<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)1
MARKETWATCH.COM, INC.
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(Name of Issuer)
Common Stock, par value $ .01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
570619106
- --------------------------------------------------------------------------------
(CUSIP Number)
Philip J. Hoffman
c/o Pearson Inc.
1330 Avenue of the Americas, 7th Floor
New York, New York 10019
(212) 641-2421
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With Copies To:
Anne E. Gold, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
May 4, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13D
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. / /
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 20 Pages)
1The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
Notes).
<PAGE>
CUSIP No. 570619106 13D Page 2 of 20 Pages
- --------------------------------- --------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PEARSON PLC EIN:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND & WALES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH SEE ITEM 5 OF ATTACHED SCHEDULE
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 570619106 13D PAGE 3 OF 20 PAGES
- -------------------------------- --------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PEARSON OVERSEAS HOLDINGS LTD. EIN:
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND & WALES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH SEE ITEM 5 OF ATTACHED SCHEDULE
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 570619106 13D PAGE 4 OF 20 PAGES
- --------------------------------- -------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PEARSON NETHERLANDS B.V. EIN:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NETHERLANDS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH SEE ITEM 5 OF ATTACHED SCHEDULE
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 570619106 13D PAGE 5 OF 20 PAGES
- ------------------------------- --------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PEARSON AG EIN:
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH SEE ITEM 5 OF ATTACHED SCHEDULE
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 570619106 13D PAGE 6 OF 20 PAGES
- ----------------------------- --------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PEARSON INC. EIN: 51-0261654
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH SEE ITEM 5 OF ATTACHED SCHEDULE
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 570619106 13D PAGE 7 OF 20 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PEARSON LONGMAN, INC. EIN: 13-2971110
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH SEE ITEM 5 OF ATTACHED SCHEDULE
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5 OF ATTACHED SCHEDULE.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5 OF ATTACHED SCHEDULE
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 570619106 13D PAGE 8 OF 20 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DATA BROADCASTING CORPORATION EIN: 13-3668779
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC (SEE ITEM 3 OF ATTACHED SCHEDULE)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 5,636,814
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,636,814
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,636,814
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 ("Amendment No. 1") to the Statement on
Schedule 13D, originally filed on April 7, 2000 (the "Original Statement", and,
as so amended, the "Statement"), with respect to the common stock, par value
$.01 per share ("Common Stock"), of MarketWatch.com, Inc., a Delaware
corporation (the "Company"), amends and restates Items 3, 4, 6 and 7 and
Schedule B. The principal executive office of the Company is 825 Battery Street,
San Francisco, California 94111. Information given in response to each item
shall be deemed incorporated by reference in all other items. Capitalized terms
used but not defined in this Amendment No. 1 shall have the respective meanings
ascribed to them in the Original Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 as set forth in the Statement is amended and restated
to read in its entirety as follows:
The total amount of funds required by DBC to acquire the
Common Stock of the Company pursuant to the Stock Purchase Agreement (as
described in the response to Item 4) is $43,000,000 (the "Purchase Price").
DBC obtained $28,000,000 of the Purchase Price from its working capital. The
remaining $15,000,000 was borrowed by DBC from Rycade Capital Corporation, an
affiliate of DBC, pursuant to a Secured Promissory Note, dated as of May 4,
2000 (the "Secured Promissory Note"), a copy of which has been filed as an
exhibit hereto. The loan will bear interest at 3-month LIBOR, determined two
days prior to the first day of the Interest Period (as defined in the Secured
Promissory Note) reflected on the LIBO page of Reuters Monitor Money Rate
System, plus 150 basis points and will have a maturity date of December 29,
2000. Pursuant to the terms of a Stock Pledge Agreement, dated as of May 4,
2000 (the "Stock Pledge Agreement"), between DBC and Rycade Capital
Corporation, repayment of the Secured Promissory Note is secured by the
pledge of 1,887,980 shares of Common Stock of the Company held by DBC, as
well as all proceeds of the pledged shares of Common Stock. A copy of the
Stock Pledge Agreement has been filed as an exhibit hereto.
The shares of Common Stock of the Company previously owned by
DBC were received in connection with the merger of Marketwatch.com, LLC with and
into the Company. Pursuant to a Contribution Agreement, dated as of October 29,
1997, among CBS Inc., a New York corporation, DBC and Marketwatch.com, LLC, as
consideration for all of DBC's right, title and interest in assets relating to
its online/news business, as well as $2,000,000 in cash paid in two equal
installments on each of October 29, 1997 and October 29, 1998, Marketwatch.com,
LLC assumed certain liabilities of DBC and DBC received a 50% membership
interest in Marketwatch.com, LLC. Thereafter, on January 13, 1999,
Marketwatch.com, LLC merged with and into the Company (the "Merger"). In
connection with the Merger, the membership interest of DBC in Marketwatch.com,
LLC was exchanged for 4,500,000 shares of Common Stock of the Company. A copy of
the Contribution Agreement has been filed as an exhibit hereto.
ITEM 4. PURPOSES OF TRANSACTIONS
Item 4 as set forth in the Statement is amended and restated
to read in its entirety as follows:
On March 28, 2000, the Company, DBC and CBS Broadcasting Inc.,
a New York corporation ("CBS"), entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement"), a copy of which has been filed as an exhibit
hereto. On May 4, 2000, pursuant to the Stock Purchase Agreement, DBC purchased
1,136,814 shares of Common Stock of the Company for the Purchase Price.
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<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 as set forth in the Statement is amended and restated
to read in its entirety as follows:
In connection with the Merger, a Stockholders' Agreement,
dated as of January 13, 1999 (the "Stockholders' Agreement"), was entered into
among Marketwatch.com, LLC, the Company, CBS and DBC (DBC and CBS, each a
"Stockholder" for purposes thereof). A summary of certain provisions contained
in the Stockholders' Agreement is set forth below:
(a) CHANGE OF CONTROL OF DBC. CBS shall have the right (but
not the obligation) in its sole discretion to purchase the securities
in the Company held by DBC or require that such securities be
transferred to an independent trustee within 60 days after a competitor
of CBS has directly or indirectly acquired beneficial ownership of more
than thirty percent (30%) of the outstanding shares of the common
stock, or securities representing, in the aggregate, more than thirty
percent (30%) of the voting power, of DBC (or any person controlling
DBC), or all or substantially all of DBC's assets, at a time when DBC
and its affiliates shall then own in the aggregate a number of shares
of Common Stock equal to at least ten percent (10%) of the outstanding
shares of Common Stock on the IPO Closing Date (as defined in the
Stockholders' Agreement) without the prior written consent of CBS.
