FORM OF
REGISTRATION RIGHTS AGREEMENT
BY AND BETWEEN
HUTTIG BUILDING PRODUCTS, INC.
AND
THE RUGBY GROUP PLC
DATED AS OF
_____________, 1999
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is entered into as
of _____________, 1999, between Huttig Building Products, Inc., a Delaware
corporation (the "Company") and The Rugby Group PLC (the "Purchaser"), a company
registered in England and Wales under company number 206971, with reference to
the shares of common stock, $.01 par value (the "Common Stock") of the Company
acquired on the date hereof by the Purchaser.
1. Certain Definitions.
As used in this Agreement, the following terms shall have the following
respective meanings:
"Affiliate" shall have the meaning set forth in Rule 12b-2
under the Exchange Act.
"Beneficial Ownership" shall have the meaning set forth in
Rule 13d-3 under the Exchange Act.
"Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities
Act.
"DECS" shall have the meaning set forth in Section 3(a).
"DECS Offering" shall mean an offering of Registrable
Securities exchangeable for debt securities of a Holder.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute and the rules and
regulations of the Commission thereunder, all as the same shall be in
effect at the time.
"Holder" shall mean (i) the Purchaser or (ii) any successor to
or transferee of all of the Registrable Securities Beneficially Owned
by the Purchaser on the date of such succession or transfer; provided,
however, that no successor or transferee of all such Registrable
Securities shall be deemed to be a Holder under this Agreement unless
(a) such Registrable Securities constitute 10% or more of the Common
Stock outstanding at the date hereof and (b) such successor or
transferee agrees in writing to comply in all respects with the
provisions of this Agreement.
"Initial Block" shall mean _______ (1) Registrable Securities,
as adjusted for stock splits, stock dividends or recapitalizations on
or after the date hereof.
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(1) The number of Registrable Securities constituting the Initial Block shall
equal 50% of the shares of Common Stock received by the Purchaser on the date of
this Agreement.
The terms "register", "registered" and "registration" refer to
a registration 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" shall mean the Shares, but shall not
include any Share (i) that has been registered and disposed of in
accordance with a registration statement covering such security or (ii)
that has been distributed to the public pursuant to Rule 144 (or any
successor provision then in effect) under the Securities Act.
"Registration Expenses" shall mean all expenses incurred by
the Company in connection with a registration under this Agreement,
including, without limitation, all registration, qualification and
filing fees, printing expenses, fees and disbursements of counsel for
the Company, blue sky fees and expenses, accounting fees incident to or
required by any such registration and all internal expenses of the
Company; provided, however, that Registration Expenses shall not
include any Selling Expenses.
"Restricted Securities" shall mean the securities of the
Company required to bear the legend set forth in paragraph (a) of
Section 19 hereof.
"Rights Agreement" shall mean the Rights Agreement dated as of
_____, 1999 between the Company and ChaseMellon [Securities], as rights
agent.
"Securities Act" shall mean 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 at the
time.
"Selling Expenses" shall mean all underwriting discounts,
selling commissions and stock transfer taxes applicable to the Shares
included in a registration by the Holder and all fees and disbursements
of counsel for the Holder.
"Shares" shall mean the ___________ (2) shares of Common Stock
acquired by the Purchaser on the date hereof, as adjusted for stock
splits, stock dividends, or recapitalizations on or after the date
hereof.
"Shelf Registration Statement" shall mean the registration
statement effecting the registration required by Section 4(a).
"Standstill Period" shall have the meaning set forth in
Section 17.
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(2) The number of shares of Common Stock to be issued to the Purchaser on the
date of this Agreement shall equal 32% of the shares of Common Stock outstanding
(other than restricted shares) on the date of this Agreement.
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"Underwritten Offering" shall mean a sale of securities of the
Company to an underwriter or underwriters for re-offering to the
public, which shall include a road show and other customary selling
efforts.
"Voting Securities" means the Common Stock and any other
securities issued by the Company having the power to vote in the
election of directors of the Company.
