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Delaware
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0-28271
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13-3895178
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(State
or other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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462
Broadway, 6th Floor, New York, New York
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10013
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(212) 219-8555
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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| · |
Holders
of Registration Rights.
Under the Registration Rights Agreement, the shares that are eligible
for
registration rights are those shares of the Company’s common stock that
are restricted securities under the Securities Act of 1933, as amended,
and owned by Macy’s and its affiliates as of the date of the Registration
Rights Agreement (the “Registrable Securities”). Macy’s and any person or
entity to whom Macy’s sells, transfers or assigns in the aggregate 10% of
more of the Registrable Securities are entitled to registration rights
under the Registration Rights Agreement (each, a
“Holder”).
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| · |
Demand
Registration Rights.
At any time after the date of the Registration Rights Agreement that
the
Company is eligible to file a registration statement on Form S-3, a
Holder
owning at least 20% of the Registrable Securities has the right to
demand
that the Company file a registration statement on Form S-3, provided
that
the aggregate amount of securities to be sold under the registration
statement on Form S-3 must be at least $10,000,000. The Company is
obligated to file no more than one registration statement on Form S-3.
These registration rights are subject to specified conditions and
limitations, including the right of the underwriters, if any, to limit
the
number of shares included in any such registration under specified
circumstances.
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| · |
Piggyback
Registration Rights.
If the Company registers any securities for public sale, subject to
certain exceptions, Holders have the right to include Registrable
Securities in the registration statement. These registration rights
are
subject to specified conditions and limitations, including the right
of
the underwriters, if any, and the Company to limit the number of shares
included in any such registration under specified
circumstances.
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| · |
Expenses
of Registration.
The Company will pay all expenses relating to demand registrations
and
piggyback registrations, other than underwriting discounts and
commissions. However, the Company will not pay for the expenses of
any
demand registration if the request is subsequently withdrawn by the
Holders, subject to specified exceptions.
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| · |
Indemnification.
Each of the Company and the Holders and certain of their affiliates
and
representatives have certain rights to indemnification in connection
with
the registration of Registrable
Securities.
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| · |
Termination.
The registration rights for each Holder terminate on the earlier of
(1)
the date that all Registrable Securities held by such Holder may be
sold
in a single three-month period under Rule 144 under the Securities
Act of
1933, as amended, or (2) the date on which there are no Holders owning
Registrable Securities constituting at least 5% of the Company’s common
stock outstanding as of the closing of the Company’s acquisition of
WeddingChannel.com on September 8, 2006.
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10.1
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Registration
Rights Agreement dated as of April 30, 2008 between The Knot, Inc.
and
Macy’s, Inc.
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THE
KNOT, INC.
(Registrant)
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Date:
May 2, 2008
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By: | /s/ RICHARD E. SZEFC |
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Richard
E. Szefc
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Chief
Financial Officer
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10.1
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Registration
Rights Agreement dated as of April 30, 2008 between The Knot, Inc.
and
Macy’s, Inc.
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