(b) DIRECTOR NOMINATION RIGHTS. For so long as DBC continues
to own a number of Voting Securities (as defined in the Stockholders'
Agreement) equal to at least one percent (1%) of the outstanding Voting
Securities, the Company shall provide DBC written notice at least
thirty (30) days prior to any stockholder solicitation or action
relating to the election of directors. After such receipt by DBC, DBC
may request that the Company nominate, and the Company shall nominate,
to the board of directors of the Company (i) one director, if DBC holds
a number of Voting Securities greater than or equal to one percent (1%)
but less than twenty percent (20%) of the Company's outstanding Voting
Securities, or (ii) two directors, if DBC holds a number of Voting
Securities greater than or equal to twenty percent (20%) but less than
thirty percent (30%) of the Company's outstanding Voting Securities, or
(iii) three directors, if DBC holds a number of Voting Securities
greater than or equal to thirty percent (30%) of the Company's
outstanding Voting Securities, with each such candidate being
reasonably acceptable to the Company. If such designation is not in
connection with a stockholder solicitation or action relating to the
election of directors, the Company shall appoint such designee as soon
as practicable upon written notice from DBC. The number of designees
shall be adjusted in the event that the size of the board of directors
of the Company is increased to a number greater than nine (9) members.
In accordance with an increase in the size of the board of directors,
Messrs. Alan J. Hirschfield, Carl Spielvogel, Stephen Hill and John C.
Makinson currently are the DBC nominees serving as members of the
board of directors pursuant to this provision.
(c) RIGHT OF FIRST REFUSAL. In the event that any Stockholder
or affiliate of any Stockholder intends to transfer any securities in
the Company, such Stockholder or affiliate (the "Selling Stockholder")
must give written notice to the Company and other Stockholder, subject
to certain exceptions as stated in the Stockholders' Agreement, stating
(a) the Selling Stockholder's bona fide intention to transfer such
securities; (b) the number of offered securities proposed to be
transferred to each proposed transferee; (c) the name, address and
relationship, if any, to the Selling Stockholder of each proposed
transferee and (d) the bona fide cash price or, in reasonable detail,
other consideration, per share for which the Selling Stockholder
proposes to transfer such offered securities to each
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<PAGE>
proposed transferee and the proposed time of payment and other
relevant terms of the proposed sale. Certain other information shall
be included in the written notice if the proposed sale is to be
effected on the open market pursuant to Rule 144. The non-Selling
Stockholder shall have a right to purchase any portion of the
offered securities covered by the written notice unless (i) the
offered securities are to be sold in a private sale to one
purchaser, in which case the non-Selling Stockholder will only be
permitted to exercise this right of first refusal if it purchases
all of the offered securities, or (ii) the Selling Stockholder is
selling the offered securities through a registered offering and the
quantity of offered securities that the non-Selling Stockholder
proposes to purchase would, in the good faith opinion of the
managing underwriter, jeopardize the success of the offering. In
such a circumstance, the non-Selling Stockholder will only be
permitted to purchase either all of the offered securities or such
offered securities, if any, that would not, in the good faith
opinion of the managing underwriter, jeopardize the success of the
offering. If the non-Selling Stockholder has not elected to purchase
all or a portion, as applicable, of the offered securities pursuant
to this right of first refusal, the Selling Stockholder may transfer
the offered securities to the proposed transferee(s) under certain
terms and conditions as stated in the Stockholders' Agreement.
(d) PARTICIPATION RIGHTS. Subject to certain exceptions and
conditions, if from time to time, the percentage of Total Voting Power
(as defined in the Stockholders' Agreement) represented by the Voting
Power (as defined in the Stockholders' Agreement) of all Voting
Securities then owned, directly or indirectly, by a Stockholder (the
"Applicable Percentage") would be reduced as a result of any issuance
of Voting Securities by the Company or could be reduced as a result of
any issuance of Convertible Securities (as defined in the Stockholders'
Agreement), the Company shall notify the Stockholder in writing not
less than ten (10) business days prior to the proposed date of any such
issuance and shall offer to sell to the Stockholder (and if such offer
is accepted pursuant to the terms contained in the Stockholders'
Agreement, the Company shall sell to the Stockholder) that portion of
the Voting Securities or Convertible Securities to be issued which
would allow such Stockholder to maintain its then current Applicable
Percentage.
In connection with the Merger, a Registration Rights
Agreement, dated as of January 13, 1999 (the "Registration Rights Agreement"),
was entered into among CBS, DBC (DBC and CBS, each a "Stockholder" for purposes
thereof) and the Company. A summary of certain provisions contained in the
Registration Rights Agreement is set forth below:
(a) DEMAND REGISTRATION. If the Company shall receive at any
time after 180 days following the effective date of the registration
statement for the Company's initial public offering, a written request
from a Stockholder that the Company file a registration statement under
the Securities Act of 1933 covering the registration of Registrable
Securities (as defined in the Registration Rights Agreement) with a
reasonably anticipated aggregate price to the public of at least three
million dollars ($3,000,000), then the Company shall effect, as soon as
practicable, and in any event use its best efforts to effect within
sixty (60) days of such request, registration of all Registrable
Securities which the initiating Stockholder requests to be registered
and included in such registration, subject to limitations as stated in
the Registration Rights Agreement. With the approval of the Company,
which approval shall not be unreasonably withheld, the initiating
Stockholder may distribute the Registrable Securities by means of an
underwriting, but priority will be given to the initiating Stockholder
if the underwriter determines that market factors require a limitation
on the number of shares to be sold. The Company is obligated to effect
only two (2) such registrations for each Stockholder; HOWEVER, the
Company shall not be deemed to have effected such registration unless a
registration statement in respect thereof shall have been declared
effective by the Securities and Exchange Commission and
-11-
<PAGE>
remains effective for 120 days or such earlier time until all
Registrable Securities registered under such registration statement
have been sold (or withdrawn from such registration at the request
of the initiating Stockholder). The initiating Stockholder may
withdraw the request for registration at any time prior to the
effective date of the registration statement related to such
registration, subject to certain terms as stated in the Registration
Rights Agreement.
(b) PIGGYBACK REGISTRATIONS. Subject to certain exceptions, if
the Company proposes to register any of its securities in connection
with the public offering of such securities, the Company must provide
all holders of Registrable Securities with written notice thereof at
least thirty (30) days prior to filing any registration statement. Upon
the written request of any such holder given within twenty (20) days
after the receipt of such notice, the Company shall afford such holder
the opportunity to include in such registration statement all or any
part of the Registrable Securities then held by such holder; PROVIDED,
HOWEVER, that if the registration statement in connection with the
public offering is to be underwritten, the shares which the Company
proposes to sell will be given priority in the event that the
underwriter determines that market factors require a limitation on the
number of shares to be sold.
(c) FORM S-3 REGISTRATION. Subject to certain exceptions, at
any time, if a Stockholder requests that the Company effect a
registration on Form S-3, the Company must file and use its best
efforts to effect such registration and all such qualifications and
compliances as may be so requested and as would permit or facilitate
the sale and distribution of all or such portion of such Stockholder's
or its affiliates' Registrable Securities as are specified in such
request. The requesting Stockholder may withdraw the request for
registration at any time prior to the effective date of the
registration statement related to such registration, subject to certain
terms as stated in the Registration Rights Agreement.
(d) PAYMENT OF EXPENSES. All expenses incurred in connection
with a registration pursuant to exercise of the foregoing rights,
including without limitation all registration and qualification fees,
printers' and accounting fees, fees and disbursements of counsel for
the Company, and the reasonable fees and disbursements of one counsel
for the selling holders to be selected by the Selling Stockholder(s)
(but excluding underwriters' discounts and commissions), shall be borne
by the Company. Each holder participating in a registration pursuant to
the Registration Rights Agreement shall bear such holder's
proportionate share (based on the total number of shares sold in such
registration other than for the account of the Company) of all
discounts, commissions or other amounts payable to underwriters or
brokers in connection with such offering.