2. Notice of Proposed Transfers. Prior to any proposed sale,
assignment, transfer or pledge of any Restricted Securities, unless there is in
effect a registration statement under the Securities Act covering the proposed
transfer, the Holder shall give written notice to the Company of its intention
to effect such transfer, sale, assignment or pledge. Each such notice shall
describe the manner and circumstances of the proposed transfer, sale, assignment
or pledge in sufficient detail, and shall be accompanied by a written opinion of
legal counsel who is, and whose legal opinion shall be, reasonably satisfactory
to the Company, addressed to the Company, to the effect that the proposed
transfer of the Restricted Securities may be effected without registration under
the Securities Act, whereupon the Holder will be entitled to transfer such
Restricted Securities in accordance with the terms of its notice to the Company.
The Company will not require such a legal opinion in any transaction that
complies with Rule 144 (other than in cases where applicability of Rule 144(k)
is asserted). Each certificate evidencing the Restricted Securities transferred
as above provided shall bear, except if such transfer is made pursuant to Rule
144, the appropriate restrictive legend set forth in Section 20 below, except
that such certificate shall not bear such restrictive legend if in the opinion
of counsel for the Holder and the Company such legend is not required in order
to establish compliance with any provisions of the Securities Act. The Holder
will cause any proposed purchaser, assignee, transferee or pledgee of Restricted
Securities to agree to take and hold such Restricted Securities subject to the
provisions of this Section 2. The holder of each certificate representing
Restricted Securities by acceptance thereof agrees to comply in all respects
with the provisions of this Section 2.
3. Registration of Initial Block.
(a) If requested in writing by the Purchaser, not later than
the 120th day after the date hereof, the Company shall file a registration
statement on Form S-1(i) covering the sale of at least the Initial Block by the
Purchaser in a firm commitment Underwritten Offering or (ii) covering the
distribution of all of the Registrable Securities in exchange for debt
securities of the Purchaser ("DECS"). The Company shall use all reasonable
efforts to have such registration statement declared effective so as to permit
the offer and sale of the Initial Block or the commencement of the DECS
Offering, as the case may be, as soon as practicable on or after the 180th day
hereafter and to keep such registration statement effective (x) in the case of
the Underwritten Offering for 60 days or, if earlier, until the date on which
the entire Initial Block has been sold or (y) in the case of the DECS Offering,
for three years or, if earlier, the date that all the Shares registered for
exchange pursuant to the DECS have been so exchanged.
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(b) If the portion, if any, of the Initial Block not sold in
the Underwritten Offering provided for in Section 3(a) constitutes more than 2%
of the outstanding shares of Common Stock at the date hereof, the Company shall,
if requested in writing by the Purchaser prior to the twelfth full calendar
month after the date hereof, file as soon as practicable (but no later than 30
days after the date of such request) a registration statement on Form S-1
covering the sale by the Purchaser in a firm commitment Underwritten Offering of
at least those Registrable Securities constituting that portion of the Initial
Block not sold in the Underwritten Offering provided in Section 3(a); provided,
however, that the Company may, in its sole and absolute discretion, delay the
filing of the registration statement under this Section 3(b) for up to 120 days.
(c) Neither the Company nor any other Company shareholder
shall have the right to include securities in the registration statement filed
pursuant to Section 3(a) or Section 3(b) without the Purchaser's consent. Prior
to the earlier to occur of (i) the sale or other disposition of the entire
Initial Block by the Purchaser and (ii) the second anniversary hereof, the
Company will not cause to be offered or sold in a public offering any newly
issued Common Stock or securities convertible or exchangeable for Common Stock,
other than offers or sales (x) solely to employees or directors, (y) pursuant to
a dividend reinvestment plan or (z) in a business combination transaction
meeting the criteria set forth in the parenthetical included in the following
sentence; provided, however, that no more than $15 million in aggregate offering
price of Common Stock issued in any one business combination transaction shall
be permissible under this subsection (z). Prior to the earlier to occur of (i)
the completion of the Underwritten Offering provided in Section 3(a) and (ii)
270 days from the date of this Agreement, the Company will not cause to be
offered or sold in a private offering in connection with a business combination
transaction (including, without limitation, offers or sales in a business
combination transaction that would otherwise qualify as a private placement of
securities under Section 4(2) of the Securities Act and are issued pursuant to a
shelf registration statement on Form S-4 (or any successor form)) any newly
issued Common Stock or securities convertible or exchangeable for Common Stock.
