB INTERNATIONAL, INC – {DOCUMENT}
{TYPE}EX-3.2
{SEQUENCE}4
{FILENAME}d03187exv3w2.txt
{DESCRIPTION}BYLAWS OF THE COMPANY
{TEXT}
{PAGE}
EXHIBIT 3.2
BY-LAWS
OF
UNIFAB INTERNATIONAL, INC .
MARKED TO SHOW AMENDMENTS ADOPTED ON DECEMBER 23, 2002
OFFICES
Principal Office. THE PRINCIPAL OFFICE OF THE CORPORATION SHALL BE
LOCATED AT 5007 PORT ROAD, NEW IBERIA, LOUISIANA 70562.
_____________
dt 1549741
| |
| Subscribers | 2002 |
Notification of Late Filing
Notification of Late Filing (6K)
Doc #370962: This document is immediately available for purchase, but does not have a preview available for viewing.
370962
| | |
| Subscribers | 2002 |
Notification of Late Filing
Notification of Late Filing (8K)
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370976
| | |
| Subscribers | 2002 |
Subsidiaries of the Registrant
Subsidiaries of the Registrant (1K)
Doc #370979: This document is immediately available for purchase, but does not have a preview available for viewing.
370979
| | |
| Subscribers | 2002 |
Notification of Late Filing
Notification of Late Filing (8K)
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370980
| | |
| Subscribers | 2001 |
Subsidiaries of the Registrant
Subsidiaries of the Registrant (1K)
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370988
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Registration Rights Agreement
Registration Rights Agreement (68K)
Doc #370999: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
September 18, 2000, by and among UNIFAB INTERNATIONAL, INC., a Louisiana
corporation (the "Company") and the persons listed on SCHEDULE A hereto
(collectively, the "Purchasers").
R E C I T A L S:
WHEREAS, the Purchasers have executed and delivered to the Company
that certain Stock Purchase Agreement (the "Purchase Agreement") pursuant
to which they will purchase in a private placement (the "Offering") shares
of the $.01 par value per share common stock (the "Common Stock") of the
Company (the "Stock Purchase");
WHEREAS, pursuant to the Purchase Agreement, the Company will issue
and sell to the Purchasers shares of Common Stock;
WHEREAS, as an inducement to and condition of the Purchasers
consummating the Stock Purchase, the Company desires to provide the
Purchasers with the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of offers and resales of Common Stock
purchased by the Purchasers in the Offering (the "Primary Shares");
WHEREAS, the Company has entered into an engagement letter agreement
(the "Placement Agreement") with Morgan Keegan & Company, Inc. (the
"Placement Agent") dated June 15, 2000 pursuant to which the Company,
upon closing of the transaction pursuant to the Purchase Agreement, has
agreed to issue to the Placement Agent warrants (the "Placement Warrants")
to purchase 60,000 shares of Common Stock (the "Placement Warrant Shares");
and
WHEREAS, pursuant to the Placement Agreement the Company has agreed to
register under the Securities Act the Placement Warrant Shares to the same
extent as the Primary Shares.
NOW, THEREFORE, in consideration of the recitals made above and the
mutual covenants and agreements stated herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the following meanings:
"BEST EFFORTS" means the taking of all commercially reasonable steps
to cause or prevent any event or condition which would have been taken in
similar circumstances by a reasonably prudent business person engaged in a
similar business for the advancement or protection of his own economic
interest in light of the consequences of failure to cause or prevent the
occurrence of such event or condition.
"CLOSING" means the closing of the Stock Purchase pursuant to the
Purchase Agreement.
"COMMISSION" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
{PAGE}
"COMMON STOCK" has the meaning set forth in the recitals above.
"COMPANY" has the meaning set forth in the preface above.
"FORM S-3" means a registration statement on Form S-3 adopted by the
Commission under the Securities Act or any substantially similar form from
time to time in effect.
"HOLDER" means any holder of outstanding Registrable Securities which
have not been sold to the public, but only if such holder is a Purchaser.