In connection with the formation of Marketwatch.com, LLC, DBC
agreed to loan Marketwatch.com, LLC, until October 2000, up to $5,000,000 at an
annual interest rate equal to The Chase Manhattan National Bank's prime rate
plus two percent (2%). On January 13, 1999, a Revolving Credit Agreement (the
"Credit Agreement"), was entered into between DBC and the Company in order to
evidence DBC's prior loan obligation. Under the Credit Agreement, DBC agreed to
loan the Company up to $5,000,000 through October 2000. The loan is unsecured
and bears interest at a rate equal to The Chase Manhattan National Bank's prime
rate plus two percent (2%) per annum and matures on October 29, 2000. The
previous borrowings by the Company from DBC were included as indebtedness
outstanding under the Credit Agreement. Pursuant to the Credit Agreement, a
Revolving Promissory Note was issued by the Company to DBC.
See the response to Item 3 regarding the Secured Promissory
Note and the Stock Pledge Agreement.
-12-
<PAGE>
See the response to Item 4 regarding the Stock Purchase
Agreement.
Except for the agreements described in the responses to
Items 3 and 4 and this Item 6, none of the Reporting Persons, nor, to the
best of their knowledge, any persons listed on Schedule B hereto has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person, with respect to any securities of the Company.
A copy of the each of the Contribution Agreement, the Stock
Purchase Agreement, the Stockholders' Agreement, the Registration Rights
Agreement, the Revolving Credit Agreement and the Revolving Promissory Note, the
Secured Promissory Note and the Stock Pledge Agreement have been filed as
exhibits hereto and are incorporated herein by reference. The foregoing
descriptions of the Secured Promissory Note, the Stock Pledge Agreement and the
Contribution Agreement in the response to Item 3, the Stock Purchase Agreement
in the response to Item 4 and the Stockholders' Agreement, the Registration
Rights Agreement, the Revolving Credit Agreement and the Revolving Promissory
Note in this response to Item 6 are qualified in their entirety by reference to
such agreements.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The following materials are filed as Exhibits to this Statement:
Exhibit A: Contribution Agreement, dated as of October 29, 1997, among
CBS Inc., Data Broadcasting Corporation and Marketwatch.com, LLC.*
Exhibit B: Stock Purchase Agreement, dated as of March 28, 2000, among
MarketWatch.com, Inc., Data Broadcasting Corporation and CBS Broadcasting
Inc.*
Exhibit C: Stockholders' Agreement, dated as of January 13, 1999, among
Marketwatch.com, LLC, MarketWatch.com, Inc., Data Broadcasting Corporation and
CBS Broadcasting Inc.*
Exhibit D: Registration Rights Agreement, dated as of January 13, 1999,
among MarketWatch.com, Inc., Data Broadcasting Corporation and CBS Broadcasting
Inc.*
Exhibit E: Revolving Credit Agreement, dated as of January 13, 1999,
between Data Broadcasting Corporation and MarketWatch.com, Inc., together with
Revolving Promissory Note, dated as of January 13, 1999, issued by
MarketWatch.com, Inc. in favor of Data Broadcasting Corporation.*
Exhibit F: Secured Promissory Note, dated as of May 4, 2000, issued by
Data Broadcasting Corporation in favor of Rycade Capital Corporation.
Exhibit G: Stock Pledge Agreement, dated as of May 4, 2000, between
Data Broadcasting Corporation and Rycade Capital Corporation.
- -----------------
*Previously Filed
-13-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: May 15, 2000
Pearson plc
By: /s/ Julia Casson
--------------------------------
Name: Julia Casson
Title: Company Secretary
Pearson Overseas Holdings Ltd.
By: /s/ D. H. Colville
--------------------------------
Name: D. H. Colville
Title: Director
Pearson Netherlands B.V.
By: /s/ D. H. Colville
--------------------------------
Name: D. H. Colville
Title: Director
Pearson AG
By: /s/ Peter Gill
--------------------------------
Name: Peter Gill
Title: Director
Pearson Inc.
By: /s/ Philip Hoffman
--------------------------------
Name: Philip Hoffman
Title: President
-14-
<PAGE>
Pearson Longman, Inc.
By: /s/ William Lincoln
--------------------------------
Name: William Lincoln
Title: President
Data Broadcasting Corporation
By: /s/ Steven G. Crane
--------------------------------
Name: Steven G. Crane
Title: Executive Vice President
and Chief Executive Officer
-15-
<PAGE>
<TABLE>
SCHEDULE B
PEARSON PLC
<CAPTION>
Name Position Principal Occupation/Business Address
- ---------------------------- ------------------------------- ----------------------------------------------------------------------
<S> <C> <C>
Lord Stevenson Chairman Director/Cloaca Maxima, 2nd Floor, 68 Pall Mall, London SW1Y SES
Marjorie M. Scardino Chief Executive Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE
David C. M. Bell Executive Director Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE
John C. Makinson Finance Director Finance Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE
Lord Burns Non-Executive Director Member of House of Lords/13 North Avenue, London W13 8AP
Gill M. Lewis Non-Executive Director Managing Partner/Heidrick & Struggles, 100 Picaddilly, London W1V
9FN
Reuben Mark Non-Executive Director Chairman and Chief Executive Officer/Colgate-Palmolive Co, 300 Park
Avenue, New York, NY 10022-7499
Vernon L. Sankey Non-Executive Director Director/67 Alma Road, Windsor, Berkshire SL4 3HD
Julia M. Casson Secretary Secretary/Pearson plc, 3 Burlington Gardens, London W1X 1LE
Rana Talwar Non-Executive Director Director/Standard Chartered Bank PLC, 1 Aldermanbury Square,
London EC2V 7SB
PEARSON OVERSEAS HOLDINGS LTD.
<CAPTION>
Name Position Principal Occupation/Business Address
- ---------------------------- ------------------------------- ----------------------------------------------------------------------
<S> <C> <C>
David H. Colville Director Chartered Accountant/Pearson plc, 3 Burlington Gardens, London W1X
1LE
John C. Makinson Director Finance Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE
Peter R. Gill Director Director, Financial Operations/Pearson plc, 3 Burlington Gardens,
London W1X 1LE
Stephen Jones Secretary Assistant Secretary/Pearson plc, 3 Burlington Gardens, London W1X 1LE
Marjorie M. Scardino Director Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE
Alan C. Miller Director Accountant/Pearson plc, 3 Burlington Gardens, London W1X 1LE
</TABLE>
-16-
<PAGE>
<TABLE>
PEARSON NETHERLANDS B.V.