4. Shelf Registration Statement.
(a) If, after the twelfth full calendar month after the date
hereof, the Company receives from the Holder a written request that the Company
effect a shelf registration with respect to the Registrable Securities, the
Company will within 60 days after such request file with the Commission a
registration statement on Form S-3 (or Form S-1 if Form S-3 is not then
available to the Company) and shall use all reasonable efforts to have such
registration statement declared effective in such form as would permit the sale
and distribution of the Registrable Securities then held by the Holder pursuant
to Rule 415 under the Securities Act, and to keep such registration statement
effective until the date the Registrable Securities then Beneficially Owned by
the Holder constitute less than 10% of the then outstanding Common Stock.
(b) Subject to compliance with Section 5 hereof, the Holder
shall be entitled to an aggregate of two Underwritten Offerings and/or DECS
Offerings in connection with a registration under Section 4(a); provided,
however, that if the Company has effected a registration pursuant to Section
3(b) then the Holder shall be entitled to only one Underwritten
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Offering or DECS Offering in connection with a registration under Section 4(a).
Otherwise, the distribution of Registrable Securities pursuant to a registration
under Section 4(a) shall be effected, from time to time or at one time, only by
or through such investment banking firm or firms (acting as broker, dealer,
agent, principal or otherwise) as may be reasonably acceptable to the Holder and
the Company.
(c) At least five days prior to any sale of Registrable
Securities pursuant to a registration under Section 4(a) (other than a sale in
an Underwritten Offering or a DECS Offering), the Holder shall advise the
Company in writing of the terms of its arrangements, if any, with any investment
banking firm or firms agreed upon in accordance with Section 4(b), including the
capacity in which such firm or firms will act, the proposed manner of
distribution of the Registrable Securities and compensation terms.
5. Underwritten Offerings and DECS Offerings.
(a) If the Company receives from the Holder a written notice
that the Holder desires to effect a distribution of a number of Registrable
Securities having a market value on the date of such notice of at least
$20,000,000 in an Underwritten Offering or DECS Offering pursuant to the Shelf
Registration Statement, the Company shall file with the Commission within 60
days after such notice (but, in the case of a DECS Offering, not before the date
a registration statement for the debt securities of the Holder is filed) a
prospectus supplement that satisfies the requirements of Rule 424 under the
Securities Act or a post-effective amendment to the Shelf Registration Statement
so as to permit the sale of such Registrable Securities in an Underwritten
Offering or the offering of such Registrable Securities in a DECS Offering.
Notwithstanding the foregoing, the Company will not be obligated to effect an
Underwritten Offering or a DECS Offering under the Shelf Registration Statement:
(i) If, at such time as a notice of an
Underwritten Offering or DECS Offering is
delivered to the Company pursuant to this
Section 5(a), (A) the Company has effected
(x) a registration pursuant to Section 3(a)
or Section 3(b) or an Underwritten Offering
or DECS Offering under the Shelf
Registration Statement within the four month
period prior to its receipt of such notice
or (y) three Underwritten Offerings and/or
DECS Offerings (including registrations
pursuant to Section 3(a) and Section 3(b))
or (B) a Holder has withdrawn a prior
request for an Underwritten Offering or DECS
Offering within the four month period prior
to the Company's receipt of such notice. For
purposes of Section 4(b) and this subsection
(a)(ii), an Underwritten Offering shall be
deemed to be effected upon the sale of any
Registrable Securities therein, a DECS
Offering shall be deemed to be effected upon
the sale of any debt securities for
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which the Registrable Securities are
exchangeable, and any request for an
Underwritten Offering or DECS Offering that
is withdrawn prior to the sale of
Registrable Securities or debt securities
therein, as the case may be, nonetheless
shall be deemed to be an Underwritten
Offering or DECS Offering, as the case may
be;
(ii) During the period starting with the date 60
days prior to the filing of, and ending on a
date 90 days following the effective date
of, a registration statement filed by the
Company as permitted by this Agreement
(other than a registration statement
relating to a business combination
transaction, an offering solely to employees
or directors or pursuant to a dividend
reinvestment plan or any other registration
which is not appropriate for the
registration of Shares); or
(iii) For a period of up to 30 days if the
Company's Board of Directors determines that
such a delay would be in the best interests
of the Company and its shareholders;
provided, however, that no such delay shall
occur more than once within any twelve month
period.