"PENALTY WARRANT" has the meaning set forth in SECTION 9.11 below.
"PENALTY WARRANT SHARES" means shares of Common Stock issuable upon
exercise of the Penalty Warrant.
"PRIMARY SHARES" has the meaning set forth in the recitals above.
"PURCHASE AGREEMENT" has the meaning set forth in recitals above.
"PURCHASERS" has the meaning set forth in the preface above.
"REGISTER," "REGISTERED" and "REGISTRATION" refer to a registration of
the offer and sale of securities pursuant to the Securities Act effected by
preparing and filing a Registration Statement (defined below) in compliance
with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
"REGISTRABLE SECURITIES" means (i) the Primary Shares issued to the
Purchasers pursuant to the Purchase Agreement; (ii) the Penalty Warrant
Shares; (iii) the Placement Warrant Shares; and (iii) shares of Common
Stock or shares or units of other securities issued pursuant to any stock
split, stock dividend, reorganization, recapitalization, reclassification,
or other distribution or change in respect of the shares of the Common
Stock.
"REGISTRATION EXPENSES" means all expenses excluding Selling Expenses
incurred by the Company in effecting any Registration pursuant to this
Agreement and in complying with SECTION 2 and SECTION 3 of this Agreement,
including, without limitation, all registration, qualification and filing
fees, printing expenses, escrow fees, fees and disbursements of counsel for
the Company and of a single special counsel for the Holders (if different
from the Company's counsel), blue sky fees and expenses, and the expense of
any special audits incident to or required by any such Registration (but
excluding the compensation of regular employees of the Company which shall
be paid in any event by the Company).
"REGISTRATION STATEMENT" means a registration statement on a form
prescribed by the Commission for use in registering the offer and resale of
securities under the Securities Act.
{PAGE}
"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time-to-time.
"SELLING EXPENSES" means all underwriting discounts, selling
commissions and stock transfer taxes applicable to the sale of Registrable
Securities pursuant to a Registration Statement prepared pursuant to this
Agreement.
"STOCK PURCHASE" has the meaning set forth in the recitals above.
2. COVENANT TO EFFECT REGISTRATION.
(a) FILING OF SHELF REGISTRATION STATEMENT. Subject to exceptions
and limitations described herein, the Company shall as soon as practicable
cause a Registration Statement to be filed with the Commission on Form S-3,
if available, or, if Form S-3 is not available for the Registration of the
Registrable Securities, on such form as may be prescribed by the
Commission, providing for the resale of the Primary Shares and the
Placement Warrant Shares, and, if the Penalty Warrant is issued, the
Penalty Warrant Shares. Such Registration Statement shall contain all
appropriate undertakings necessary to comply with Rule 415 under the
Securities Act pertaining to "shelf registration" or delayed offerings of
securities. The Company shall use its Best Efforts to cause the Commission
to declare such Registration Statement effective and to maintain the
effectiveness of such Registration Statement pursuant to SECTION 5 below.
In the event the Commission will not permit such Registration Statement to
become effective because of the inclusion therein of Placement Warrant
Shares and/or Penalty Warrant Shares that shall not have been issued at the
time effectiveness of the Registration Statement shall have been requested,
then the Company shall file an amendment to such Registration Statement
covering the resale of only the Primary Shares and shall use its Best
Efforts to cause the Commission to declare such amended Registration
Statement effective and to maintain the effectiveness thereof pursuant to
SECTION 5 below.
(b) REGISTRATION OF OTHER SECURITIES IN REGISTRATION. Any
Registration Statement filed pursuant to SECTION 2(A) may include
securities of the Company other than Registrable Securities. The
securities of the Company to be registered may include shares held by the
Holders, shares held by other shareholders, or shares to be issued by the
Company.