<CAPTION>
Name Position Principal Occupation/Business Address
- -------------------------------------- --------------------- ----------------------------------------------------------------------
<S> <C> <C>
George F. Nicolai Director Director/MeesPierson Trust, Aert van Nesstraat 45, P.O. Box 548, 3000
AM Rotterdam
Jan Francis van der Drift Director Businessman/Leeteinde 20-22, 1151 AK Broek in Waterland, Holland
Matthieu van Sint Truiden Director Attorney/Nauta Dutilh, Postbus 7113, 1007 JC Amsterdam
David H. Colville Director Group Tax Director/Pearson plc, 3 Burlington Gardens, London W1X
1LE
PEARSON AG
<CAPTION>
Name Position Principal Occupation/Business Address
- -------------------------------------- --------------------- ----------------------------------------------------------------------
<S> <C> <C>
Peter R. Gill Chairman Director, Financial Operations/Pearson plc, 3 Burlington Gardens,
London W1X 1LE
Josef Grand Vice-Chairman Certified Public Accountant, Bundtacherstrasse 35, 8127 Forch,
Switzerland
Martin Frey Member Attorney/Baker & McKenzie, Zollikerstrasse 225, Postfach 57, 8034
Zurich
Philip J. Hoffman Member President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New
York, NY 10019
</TABLE>
-17-
<PAGE>
<TABLE>
PEARSON INC.
<CAPTION>
Name Position Principal Occupation/Business Address
- ---------------------------- -------------------------------------- ----------------------------------------------------------------
<S> <C> <C>
Philip J. Hoffman Director, President President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor,
New York, NY 10019
Randall Keller Director, Executive Vice President Head of Human Resource Dept./Pearson Inc., 1330 Avenue of the
- Human Resources Americas, 7th Floor, New York, NY 10019
John C. Makinson Director Finance Director/Pearson plc, 3 Burlington Gardens, London
W1X 1LE
Thomas Wharton Director, Vice President of Vice President of Taxation/Pearson Inc., 1330 Avenue of the
Taxation, Secretary Americas, 7th Floor, New York, NY 10019
Mike Fortini Vice President Vice President of Finance/Pearson Inc., 1330 Avenue of the
Americas, 7th Floor, New York, NY 10019
Shaheda Sayed Assistant Secretary Director of Taxation/Pearson Inc., 1330 Avenue of the Americas,
7th Floor, New York, NY 10019
Ken Lockhart Vice President of Real Estate Vice President of Real Estate/Pearson Inc., 1330 Avenue of the
Americas, 7th Floor, New York, NY 10019
Dick Koplitz Vice President of Global Vice President of Global Purchasing/Pearson Inc., 1330 Avenue
Purchasing of the Americas, 7th Floor, New York, NY 10019
Susan Costomiris Controller Controller/Pearson Inc., 1330 Avenue of the Americas, 7th Floor,
New York, NY 10019
PEARSON LONGMAN, INC.
<CAPTION>
Name Position Principal Occupation/Business Address
- ---------------------------- ------------------------------- ----------------------------------------------------------------------
<S> <C> <C>
William Lincoln President Vice President of Operations/Pearson Television North America,
2700 Colorado Ave., Suite 450, Santa Monica, CA 90404
Mark Nieker Treasurer President/Headland Digital Media, Inc.,
444 Spear Street, San Francisco, CA 94105
William Cowan Assistant Secretary Attorney/Cowan & Minetz,
180 N. LaSalle St., Suite 1922, Chicago, IL 60601
</TABLE>
-18-
<PAGE>
<TABLE>
DATA BROADCASTING CORPORATION
<CAPTION>
Name Position Principal Occupation/Business Address
- ---------------------------- ------------------------------- ----------------------------------------------------------------------
<S> <C> <C>
Stephen Hill Director and Chairman Chief Executive Officer/The Financial Times Group, 1 Southwark
Bridge, London SE1 9HL
Robert Berkley Director Executive Vice President and Chief Information Officer/Pearson
Technology Centre, 200 Old Tappan Road, Old Tappan, NJ 07675
Stuart J. Clark Director, President and President and Chief Executive Officer/Data Broadcasting Corporation,
Chief Executive Officer 22 Crosby Drive, Bedford, MA 01730
John Fallon Director Communications Director/Pearson plc, 3 Burlington Gardens, London
W1X 1LE
Dr. Donald P. Greenberg Director Professor/Cornell University, 109 Highgate Place, Ithaca, NY 14850
Alan J. Hirschfield Director Vice Chairman/J NET Enterprises, Inc., 3490 Clubhouse Drive, I-2
Wilson, WY 83014
Philip J. Hoffman Director President/Pearson Inc., 1330 Avenue of the Americas, New York, NY
10019
John C. Makinson Director Group Finance Director/Pearson plc, 3 Burlington Gardens, London
W1X 1LE
Carl Spielvogel Director President/Carl Spielvogel Associates, Inc., 1330 Avenue of the
Americas, New York, NY 10019
Allan R. Tessler Director Chief Executive Officer/J NET Enterprises, Inc., 3490 Clubhouse Drive,
I-2 Wilson, WY 83014
Steven G. Crane Executive Vice President Executive Vice President and Chief Financial Officer/Data Broadcasting
and Chief Financial Officer Corporation, 498 Seventh Avenue, 19th Floor, New York, NY 10018
Andrea H. Loew Vice President, General Vice President, General Counsel and Secretary/ Data Broadcasting
Counsel and Secretary Corporation, 22 Crosby Drive, Bedford, MA 01730
John King Chief Operating Officer Interactive Data Corporation/ 22 Crosby Drive, Bedford, MA 01730
</TABLE>
-19-
<PAGE>
EXHIBIT INDEX
The following materials are filed as Exhibits to this Statement:
Exhibit A: Contribution Agreement, dated as of October 29, 1997, among
CBS Inc., Data Broadcasting Corporation and Marketwatch.com, LLC.*
Exhibit B: Stock Purchase Agreement, dated as of March 28, 2000, among
MarketWatch.com, Inc., Data Broadcasting Corporation and CBS Broadcasting Inc.*
Exhibit C: Stockholders' Agreement, dated as of January 13, 1999, among
Marketwatch.com, LLC, MarketWatch.com, Inc., Data Broadcasting Corporation and
CBS Broadcasting Inc.*
Exhibit D: Registration Rights Agreement, dated as of January 13, 1999,
among MarketWatch.com, Inc., Data Broadcasting Corporation and CBS Broadcasting
Inc.*
Exhibit E: Revolving Credit Agreement, dated as of January 13, 1999,
between Data Broadcasting Corporation and MarketWatch.com, Inc., together with
Revolving Promissory Note, dated as of January 13, 1999, issued by
MarketWatch.com, Inc. in favor of Data Broadcasting Corporation.*
Exhibit F: Secured Promissory Note, dated as of May 4, 2000, issued by
Data Broadcasting Corporation in favor of Rycade Capital Corporation.
Exhibit G: Stock Pledge Agreement, dated as of May 4, 2000, between
Data Broadcasting Corporation and Rycade Capital Corporation.
- -----------------
*Previously Filed
-20-
<PAGE>
Exhibit 99.F
SECURED PROMISSORY NOTE
New York, New York
$15,000,000.00 May 4, 2000
IN CONSIDERATION of a loan made by Rycade Capital Corporation, a
Delaware corporation ("LENDER"), to the undersigned, Data Broadcasting
Corporation, a Delaware corporation ("MAKER"), in the amount of $15,000,000.00,
the Maker hereby unconditionally promises to pay to the order of Lender on
December 29, 2000 (the "MATURITY DATE "), in lawful money of the United States
of America and in immediately available funds, the principal amount of FIFTEEN
MILLION DOLLARS AND ZERO CENTS ($15,000,000.00) and hereby unconditionally
promises to pay to the order of the Lender on the last day of each Interest
Period (as defined below) all accrued and unpaid interest (to the extent
permitted by law) on the entire unpaid principal amount of this Note from time
to time outstanding calculated at the then applicable Interest Rate (as defined
below) compounded annually or, if less, the maximum legal rate of interest.