(b) The Company and the Company's other shareholders shall
have the right to include shares of Common Stock in any Underwritten Offering
effected pursuant to the Shelf Registration Statement, subject to the provisions
of Section 6.
6. Underwriting. If the Holder proposes to distribute Registrable
Securities registered pursuant to the Shelf Registration Statement by means of
an Underwritten Offering or a DECS Offering, and in connection with a
registration effected pursuant to Section 3, the Company and the Holder (and any
other holder of Common Stock participating in an Underwritten Offering) shall
enter into an underwriting agreement in customary form with the managing
underwriter or underwriters selected for such underwriting (i) by the Company in
the case of an Underwritten Offering (which managing underwriter(s) each shall
be a nationally recognized investment banking firm reasonably acceptable to the
Holder) or (ii) by the Holder in the case of a DECS Offering (which managing
underwriter(s) each shall be a nationally recognized investment banking firm
reasonably acceptableto the Company). Notwithstanding any other provision of
Sections 3, 4 or 5, if the lead managing underwriter advises the Holder and the
Company in writing on or before the date five days prior to the date then
scheduled for such offering that, in its opinion, the amount of Common Stock to
be included in such offering exceeds the amount which can be sold in such
offering without adversely affecting the distribution of the Common Stock being
offered, then such offering will include only the amount of Common Stock that
the lead managing underwriter has so advised can be sold in such
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offering; provided, however, that the Company shall be required to include first
in an Underwritten Offering pursuant to the Shelf Registration Statement all
Registrable Securities requested to be included by the Holder.
7. Incidental Registration.
(a) Notice of Registration. If, at any time or from time to
time (x) prior to the fifth anniversary of the date hereof and (y) after the
fifth anniversary of the date hereof if the Holder is not then eligible to sell
Registrable Securities pursuant to Rule 144(k) under the Securities Act, the
Company shall determine to register any of its Common Stock for sale in an
Underwritten Offering, either for its own account or the account of a security
holder or holders (other than the Holder) exercising their respective demand
registration rights as permitted by this Agreement, other than a registration
relating to a business combination transaction or an offering solely to
employees or directors or pursuant to a dividend reinvestment plan, the Company
will promptly give to the Holder written notice thereof, and include in such
registration (subject to Section 7(b)) all the Registrable Securities specified
in a written request made by the Holder within ten days after its receipt of
such written notice from the Company. The right of the Holder to have
Registrable Securities included in a registration pursuant to this Section 7(a)
shall be conditioned upon its entering into (together with the Company and the
other holders distributing their securities through such underwriting) an
underwriting agreement in customary form with the managing underwriter or
underwriters selected for such underwriting by the Company (or by the
shareholders who have demanded such registration). The registration rights
granted pursuant to the provisions of this Section 7(a) shall be in addition to
the registration rights granted pursuant to the other provisions of this
Agreement.