(c) BLUE SKY IN REGISTRATION. In the event of any Registration
pursuant to this SECTION 2, the Company shall use its Best Efforts to
register and/or qualify the securities covered by the Registration
370999
|
UNIFAB Int'l
As referenced in this Registration Rights Agreement:
UNIFAB INTERNATIONAL, INC – DOCUMENT}
{TYPE}EX-10.2
{SEQUENCE}4
{FILENAME}0004.txt
{TEXT}
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
September 18, 2000, by and among UNIFAB INTERNATIONAL, INC ., a Louisiana
corporation (the "Company") and the persons listed on SCHEDULE A hereto
(collectively, the "Purchasers").
R E C I T A L S:
WHEREAS, the Purchasers have executed
_____________
UNIFAB International, Inc – or certified mail, return receipt requested, postage prepaid, by
telecopier or by national overnight delivery service, and addressed to the
intended recipient as set forth below
IF TO THE COMPANY:
UNIFAB International, Inc .
5007 Port Road
New Iberia, Lousiana 70562
Attention: Chief Executive Officer
Facsimile: (337) 367-8291
IF TO PURCHASER:
To the Purchasers listed on Schedule A,
at the addresses listed
_____________
UNIFAB INTERNATIONAL, INC – end of the thirty (30) day
period described above.
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
UNIFAB INTERNATIONAL, INC .
By: /s/ Dailey J. Berard
-------------------------------
Title: Chief Executive Officer
----------------------------
PURCHASER:
____________________________________
[Name of Purchaser]
By:
-------------------------------
Title:
----------------------------
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
_____________
UNIFAB INTERNATIONAL, INC – Executive Officer
----------------------------
PURCHASER:
____________________________________
[Name of Purchaser]
By:
-------------------------------
Title:
----------------------------
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
UNIFAB INTERNATIONAL, INC .
By:
-------------------------------
Title:
----------------------------
PURCHASER:
/s/ Theodore W. Price
----------------------------------
[Name of Purchaser]
By: Theodore W. Price
-------------------------------
Title: Managing Director -
----------------------------
Chief Investment Officer
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed
_____________
UNIFAB INTERNATIONAL, INC – Theodore W. Price
-------------------------------
Title: Managing Director -
----------------------------
Chief Investment Officer
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
UNIFAB INTERNATIONAL, INC .
By:
-------------------------------
Title:
----------------------------
PURCHASER:
Columbus Capital Partners, L.P.
----------------------------------
[Name of Purchaser]
Columbus Capital Management, LLC
General Partner
By: /s/ Matthew D. Ockner
-------------------------------
Title: Managing Member
----------------------------
{PAGE}
IN WITNESS WHEREOF,
_____________
dt 1549751
| |
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Subscribers | 2000 |
Registration Rights Agreement
Registration Rights Agreement (42K)
Doc #371000: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
September 26, 2000, by and among UNIFAB INTERNATIONAL, INC., a Louisiana
corporation (the "Company"), the persons listed on SCHEDULE A hereto
(collectively, the "Purchasers"), and Morgan Keegan & Company, Inc. (the
"Placement Agent").
R E C I T A L S:
WHEREAS, the Purchasers have executed and delivered to the Company
that certain Stock Purchase Agreement (the "Purchase Agreement") pursuant
to which they will purchase in a private placement (the "Offering") shares
of the $.01 par value per share common stock (the "Common Stock") of the
Company (the "Stock Purchase");
WHEREAS, pursuant to the Purchase Agreement, the Company will issue
and sell to the Purchasers shares of Common Stock;
WHEREAS, as an inducement to and condition of the Purchasers
consummating the Stock Purchase, the Company desires to provide the
Purchasers with the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of offers and resales of Common Stock
purchased by the Purchasers in the Offering (the "Primary Shares");
WHEREAS, the Company has entered into an engagement letter agreement
(the "Placement Agreement") with the Placement Agent dated June 15, 2000
pursuant to which the Company has agreed to issue to the Placement Agent
warrants (the "Placement Warrants") to purchase an aggregate of 60,000
shares of Common Stock (the "Placement Warrant Shares"); and
WHEREAS, pursuant to the Placement Agreement the Company has agreed to
register under the Securities Act the Placement Warrant Shares to the same
extent as the Primary Shares.