For purposes of this Note, the "INTEREST PERIOD" shall mean the
period commencing on either the date this Note is made or the last day of the
preceding Interest Period and ending on the numerically corresponding day (or if
there is no corresponding day, the last day) in the calendar month that is three
months thereafter; PROVIDED, HOWEVER, that (i) if any Interest Period would end
on a day which shall not be a business day, such Interest Period shall be
extended to the next succeeding business day, unless such next succeeding
business day would fall in the next calendar month, in which case, such Interest
Period shall end on the next preceding business day, (ii) interest shall accrue
from and including the first day of such Interest Period to but excluding the
last day of such Interest Period and (iii) the first interest period shall end
on June 30, 2000. For purposes of this Note, the "INTEREST RATE" shall mean a
rate per annum equal to the rate of interest, as determined by the Lender, at
which U.S. dollar deposits in an amount equal to the principal amount of the
Note shall be offered for a period equal to the Interest Period to prime banks
in the London interbank market at approximately 11 a.m. London time two business
days prior to the first day of the Interest Period as reflected on the LIBO page
of the Reuters Monitor Money Rate System or, if such information is not
available, from a similar service deemed comparable by the Lender, plus 150
basis points.
All payments hereunder shall be made at the principal office of
Lender, 444 Spear Street, Suite 200, San Francisco, California 94105, or at such
other place as Lender may, from time to time, designate.
The proceeds of this loan may only be used by Maker to purchase the
common stock, par value $.01 per share, of MarketWatch.com, Inc., a Delaware
corporation ("MARKETWATCH") pursuant to the terms of a Stock Purchase Agreement,
dated as of March 28, 2000, by and among MarketWatch, Maker and CBS Broadcasting
Inc. (as such agreement may be amended or modified from time to time, the "STOCK
PURCHASE AGREEMENT").
<PAGE>
Pursuant to the terms of a Stock Pledge Agreement of even date
herewith between Maker and Lender (as such agreement may be amended or modified
from time to time, the "PLEDGE AGREEMENT"), repayment of this Note is secured by
the pledge of 1,887,980 shares of the common stock, par value $.01 per share, of
MarketWatch (the "PLEDGED STOCK") as well as all proceeds of the Pledged Stock.
Lender shall be entitled to all of the benefits set forth in the Pledge
Agreement. Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to them in the Pledge Agreement.
This Note may be prepaid, in whole or in part, at any time by Maker
without premium or penalty; PROVIDED, HOWEVER, that if this Note is prepaid, any
such prepayment amount shall be applied first to all accrued and unpaid interest
and the remainder to the outstanding principal amount of this Note.
Except with Lender's prior written consent, until such time as all
obligations under this Note have been fully paid or discharged, Maker shall not
(a) permit any liens or security interests to attach to the Pledged Stock or (b)
directly or indirectly, sell, transfer, assign, hypothecate, pledge or otherwise
dispose of any Pledged Collateral or any interests therein, except for the
pledge and security interest created by the Pledge Agreement.
If any one or more Events of Default (as defined below) shall have
occurred and be continuing then, and in each and every such case, Lender may
declare the principal amount and the then accrued and unpaid interest thereon
under this Note to be immediately due and payable and thereupon, such amounts
shall become so due and payable without presentation, protest or further demand
or notice of any kind, all of which are hereby expressly waived, and Lender
shall be entitled to receive, to the extent lawful, reasonable attorneys' fees
for the collection of such amounts. Lender may also proceed to enforce payment
of all obligations of Maker and exercise any or all of the rights and remedies
afforded to Lender by the Uniform Commercial Code as in effect from time to time
in the State of New York (or as in effect from time to time in any and all other
applicable jurisdictions), under the Pledge Agreement or otherwise. For the
purposes of this Note, "Events of Default" shall mean (a) if payment of the
principal amount of and accrued interest on this Note or any other sums due
under this Note (whether at maturity or by acceleration or otherwise) is not
paid when due and remains unpaid five (5) days after Maker receives notice of
such failure to pay, or if Maker, for any reason, shall default or be in default
in payment of any other indebtedness or financial obligation owing to Lender and
such default shall continue unremedied for five (5) days after Maker receives
notice of such default; and (b) if default shall be made in the performance or
observance of any material covenant, agreement or provision to be performed or
observed by Maker under this Note, the Pledge Agreement, any other instrument or
document evidencing indebtedness or financial obligations greater than $10,000
owing by Maker to any party or the Stock Purchase Agreement, which default is
continuing on the tenth day following written notice thereof to the Maker from
the Lender or if any representation or warranty made by Maker under any of the
foregoing shall not have been true and correct in any material respect when
made; and (c) if Maker shall (i)
<PAGE>
admit in writing its inability to pay its debts as they become due; (ii) file a
petition in bankruptcy or for reorganization or for the adoption of an
arrangement under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, or an answer or other pleading admitting or
failing to deny the material allegations of such a petition or seeking,
consenting to or acquiescing in the relief therein provided; (iii) make a
general assignment for the benefit of its creditors; (iv) consent to the
appointment of a receiver, trustee, custodian or other similar official for all
or any substantial part of its property or to the filing of a petition against
it under said bankruptcy law; (v) be adjudicated a bankrupt; (vi) have entered
against it a court order appointing a receiver, trustee, custodian or other
similar official for all or any substantial part of its property, or approving a
filing in good faith of a petition filed against it under said bankruptcy law
(in both cases without its consent); PROVIDED, that such case, proceeding or
other action shall remain undismissed for a period of sixty (60) days; (vii)
allow the assumption of custody or sequestration by a court of competent
jurisdiction of all or any substantial part of its property; or (viii) permit an
attachment to be made on any substantial part of its property or assets.
No alteration, amendment or waiver of any provision of this Note,
made by agreement of the Maker hereof and any other person or party, shall
constitute a waiver of any provision hereof, or otherwise release or discharge
the liability of the Maker hereof. This Note may not be modified, terminated or
discharged, and no provision hereof may be waived, except by a written agreement
executed by the holder hereof. To the fullest extent permitted by law, the Maker
hereby waives presentment, demand for payment, notice of protest and all other
notices or demands of any kind respecting this Note.
Any notice, presentation or demand to or upon Maker in respect of
this Note may be given or made in writing and shall be deemed to be duly given
if delivered personally, by registered or certified mail, postage prepaid, or by
a nationally recognized overnight courier service to the address set forth in
the Pledge Agreement, or if any other address shall at any time be designated
for this purpose by Maker in writing to Lender, to such other address.
All questions concerning the construction, validity and
interpretation of this Note shall be governed and construed in accordance with
the domestic laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York.
If any term or provision of this Note shall be held invalid, illegal
or unenforceable, the validity of all other terms and provisions hereof shall in
no way be affected thereby.