(b) If the lead managing underwriter of an offering covered by
Section 7(a) shall advise the Company in writing (with a copy to the Holder) on
or before the date five days prior to the date then scheduled for such offering
that, in its opinion, the amount of Common Stock (including Registrable
Securities) requested to be included in such registration exceeds the amount
which can be sold in such offering without adversely affecting the distribution
of the Common Stock being offered, then (i) prior to the earlier to occur of the
second anniversary of this Agreement and the date on which the Registrable
Securities then Beneficially Owned by the Holder constitute less than 10% of the
outstanding Common Stock at the date hereof (the "Threshold Date") the Company
(A) in a registration for its own account, will include in such registration,
first, any shares proposed to be offered by the Company; second, Registrable
Securities requested to be registered by the Holder; and third, the other shares
requested to be included in such registration that the Company is so advised can
be sold in such offering and (B) in a registration for the account of a security
holder or holders other than the Holder exercising its or their respective
demand registration rights to the extent permitted by this Agreement, will
include in such registration, first, any shares requested to be registered by
the requesting security holder or holders; second, any shares (or, in the case
of the Holder, Registrable Securities) proposed to be offered by the Company and
the Holder, allocated evenly between the Company and the Holder; and third, the
other shares requested to be included in such registration that the Company is
so advised can be sold in such offering, allocated, if necessary, pro rata among
the holders thereof requesting such registration on the basis of the number of
the shares Beneficially Owned at the time by the holders requesting inclusion of
their shares and (ii) from and after the
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Threshold Date, the Company will include shares of Common Stock (including
Registrable Securities) in the same order of priority set forth in subsection
(i) of this Section 7(b), except that Registrable Securities shall be included
in any such registration on a parri passu basis with any holders of Common Stock
including shares in such registration by reason of their exercise of incidental
registration rights (allocated, if necessary, pro rata among the holders
(including the Holder) thereof requesting such registration on the basis of the
number of the shares (including Registrable Securities) Beneficially Owned at
the time by the holders (including the Holder) requesting inclusion of their
shares; provided, however, that in the event the Company will not, by virtue of
this paragraph, include in any such registration all of the Registrable
Securities requested to be included in such registration, the Holder may, upon
written notice to the Company given within three days of the time the Holder
first is notified of such matter, reduce the amount of Registrable Securities it
desires to have included in such registration, whereupon only the Registrable
Securities, if any, it desires to have included will be so included.
(c) The Company shall have the right to terminate or withdraw
any registration initiated by it under this Section 7 prior to the effectiveness
of such registration whether or not a Holder has elected to include Registrable
Securities in such registration.
8. Expenses of Registration. All Registration Expenses incurred in
complying with Section 3, Section 4 and Section 7 hereof shall be borne by the
Company. Notwithstanding the foregoing, any registration, qualification and
filing fees that relate to Shares in respect of which the Company has previously
paid a registration, qualification or filing fee shall be borne by the Holder.
All Selling Expenses shall be borne by the Holder.
9. Indemnification.
(a) The Company will indemnify to the fullest extent permitted
by law the Holder, each of its officers, directors, affiliates, employees,
advisors and agents and each person controlling the Holder within the meaning of
Section 15 of the Securities Act, with respect to which registration has been
effected pursuant to this Agreement, against all expenses, claims, losses,
damages or liabilities (or actions in respect thereof), including reasonable
costs of investigation and any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration, or based on
any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances in which they were made, not misleading, or any violation by
the Company of any rule or regulation promulgated under the Securities Act or
any other federal, state or common law rule or regulation applicable to the
Company in connection with any such registration, and the Company will reimburse
the Holder, each of its officers, directors, affiliates, employees, advisors and
agents and each person controlling the Holder, for any legal and any other
expenses reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action; provided that the
Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense arises out of or is based on any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written
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information furnished to the Company by the Holder or other such person and
stated to be specifically for use therein.
(b) The Holder will, if Shares held by it are included in the
securities as to which such registration is being effected, indemnify the
Company, each of its directors, officers, affiliates, employees, advisors and
agents, each underwriter, if any, of the Company's securities covered by such a
registration statement and each person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, against all
claims, losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any such registration statement, prospectus, offering
circular or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading and will reimburse the Company, each
underwriter and such directors, affiliates, officers, employees, advisors,
agents and control persons for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by the Holder and stated to be specifically for use
therein; provided, however, that the obligation of the Holder shall be limited
to an amount equal to the net proceeds to the Holder from Shares sold in
connection with such registration.
(c) Each party entitled to indemnification under this Section
9 (the "Indemnified Party") shall give written notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, unless (i) the Indemnifying Party fails to
assume the defense of such action with counsel satisfactory to the Indemnified
Party in its reasonable judgment or (ii) the named parties to any such actions
(including any impleaded parties) have been advised by counsel that either (A)
representation of the Indemnified Party and the Indemnifying Party by the same
counsel would otherwise be inappropriate under applicable standards of
professional conduct or (B) there may be one or more legal defenses available to
the Indemnified Party that are different from or additional to those available
to the Indemnifying Party, in which event the Indemnifying Party shall pay for
one counsel (and any necessary additional local counsel) for the Indemnified
Party; and provided further that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Agreement unless the failure to give such notice is
materially prejudicial to an Indemnifying Party's ability to defend such action.
No Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect of such claim or litigation.
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(d) In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which any holder of
Shares exercising rights under this Agreement, or any officer, director,
affiliate, employee, advisors, agent or controlling person of any such holder,
makes a claim for indemnification pursuant to this Section 9 but it is
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 9 provides for indemnification in
such case, then, the Company and the Holder will contribute to the aggregate
losses, claims, damages or liabilities to which they may be subject (after
contribution from others) in such proportion so that the Holder is responsible
for the portion represented by the percentage that the public offering price of
its Shares offered by the registration statement bears to the public offering
price of all securities offered by such registration statement; and the Company
is responsible for the remaining portion; provided, however, that, in any such
case, (A) the Holder will not be required to contribute any amount in excess of
the net proceeds to the Holder from the sale of Shares offered by it pursuant to
such registration statement; and (B) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
10. Certain Restrictions.
(a) The Company will not grant registration rights with
respect to Common Stock that become exerciseable prior to the Threshold Date,
and the Company represents and warrants that is has not previously entered into
any such agreement. Nothing in this Agreement shall prohibit the Company from
granting registration rights that are exercisable from and after the Threshold
Date to any person who becomes an owner of shares of Common Stock after the date
hereof (including granting incidental registration rights with respect to any
Underwritten Offering required to be made hereunder other than pursuant to
Section 3).
(b) If requested by the lead managing underwriter in an
Underwritten Offering pursuant to the Shelf Registration Statement, the Company
agrees not to effect any registered sales in the public markets of Common Stock
for its own account (other than registrations relating to a business combination
transaction or an offering solely to employees or directors or pursuant to a
dividend reinvestment plan) during the period commencing on the date the Company
receives a notice from the Holder pursuant to Section 5(a) and continuing until
90 days after commencement of the Underwritten Offering (or such shorter period
as the lead managing underwriter shall request).
11. Obligations of the Company. Whenever required under this Agreement
to effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:
(a) Prepare and file with the Commission a registration
statement with respect to such Registrable Securities and use all reasonable
efforts to have such registration statement declared effective.
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(b) Prepare and file with the Commission such amendments and
supplements to such registration statement as may be necessary (i) to update and
keep such registration statement effective as provided in Section 11(a) above,
(ii) to comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement and (iii)
to reflect a modification in the manner of distribution of the Registrable
Securities and, to the extent that such distribution is modified to employ an
underwriter, to supplement or amend the registration statement in the manner
required by such underwriter. Notwithstanding anything else to the contrary
contained herein, the Company shall not be required to disclose in any
prospectus or any amendment or supplement thereto prepared pursuant to Section 4
or Section 5(a) hereof (x) any confidential information concerning any matter
which is the subject of a notice given under Section 11(f) as to which the
Company has a bona fide interest in withholding disclosure, or (y) historical
financial statements or pro forma financial information required by Regulation
S-X of the Commission in connection with a business acquisition or disposition
prior to the date when such information would otherwise be required to be filed
with the Commission (including extensions pursuant to Item 7(a)(4) of Form 8-K).
(c) Furnish to the Holder such numbers of copies of a
prospectus, including a preliminary prospectus and any amendments or supplements
thereto, in conformity with the requirements of the Securities Act, and such
other documents as it may reasonably request in order to facilitate the
disposition of Registrable Securities owned by it.
(d) Use all reasonable efforts to register and qualify the
securities covered by such registration statement under such other securities or
blue sky laws of such jurisdictions as shall be reasonably requested by the
Holder, provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions unless it is already
subject to such jurisdiction.
(e) In the event of any Underwritten Offering or DECS
Offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter or
underwriters of such offering. The Holder shall also enter into and perform its
obligations under such an agreement.
(f) Notify the Holder, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
under which the prospectus is used.