NOW, THEREFORE, in consideration of the recitals made above and the
mutual covenants and agreements stated herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the following meanings:
"BEST EFFORTS" means the taking of all commercially reasonable steps
to cause or prevent any event or condition which would have been taken in
similar circumstances by a reasonably prudent business person engaged in a
similar business for the advancement or protection of his own economic
interest in light of the consequences of failure to cause or prevent the
occurrence of such event or condition.
"CLOSING" means the settlement of the Stock Purchase pursuant to the
Purchase Agreement.
{PAGE}
"COMMISSION" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
"COMMON STOCK" has the meaning set forth in the recitals above.
"COMPANY" has the meaning set forth in the preface above.
"FORM S-3" means a registration statement on Form S-3 adopted by the
Commission under the Securities Act or any substantially similar form from
time to time in effect.
"HOLDER" means any holder of outstanding Registrable Securities which
have not been sold to the public, but only if such holder is a Purchaser or
the Placement Agent.
"PRIMARY SHARES" has the meaning set forth in the recitals above.
"PURCHASE AGREEMENT" has the meaning set forth in recitals above.
"PURCHASERS" has the meaning set forth in the preface above.
"REGISTER," "REGISTERED" and "REGISTRATION" refer to a registration of
the offer and sale of securities pursuant to the Securities Act effected by
preparing and filing a Registration Statement in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of
such registration statement.
"REGISTRABLE SECURITIES" means (i) the Primary Shares issued to the
Purchasers pursuant to the Purchase Agreement; (ii) the Placement Warrant
Shares; and (iii) shares of Common Stock or shares or units of other
securities issued pursuant to any stock split, stock dividend,
reorganization, recapitalization, reclassification, or other distribution
or change in respect of the shares of the Common Stock.
"REGISTRATION EXPENSES" means all expenses excluding Selling Expenses
incurred by the Company in effecting any Registration pursuant to this
Agreement and in complying with SECTION 2 and SECTION 3 of this Agreement,
including, without limitation, all registration, qualification and filing
fees, printing expenses, escrow fees, fees and disbursements of counsel for
the Company and of a single special counsel for the Holders (if different
from the Company's counsel), blue sky fees and expenses, and the expense of
any special audits incident to or required by any such Registration (but
excluding the compensation of regular employees of the Company which shall
be paid in any event by the Company).
"REGISTRATION STATEMENT" means a registration statement on a form
prescribed by the Commission for use in registering the offer and resale of
securities under the Securities Act.
"SECURITIES ACT" has the meaning set forth in the recitals above.
"SELLING EXPENSES" means all underwriting discounts, selling
commissions and stock transfer taxes applicable to the sale of Registrable
Securities pursuant to a Registration Statement prepared pursuant to this
Agreement.
-2-
{PAGE}
"STOCK PURCHASE" has the meaning set forth in the recitals above.
2. COVENANT TO EFFECT REGISTRATION.
(a) FILING OF SHELF REGISTRATION STATEMENT. Subject to exceptions
and limitations described herein, the Company shall use its Best Efforts to
cause a Registration Statement to be filed with the Commission on Form S-3,
if available, or, if Form S-3 is not available for the Registration of the
Registrable Securities, on such form as may be prescribed by the
Commission, within thirty (30) days after the issuance of the Primary
Shares (but in any event as soon as practicable) providing for the resale
of the Primary Shares and the Placement Warrant Shares. Such Registration
Statement shall contain all appropriate undertakings necessary to comply
with Rule 415 under the Securities Act pertaining to "shelf registration"
or delayed offerings of securities. The Company shall use its Best Efforts
(i) to cause the Commission to declare such Registration Statement
effective within (x) 120 days after the issuance of the Primary Shares or
(y) if the Commission elects to review the Registration Statement, 45 days
following the Company's receipt of initial comments from the Commission
with respect to such Registration Statement, whichever is later, and (ii)
to maintain the effectiveness of such Registration Statement pursuant to
SECTION 5 below. In the event the Commission will not permit such
Registration Statement to become effective because of the inclusion therein
of Placement Warrant Shares that shall not have been issued at the time
effectiveness of the Registration Statement shall have been requested, then
the Company shall file an amendment to such Registration Statement covering
the resale of only the Primary Shares and shall use its Best Efforts to
cause the Commission to declare such amended Registration Statement
effective and to maintain the effectiveness thereof pursuant to SECTION 5
below.