This Note shall bind Maker and its successors and assigns, and shall
inure to the benefit of Lender and its successors and assigns.
[Signature Page to Follow]
<PAGE>
IN WITNESS WHEREOF, Maker has duly executed this Note on the day and
year first above written.
DATA BROADCASTING CORPORATION
By: /s/ Steven G. Crane
-------------------------------------
Name: Steven G. Crane
Title: Executive Vice President
and Chief Financial Officer
<PAGE>
Exhibit 99.G
STOCK PLEDGE AGREEMENT
STOCK PLEDGE AGREEMENT, dated as of May 4, 2000, by and between DATA
BROADCASTING CORPORATION, a Delaware corporation ("PLEDGOR"), and RYCADE CAPITAL
CORPORATION, a Delaware corporation (the "COMPANY").
WHEREAS, contemporaneously herewith (i) the Company is lending to
Pledgor FIFTEEN MILLION DOLLARS AND ZERO CENTS ($15,000,000), (ii) Pledgor is
issuing to the Company a secured promissory note (the "Note") in the aggregate
principal amount of FIFTEEN MILLION DOLLARS AND ZERO CENTS ($15,000,000) and
(iii) pursuant to the Stock Purchase Agreement, dated as of March 28, 2000, by
and among MarketWatch.com, Inc. ("MARKETWATCH"), Pledgor and CBS Broadcasting
Inc. (as such agreement may be amended or modified from time to time, the "STOCK
PURCHASE AGREEMENT"), MarketWatch is issuing to Pledgor 1,136,814 shares of
common stock, par value $.01 per share, of MarketWatch; and
WHEREAS, the Company requires Pledgor, and Pledgor is willing, as a
condition to the consummation of the transactions contemplated above, to pledge
to the Company the Pledged Stock (as defined herein) as security for the payment
and performance by Pledgor of all of the obligations of Pledgor now or hereafter
existing under the Note by delivering the Pledged Stock and by executing and
delivering this Agreement.
NOW, THEREFORE, in consideration of the mutual premises and
covenants herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. DEFINITIONS.
"PLEDGED STOCK" shall mean 1,887,980 shares of common stock, par
value $.01 per share, of MarketWatch.
"UNIFORM COMMERCIAL CODE" shall mean the Uniform Commercial Code of
the jurisdiction with respect to which such term is used, as in effect from time
to time.
2. PLEDGE AND GRANT OF SECURITY INTEREST.
As security for the prompt payment and full performance of all
obligations under the Note (the "SECURED OBLIGATIONS"), Pledgor hereby
transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over
and delivers unto the Company, and grants to the Company, a security interest
in, (a) the Pledged Stock, (b) all other property which may be delivered to and
held by the Company pursuant to the terms hereof, and (c) subject to Section 9
below, all proceeds of the Pledged Stock and of such other property, including,
without limitation, all dividends, cash, securities or other property at any
time and from time to time received, receivable or otherwise distributed or
distributable in respect of or in exchange for any of or all
<PAGE>
such stock or other property whether issued by MarketWatch or otherwise, whether
in connection with any tender offer, exchange offer, merger, recapitalization,
reorganization or otherwise (the "PROCEEDS") (the items referred to in clauses
(a) through (c) being collectively called the "PLEDGED COLLATERAL").
3. SECURITY FOR OBLIGATIONS.
This Agreement and the Pledged Collateral secure the prompt payment
and full performance when due of each and every one of, and all amounts that
constitute part of, the Secured Obligations of Pledgor.
4. DELIVERY OF PLEDGED COLLATERAL.
All certificates representing or evidencing the Pledged Stock shall
be delivered to and held by or on behalf of the Company pursuant hereto and
shall be accompanied by undated stock powers duly executed in blank (in the form
attached hereto as Exhibit A) or other instruments of transfer or assignment,
all in form and substance reasonably satisfactory to the Company, and by such
other instruments and documents as the Company may reasonably request. Pledgor
shall receive all Proceeds in respect or in trust for the Company and shall
forthwith upon receipt deliver to the Company such Proceeds, together with any
necessary endorsement; PROVIDED, however, any Proceeds comprised of dividends
and other distributions made in respect of the Pledged Stock shall be held in
trust and delivered only upon and during the continuance of an Event of Default.
5. REPRESENTATIONS AND WARRANTIES AND COVENANTS.
Pledgor hereby represents, warrants and covenants to and with the
Company that:
a. OBLIGATIONS; NO LIENS. Except for the security interest
granted to the Company pursuant to this Agreement and subject to the
Stockholders' Agreement, dated as of January 13, 1999, by and among CBS
Broadcasting Inc., MarketWatch, MarketWatch.com LLC and the Pledgor (as such
agreement may be amended or modified from time to time, the "STOCKHOLDERS'
AGREEMENT"), the Pledgor (i) is and will at all times continue to be the direct
owner, beneficially and of record, of the Pledged Collateral being pledged
hereunder, (ii) holds the Pledged Collateral being pledged hereunder free and
clear of all liens, charges, encumbrances and security interests of every kind
and nature, and (iii) subject to Section 9 below, will cause any and all Pledged
Collateral, whether for value paid by Pledgor or otherwise, to be forthwith
deposited with the Company and pledged or assigned hereunder;
b. LEGAL TITLE. The Pledgor (i) has good right and legal
authority to pledge the Pledged Collateral being pledged hereunder in the manner
hereby done or contemplated and (ii) will defend its title or interest thereto
or therein against any and all attachments, liens, claims, encumbrances,
security interests or other impediments of any nature, however arising, of all
persons whomsoever;
<PAGE>
c. NO CONSENTS. No consent or approval of any governmental
body or regulatory authority or any securities exchange was or is necessary to
the validity of the pledge effected hereby;
d. SECURITY INTEREST. By virtue of the execution and
delivery by Pledgor of this Agreement, when the certificates, stock powers,
instruments or other documents representing or evidencing the Pledged Collateral
are delivered to the Company in accordance with this Agreement, the Company will
obtain a valid lien upon and security interest in such Pledged Collateral as
security for the repayment of the Secured Obligations, prior to all other liens
and encumbrances thereon and security interests therein; and
e. RIGHTS. The pledge effected hereby is effective to vest
in the Company the rights of the Pledgor in the Pledged Collateral as set forth
herein.
6. ADDITIONAL COVENANTS.
a. TRANSFER AND OTHER LIENS. Except as otherwise required
under the Stockholders' Agreement, without the prior written consent of the
Company, Pledgor will not directly or indirectly, sell, transfer, assign,
hypothecate, pledge or otherwise dispose of any Pledged Collateral or any
interests therein, except for the pledge and security interest created by this
Agreement.
b. FURTHER ASSURANCES; CREATION AND PRESERVATION OF LIEN.
Pledgor will, at its expense, promptly execute, acknowledge and deliver all such
instruments and take all such actions as the Company, from time to time, may
request in order to ensure to the Company the benefits of the lien against the
Pledged Collateral intended to be created by this Agreement and to protect any
pledge or security interest granted or purported to be granted hereby or to
enable the Company to exercise and enforce its rights and remedies hereunder
with respect to the Pledged Collateral.
c. LEGENDS. Pledgor shall cause each certificate delivered
to the Company evidencing the Pledged Collateral to state that it is subject to
this Agreement.