(g) Take all such other actions (including, without
limitation, causing representatives of the Company to participate in any "road
show" or "road shows" in connection with an Underwritten Offering or DECS
Offering) as the Holder or the underwriters, if any, reasonably request in order
to expedite or facilitate the disposition of such Registrable Securities.
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(h) In connection with an Underwritten Offering or DECS
Offering, obtain a "cold comfort" letter from the Company's independent public
accountants in customary form and covering such matters of the type customarily
covered by "cold comfort" letters, as the Holder's counsel or the managing
underwriter reasonably request.
(i) Cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed.
(j) Use reasonable efforts to take all other steps necessary
to effect the registration of the Registrable Securities contemplated hereby.
12. Information by the Holder. The Holder shall furnish to the Company
such information regarding the Holder, the shares of Common Stock or other
securities of the Company held by it and the distribution proposed by it as the
Company may reasonably request in writing and as shall be reasonably required in
connection with any registration referred to in this Agreement.
13. Securities Law Compliance.
(a) The Holder covenants that it will comply with the
Securities Act and with the Exchange Act with respect to Registrable Securities
included in any registration pursuant to this Agreement, recognizing that under
certain circumstances set forth in Section 11(f) hereof, the Company may notify
the Holder that the registration statement is not then current.
(b) The Holder agrees that, immediately upon receipt of a
notification as referred to in subparagraph (a) of this Section 13, it will
refrain from selling Registrable Securities under the Shelf Registration
Statement until (i) subsequently notified by the Company that the Shelf
Registration Statement is current or (ii) receipt of a favorable opinion of
counsel as hereinbelow provided. The Company agrees that it will consult with
the Holder following the giving of any such notification, and that in the event
the Holder is of the view that its securities could be sold in compliance with
the Securities Act and the Exchange Act without disclosure of the nonpublic
information which is the subject of the notification, the parties hereto agree
to be bound by an opinion of counsel reasonably satisfactory both to the Holder
and to the Company as to whether such sales can be made without violation of the
Securities Act or the Exchange Act.
14. Standoff Agreement. The Holder agrees that, upon request of the
lead managing underwriter of any Underwritten Offering of the Company's
securities, not to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any Shares (other than those included in
such registration), except in a private sale or transfer or pursuant to a tender
offer, without the prior written consent of the Company or such underwriter, as
the case may be, for such period of time (not to exceed 90 days) from the
effective date of such registration as may be requested by the Company or such
lead managing underwriter.
15. Rule 144 Requirements. The Company agrees to:
(a) comply with the requirements of Rule 144(c) under the
Securities Act with respect to current public information about the Company;
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(b) file with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Exchange Act; and
(c) furnish to the Holder upon request (i) a written statement
by the Company as to its compliance with the requirements of said Rule 144(c),
and the reporting requirements of the Securities Act and the Exchange Act, (ii)
a copy of the most recent annual or quarterly report of the Company, and (iii)
such other reports and documents of the Company as the Holder may reasonably
request to avail itself of any similar rule or regulation of the Commission
allowing itself to sell any such securities without registration.
16. Board Representation. The Company and the Purchaser acknowledge
that the nine-member Board of Directors of the Company on the date hereof
includes three designees of the Purchaser, and that it is intended that during
such time as the Registrable Securities Beneficially Owned by the Purchaser and
its Affiliates constitute at least 30%, 20%, or 10%, respectively, of the then
outstanding Common Stock, the Purchaser shall be entitled to designate for
nomination by the Board of Directors three, two and one director(s),
respectively, and to designate a successor in the case of any vacancy resulting
from the death, resignation or removal of any such designee prior to the
expiration of his or her term.
17. Voting
(a) During the period ending on the date that the Registrable
Securities Beneficially Owned by the Purchaser and its Affiliates constitute
less than 10% of the then outstanding Common Stock (the "Standstill Period"),
the Purchaser shall take such action as may be required so that all Voting
Securities owned by the Purchaser and its Affiliates are voted at any annual or
special meeting of the stockholders of the Company for the Board of Directors'
nominees for election to the Board of Directors of the Company (provided that
the Purchaser shall in any case be permitted to vote for its designees to be
nominated pursuant to Section 16 hereof).