(b) REGISTRATION OF OTHER SECURITIES IN REGISTRATION. Any
Registration Statement filed pursuant to SECTION 2(A) may include
securities of the Company other than Registrable Securities, so long as
such inclusion could not reasonably be expected to impair the Company's
ability to meet its obligation under SECTION 2(A) above (no such inclusion
pursuant to the Registration Rights Agreement dated September 26, 2000 to
which the Company is party being subject to such expectation). The
securities of the Company to be registered may include shares held by the
371000
|
UNIFAB Int'l
As referenced in this Registration Rights Agreement:
UNIFAB INTERNATIONAL, INC – DOCUMENT}
{TYPE}EX-10.2
{SEQUENCE}5
{FILENAME}0005.txt
{TEXT}
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
September 26, 2000, by and among UNIFAB INTERNATIONAL, INC ., a Louisiana
corporation (the "Company"), the persons listed on SCHEDULE A hereto
(collectively, the "Purchasers"), and Morgan Keegan & Company, Inc. (the
"Placement Agent").
R E C I T A
_____________
UNIFAB International, Inc – or certified mail, return receipt requested, postage prepaid, by
telecopier or by national overnight delivery service, and addressed to the
intended recipient as set forth below
IF TO THE COMPANY:
UNIFAB International, Inc .
5007 Port Road
New Iberia, Lousiana 70562
Attention: Chief Executive Officer
Facsimile: (337) 367-8291
IF TO PURCHASER:
To the Purchasers listed on Schedule A,
at the addresses listed
_____________
UNIFAB INTERNATIONAL, INC – paid
by the Purchasers for the Primary Shares.
-10-
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
UNIFAB INTERNATIONAL, INC .
By: /s/ Dailey J. Berard
---------------------------------
Title: Chief Executive Officer
------------------------------
PURCHASER:
____________________________________
[Name of Purchaser]
By:
---------------------------------
Title:
------------------------------
PLACEMENT AGENT:
MORGAN KEEGAN & COMPANY, INC.
By:
---------------------------------
Title:
------------------------------
-11-
{PAGE}
IN WITNESS WHEREOF,
_____________
UNIFAB INTERNATIONAL, INC – PLACEMENT AGENT:
MORGAN KEEGAN & COMPANY, INC.
By:
---------------------------------
Title:
------------------------------
-11-
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
UNIFAB INTERNATIONAL, INC .
By:
---------------------------------
Title:
------------------------------
PURCHASER:
Ohio Carpenters' Pension Plan
-------------------------------------
[Name of Purchaser]
By: Wellington Management Company, LLP
As Its Investment Advisor
By: /s/ Peter L. Curry
-----------------------
Name: Peter L. Curry
Title:
_____________
UNIFAB INTERNATIONAL, INC – President
PLACEMENT AGENT:
MORGAN KEEGAN & COMPANY, INC.
By:
---------------------------------
Title:
------------------------------
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
UNIFAB INTERNATIONAL, INC .
By:
---------------------------------
Title:
------------------------------
PURCHASER:
New York State Nurses Association Pension Plan
----------------------------------------------
[Name of Purchaser]
By: Wellington Management Company, LLP
As Its Investment Advisor
By: /s/ Peter L. Curry
-----------------------
Name: Peter
_____________
dt 1549752
| |
| Subscribers | 2000 |
Subsidiaries of the Registrant
Subsidiaries of the Registrant (1K)
Doc #371005: This document is immediately available for purchase, but does not have a preview available for viewing.
371005
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