7. PLEDGOR'S RIGHTS.
Until the occurrence of an Event of Default under the Note (an
"EVENT OF DEFAULT"), Pledgor shall be entitled to exercise all voting rights
pertaining to the Pledged Collateral. Upon and after the occurrence of such an
Event of Default, the Company or its nominee shall have the sole right to vote
any and all of the Pledged Collateral and give consents, waivers and
ratifications in respect thereof, and Pledgor shall deliver to the Company or
its nominee such proxies and other documents as the Company may request to
further effectuate the foregoing.
8. DEFAULTS AND REMEDIES.
<PAGE>
a. DEFAULTS AND REMEDIES. Upon the occurrence of an Event
of Default and during the continuance of such Event of Default, upon at least
ten (10) days' notice but without any other notice or demand, the Company
(through an agent or otherwise) is hereby authorized and empowered to transfer
and register in its name or in the name of its nominee the whole or any part of
the Pledged Collateral, to exercise the voting rights with respect thereto, and
to collect and receive all dividends and other distributions made thereon; and,
subject to the Company's Certificate of Incorporation, the Stockholders'
Agreement and other instruments and agreements relating to shares of the
Company's capital stock, to sell in one or more sales, after at least ten (10)
days' written notice which Pledgor agrees is reasonable notice within the
meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the
State of New York of the time and place of any public sale or of the time after
which a private sale is to take place, but without any advertisement, the whole
or any part of the Pledged Collateral and otherwise to act with respect to the
Pledged Collateral as though the Company were the outright owner thereof,
Pledgor hereby irrevocably constituting and appointing the Company as the proxy
and attorney-in-fact of Pledgor, with full power of substitution to do so;
PROVIDED, HOWEVER, the Company shall not have any duty to exercise any such
right or to preserve the same and shall not be liable for any failure to do so
or for any delay in doing so. The Company shall exercise reasonable care in
preserving the certificates representing the Pledged Collateral, but the Company
shall have no obligation to preserve the value of the Pledged Collateral. Any
sale of the Pledged Collateral shall be made for any consideration allowable
under all applicable laws, and the Company may be the purchaser of the whole or
any part of the Pledged Collateral so sold, and hold the same thereafter in its
own right free from any claim of Pledgor or any right of redemption. The Pledgor
and the Company agree that it would be considered fair to sell the Pledged Stock
at a per share price equal to the average closing price per share of the Pledged
Stock as reported on the Nasdaq Stock Market's National Market for the five days
prior to the occurrence of the Event of Default. Each sale shall be made to the
highest bidder, but the Company reserves the right to reject any and all bids at
such sale which, in its discretion, it shall deem inadequate. Demands of
performance, notices of sale, advertisements and the presence of property at
sale are hereby waived, and any sale hereunder may be conducted by an auctioneer
or any officer or agent of the Company.
b. SALE OF PLEDGED COLLATERAL. If, at the original time or
times appointed for the sale of the whole or any part of the Pledged Collateral,
the highest bid shall be inadequate to discharge in full all the Secured
Obligations if there be but one sale, or if the Pledged Collateral be offered
for sale in lots, if at any of such sales the highest bid for the lot offered
for sale would indicate to the Company, in its discretion, the unlikelihood of
the proceeds of the sales of the whole of the Pledged Collateral being
sufficient to discharge in full all of the Secured Obligations, the Company may,
on one or more occasions and in its discretion, postpone any of said sales by
public announcement at the time of sale or the time of previous postponement of
sale, and no other notice of such postponement or postponements of sale need be
given, any other notice being hereby waived.
c. PROCEEDS. In the event of any sales hereunder, the
Company shall, after deducting
<PAGE>
all costs and expenses of every kind (including reasonable attorneys' fees and
disbursements) for care, safekeeping, collection, sale, delivery or otherwise,
apply the residue of the proceeds of the sales to the payment or reduction,
either in whole or in part, of the Secured Obligations in accordance with
Section 9 and the agreements and instruments governing and evidencing such
Secured Obligations, returning the surplus, if any, to Pledgor.
d. PLEDGOR WAIVERS. Pledgor agrees that following the
occurrence and during the continuance of an Event of Default, it will not at any
time plead, claim or take the benefit of any appraisal, valuation, stay,
extension, moratorium or redemption law now or hereafter in force in order to
prevent or delay the enforcement of this Agreement, or the absolute sale of the
whole or any part of the Pledged Collateral or the possession thereof by any
purchaser at any sale hereunder, and Pledgor waives the benefit of all such laws
to the extent it lawfully may do so.
e. NON-INTERFERENCE. Pledgor agrees that it will not
interfere with any right, power or remedy of the Company provided for in this
Agreement or now or hereafter existing at law or in equity or by statute or
otherwise, or the exercise or beginning of the exercise by the Company of any
one or more of such rights, powers or remedies. No failure or delay on the part
of the Company to exercise any such right, power or remedy, and no notice or
demand which may be given to or made upon Pledgor by the Company with respect
thereto, shall operate as a waiver thereof, or limit or impair the Company's
right to take any action or to exercise any right, power or remedy hereunder,
without notice or demand, or prejudice its rights against Pledgor in any
respect.
f. UNENCUMBERED SHARES. The Company agrees, notwithstanding
any provision to the contrary set forth herein, that in connection with any
sale, transfer or other disposition by it of the Pledged Collateral in
accordance with this Section 8, the Company shall first remove its lien against
such Pledged Collateral so that the transferee of such Pledged Collateral is
acquiring, in accordance with this Section 8, such Pledged Collateral free and
clear of all liens, encumbrances and other restrictions or title defects.
9. APPLICATION OF PROCEEDS.
Any cash held by the Company as Pledged Collateral and all cash
proceeds received by the Company in respect of any sale of, liquidation of or
other realization upon all or any part of the Pledged Collateral shall be
applied by the Company as follows:
a. First, to the payment of the costs and expenses of such
sale, including reasonable fees and expenses of the Company's agents and
counsel, and all expenses, liabilities and advances made or incurred by the
Company in connection therewith;
b. Next, to the payment of that portion of the Secured
Obligations consisting of accrued and unpaid interest and fees;
c. Next, to the payment of that portion of the Secured
Obligations consisting of the
<PAGE>
unpaid remaining principal amounts; and
d. Finally, to the payment to Pledgor, or the successors or
assigns of Pledgor, or to whomsoever may be lawfully entitled to receive the
same or as a court of competent jurisdiction may direct, of any surplus then
remaining from such proceeds.
10. TERMINATION.
This Agreement shall terminate when all Secured Obligations have
been paid fully at which time the Company shall reassign and deliver to Pledgor,
or to such person or persons as Pledgor shall designate, against receipt, such
of the Pledged Collateral (if any) as shall not have been sold or otherwise
still be held by it hereunder, together with appropriate instruments of
reassignment and release; PROVIDED, HOWEVER, that all indemnities of Pledgor
contained in this Agreement shall survive and remain operative and in full force
and effect regardless of the termination of this Agreement. Any such
reassignment shall be without recourse to or warranty by the Company and at the
expense of Pledgor.