(b) During the Standstill Period, the Purchaser, for itself
and its Affiliates, as holders of Voting Securities, agrees to be present, in
person or by proxy, at all meetings of stockholders of the Company so that all
Voting Securities beneficially owned by them may be counted for the purpose of
determining the presence of a quorum at such meetings.
18. Amendment of Rights Agreement. During the Standstill Period,
without the prior written consent of the Purchaser the Company shall not amend
the Rights Agreement so as to reduce below 20% the level at which a Person (as
defined in the Rights Agreement) shall become an Acquiring Person (as defined in
the Rights Agreement).
19. Notices Under Ancillary Agreements. During the Standstill Period
(so long as one designee of Purchaser is a member of the Company Board of
Directors), the Company shall provide copies to Purchaser of each written notice
sent or received by it under the notice provisions of the Distribution
Agreement, Employee Matters Agreement and Tax Allocation Agreement each between
Crane Co. and the Company dated _________, 1999.
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20. Restrictive Legends.
(a) Each certificate representing Shares or any securities
issued in respect of the Shares upon any stock split, stock dividend,
recapitalization, merger or similar event, shall (unless otherwise permitted by
the provisions of Section 2) be stamped with the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD,
TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR
THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR
TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SAID ACT.
(b) Each certificate representing Shares shall also be stamped
with the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
THE TERMS AND CONDITIONS OF AN AGREEMENT BETWEEN THE SHAREHOLDER AND
THE COMPANY WHICH INCLUDES CERTAIN RESTRICTIONS ON SALES OF THE
SECURITIES. COPIES OF THE AGREEMENT MAY BE OBTAINED UPON WRITTEN
REQUEST TO THE SECRETARY OF THE COMPANY.
(c) The Holder consents to the Company's making a notation on
its records and giving instructions to any transfer agent of the Shares in order
to implement the restrictions on transfer established in this Agreement. The
legend placed on any certificate pursuant to Section 20(a) and any notations or
instructions with respect to the Shares represented by such certificate will be
promptly removed, and the Company will promptly issue a certificate without such
legend to the Holder (x) if such Shares are registered under the Securities Act
in connection with a sale of such securities and a prospectus meeting the
requirements of Section 10 of the Securities Act is available, or (y) if the
Holder satisfies the requirements of Rule 144(k) and, where deemed necessary by
the Company in its sole discretion, provides the Company with an opinion of
counsel for the Holder who is, and whose legal opinion shall be, reasonably
satisfactory to the Company, to the effect that the Holder meets the
requirements of Rule 144(k).
21. Notices, etc. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered (by hand or courier service) with signed confirmation of
receipt, addressed as follows:
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if to the Purchaser:
Rugby PLC
Crown House
Rugby
CV212DT
England
Attn: Group Finance Director
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Toby S. Myerson, Esq.
Facsimile No.: (212) 757-3990
if to the Company:
Huttig Building Products, Inc.
Lakeview Center, Suite 400
14500 South Outer Forty Road
Chesterfield, Missouri 63017
Attn: Chief Executive Officer
with a copy to: General Counsel
or to such other address of a party of which such party has given notice to the
other parties pursuant to this Section.
22. Nontransferability. It is acknowledged and agreed by the Purchaser
that, except as expressly provided in this Agreement, its rights and benefits
hereunder may not be assigned or transferred to or held for the benefit of any
other person.
23. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws (other than those with respect to choice of law) of the
State of Delaware. Each of the parties hereto agrees that all claims in any
action or proceeding arising out of or related to this Agreement may be heard
and determined in any Delaware state court or federal court sitting in the State
of Delaware.
24. Severability. The provisions of this Agreement are severable, and
in the event that any one or more provisions are deemed illegal or
unenforceable, the remaining provisions shall remain in full force and effect.
25. Successors. This Agreement shall be binding upon, shall be
enforceable against and shall inure to the benefit of any successor of the
Purchaser.
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26. Counterparts. This Agreement may be executed simultaneously in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
HUTTIG BUILDING PRODUCTS, INC.
By:
---------------------------------
Name:
Title:
THE RUGBY GROUP PLC
By:
---------------------------------
Name:
Title:
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