11. INDEMNIFICATION.
Pledgor agrees to indemnify and hold the Company harmless from and
against any and all taxes, liabilities, claims and damages, including reasonable
attorneys' fees and disbursements, and other expenses incurred or arising by
reason of the taking action by the Company, in good faith, to perfect or enforce
its rights hereunder, including any taxes payable in connection with the
delivery of any of the Pledged Collateral as provided herein. The liabilities of
Pledgor under this Section 11 shall survive the termination of this Agreement.
12. LIEN ABSOLUTE.
All rights of the Company hereunder, and all obligations of Pledgor
hereunder, shall be absolute and unconditional and shall remain in full force
and effect without regard to, and shall not be impaired or affected by, or
deemed to be satisfied by, nor shall Pledgor or any Pledged Collateral be
exonerated, discharged or released by, any of the following events:
a. The Company's exercise or enforcement of or failure or
delay in exercising or enforcing any legal proceedings to collect the Secured
Obligations or any power, right or remedy with respect to the Secured
Obligations, the Pledged Collateral or any other collateral held by the Company,
including any action or inaction of the Company to perfect, protect or enforce
any security interest in the Pledged Collateral or any other collateral, any
impairment or suspension of the Pledged Collateral or any other collateral, the
Company's compromise, exchange, release, settlement, amendment or waiver with or
of any other person, or the Pledged Collateral or any other collateral, or any
change in the time, manner or place of payment of, or in any other term of, all
or any part of the Secured Obligations, or any other amendment, impairment,
renunciation, cancellation, surrender, suspension or waiver of the Note, the
Stock Purchase Agreement or any other agreement, document or instrument
governing or evidencing any of the Secured
<PAGE>
Obligations;
b. Any insolvency, bankruptcy, reorganization, arrangement,
adjustment, composition or assignment for the benefit of creditors of the
Company or Pledgor, appointment of a receiver or trustee for all or any part of
the Company's or Pledgor's assets, or liquidation, winding-up or dissolution of
the Company;
c. Any invalidity, voidability, unenforceability or
irregularity, or future change to or amendment of, in whole or in part, the
Secured Obligations, the Note, the Stock Purchase Agreement, this Agreement or
any other agreements, documents or instruments governing or evidencing any of
the Secured Obligations;
d. Any merger, acquisition, consolidation or change in
structure of MarketWatch, or any sale, lease, transfer or other disposition of
any or all of the assets of MarketWatch;
e. Any assignment, endorsement or other transfer, in whole
or in part, of the Company's interest in the Secured Obligations, the Pledged
Collateral or any other collateral;
f. Any claim, defense, counterclaim or set-off, other than
that of prior performance, that Pledgor may have or assert, including, but not
limited to, any defense of incapacity, disability or lack of corporate or other
authority to execute any documents relating to the Secured Obligations, the
Pledged Collateral or any other collateral;
g. The Company's vote, claim, distribution, election,
acceptance, action or inaction in any bankruptcy or reorganization case related
to the Pledged Collateral or the Secured Obligations; or
h. Any cancellation, renunciation or surrender of any pledge or any
other debt instrument evidencing the Secured Obligations, other than the Note.
13. REINSTATEMENT.
This Agreement shall remain in full force and effect and continue to
be effective if at any time payment and performance of the Secured Obligations
of Pledgor, or any part thereof, is, pursuant to applicable law, avoided,
rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee of the Secured Obligations, whether as a "voidable preference,"
"fraudulent conveyance" or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is
avoided, rescinded, reduced, restored or returned, the Secured Obligations, as
the case may be, shall be reinstated and deemed reduced only by such amount paid
and not so avoided, rescinded, reduced, restored or returned.
14. MISCELLANEOUS.
<PAGE>
a. SURVIVAL. All representations, warranties and covenants
of Pledgor contained in this Agreement shall survive the execution, delivery and
performance of this Agreement until the termination of this Agreement pursuant
to Section 10 hereof.
b. USE OF AGENTS. The Company may execute any of its duties
hereunder by or through agents or employees and shall be entitled to advice of
counsel concerning all matters pertaining to its duties hereunder.
c. REIMBURSEMENT. Pledgor agrees to reimburse the Company
promptly for all expenses, including reasonable counsel fees, incurred by the
Company in connection with the enforcement of this Agreement.
d. LIMITATIONS ON LIABILITY. Neither the Company nor any of
its officers, directors, employees, agents or counsel shall be liable for any
action lawfully taken or omitted to be taken by it or them hereunder or in
connection herewith, except for its or their own gross negligence or willful
misconduct.
e. BINDING EFFECT. The representations and warranties of
each party to this Agreement shall be binding upon, and any action for a breach
thereof may be brought against, such party or its respective successors and
assigns.
f. AMENDMENT. This Agreement may be amended, modified or
supplemented only by a written instrument executed by or on behalf of each of
the parties hereto.
g. ENTIRE AGREEMENT. This Agreement, the Stock Purchase
Agreement and the Note supersede all prior discussions and agreements between
the parties with respect to the subject matter hereof and contain the sole and
entire agreement between the parties hereto with respect to the subject matter
hereof.
h. SEVERABILITY. The invalidity, illegality or
unenforceability of one or more of the provisions of this Agreement in any
jurisdiction shall not affect the validity, legality or enforceability of the
remainder of this Agreement in such jurisdiction or the validity, legality or
enforceability of this Agreement, including any such provision, in any other
jurisdiction, it being intended that all rights and obligations of the parties
hereunder shall be enforceable to the fullest extent permitted by law.
i. NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to be duly
given when delivered personally, by registered or certified mail postage
prepaid, or by a nationally recognized overnight courier service as follows:
(1) If to the Company:
Rycade Capital Corporation
<PAGE>
444 Spear Street, Suite 200
San Francisco, California 94105
Attention: Mark Nieker
(2) If to Pledgor:
Data Broadcasting Corporation
22 Crosby Drive
Bedford, Massachusetts 01730
Attention: Andrea H. Loew, Vice President
and General Counsel
Attention: Steven Crane, Executive Vice
President and Chief Financial
Officer
with a copy to:
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Attention: Charles E. Engros, Jr.
j. SECTION TITLES. The Section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.
k. GOVERNING LAW. All questions concerning the
construction, validity and interpretation of this Agreement and the exhibits
hereto will be governed by and construed in accordance with the domestic laws of
the State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York.
l. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which when taken together shall constitute one and the same agreement.
[SIGNATURE PAGE TO FOLLOW]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.
RYCADE CAPITAL CORPORATION
By: /s/ Mark Nieker
-------------------------------------
Name: Mark Nieker
Title: Treasurer
DATA BROADCASTING CORPORATION
By: /s/ Steven G. Crane
-------------------------------------
Name: Steven G. Crane
Title: Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT A
IRREVOCABLE STOCK POWER
For Value Received, _______________ hereby sells, assigns and transfers unto-
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
+--------------------------------------+
| |
+--------------------------------------+
- --------------------------------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER
______________________________________________ Shares represented by the within
Certificate, and does hereby irrevocably constitute and appoint
__________________________________Attorney to transfer the said Shares on the
books of the within named Corporation with full power of substitution in the
premises.
Dated
-------------------
By:
-------------------------------------
Name:
In the presence of
- ------------------------------
(Signature of Witness)
