<PAGE>
As filed with the Securities and Exchange Commission on August 25, 1997
Registration No. 333 - 4520
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
RACI HOLDING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0350929
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
870 REMINGTON DRIVE
P.O. BOX 700
MADISON, NORTH CAROLINA 27025-0700
(Address of Principal Executive Offices
including Zip Code)
RACI HOLDING, INC. DIRECTOR STOCK PURCHASE PLAN
(Full title of the Plan)
MARK A. LITTLE
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND CONTROLLER
REMINGTON ARMS COMPANY, INC.
870 REMINGTON DRIVE
P.O. BOX 700
MADISON, NORTH CAROLINA 27025-0700
(910) 548-8831
(Name, address and telephone number of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Proposed Proposed maximum
to Amount to be maximum offering aggregate offering Amount of
Plan Name be registered registered price per unit price registration fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
RACI Holding, Inc. Class A Common 12,500(1) $100.00(2) $1,250,000(2) $378.79
Director Stock Stock, par value
Purchase Plan $.01 per share
(the "Stock
Purchase Plan")
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Consists of shares of Class A Common Stock to be issued pursuant to the
Stock Purchase Plan. Such indeterminable number of additional shares as
may be issuable pursuant to the operation of the recapitalization
provisions of the Plan are hereby also registered.
(2) Determined pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee.
<PAGE>
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Incorporated by reference in this Registration Statement are the following
documents heretofore filed by RACI Holding, Inc., a Delaware corporation,
("Holding") and its wholly-owned subsidiary Remington Arms Company, Inc., a
Delaware corporation formerly known as RACI Acquisition Corporation ("Remington"
and together with Holding, the "Company"), with the Securities and Exchange Com
mission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):
(a) The latest prospectus filed in connection with the exchange offer
by Remington of Senior Subordinated Notes and Holding's Guarantee
thereof, forming a part of their Registration Statement on Form S-
4, as amended, Registration No. 333-4520-01, 333-4520 (the "Form
S-4"), pursuant to Section 10 of the Securities Act and Rule
424(b)(3) thereunder; and
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the Company's 1996 fiscal year.
All documents subsequently filed by Holding pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of the post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the dates of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
The following description of the Class A Common Stock of Holding, par
value $.01 per share (the "Class A Common Stock"), does not purport to be
complete and is qualified in its entirety by reference to applicable Delaware
law and to the provisions of Holding's Certificate of Incorporation and By-laws
and the Registration and Participation Agreement, dated as of November 30, 1993,
among Holding and The Clayton & Dubilier Private Equity Fund IV Limited
Partnership (the "Registration and Participation Agreement") and the director
stock subscription agreements (the "Stock Subscription Agreements") to be
entered into by and between Holding and each of the participants (the "Director
Investors") in the Stock Purchase Plan, in connection with the purchase of the
shares of Class A Common Stock being registered hereby. Copies
<PAGE>
of the Certificate of Incorporation and the By-laws have been filed as
exhibits hereto. Copies of the Registration and Participation Agreement and the
form of the Stock Subscription Agreement are filed as exhibits hereto.
Holding's authorized capital stock consists of 1,250,000 shares of
Class A Common Stock and 1,250,000 shares of Class B Common Stock, par value
$.01 per share (the "Class B Common Stock" and, together with the Class A Common
Stock, the "Common Stock"), which are identical to the Class A Common Stock
except as to voting and conversion rights.
Voting Rights
Each holder of shares of Class A Common Stock is entitled to one vote
per share on all matters to be voted on by stockholders. Holders of Class A
Common Stock are not entitled to cumulative votes in the election of directors.
Any director may be removed at any time, either for or without cause, upon the
affirmative vote of the holders of a majority of the outstanding shares of Class
A Common Stock.
Dividend Rights
The holders of Class A Common Stock are entitled to dividends and
other distributions if, as and when declared by the Board of Directors of
Holding out of assets legally available therefor, subject to restrictions set
forth in the financing agreements of Holding and its subsidiaries and
restrictions, if any, imposed by other indebtedness outstanding from time to
time. The holders of Class A Common Stock and Class B Common Stock are entitled
to equivalent per share dividends and distributions.
Other Rights
Upon the liquidation, dissolution or winding up of Holding, the
holders of shares of Class A Common Stock will be entitled to share pro rata (on
an equal basis with the holders of the Class B Common Stock) in the distribution
of all of Holding's assets remaining available for distribution after
satisfaction of all its liabilities. Except pursuant to the terms of the
Registration and Participation Agreement, the holders of Common Stock have no
preemptive or other subscription rights to purchase shares of Holding, nor are
they entitled to the benefits of any sinking fund provisions. No share of
Common Stock issued in connection with or outstanding prior to the date of this
offering is subject to any further call or assessment.
2
<PAGE>
The Registration and Participation Agreement gives certain holders of
Common Stock, including any holder of the Class A Common Stock being registered
hereby that is an accredited investor (as defined in Rule 501 of Regulation D
under the Securities Act), a right to purchase, under certain circumstances,
additional shares of Common Stock if additional shares are proposed to be issued
to the C&D Fund IV or any "affiliate" (as defined therein) of C&D Fund IV, on
the same terms and conditions as such issuance, such that such holder would have
the opportunity to hold the same percentage of shares of the Company's capital
stock (on a fully diluted basis) after giving effect to such issuance, as such
holder held immediately prior thereto.
Exchange Rights
Each record holder of Class A Common Stock is entitled to exchange any
or all of the shares of such holder's Class A Common Stock for the same number
of shares of Class B Common Stock, provided that no holder of Class A Common
--------
Stock is entitled to exchange any share or shares of Class A Common Stock unless
such holder or its affiliates would otherwise directly or indirectly own,
control or have power to vote a greater quantity of securities of any kind
issued by Holding than such holder and its affiliates are permitted to own,
control or have power to vote under any law, regulation, order, rule or other
requirement of any governmental authority at any time applicable to such holder
and its affiliates if such shares were not exchanged.
There are no shares of Class B Common Stock outstanding. Under
Holding's certificate of incorporation, however, each holder of record of Class
B Common Stock will be entitled to convert any or all of such shares into the
same number of shares of Class A Common Stock, provided that such conversion
--------
would not result in such holder and its affiliates, directly or indirectly,
owning, controlling or having the power to vote a greater quantity of securities
of any kind issued by Holding than such holder and its affiliates are permitted
to own, control or have the power to vote under applicable laws, rules,
regulations, orders or other requirement of any governmental authority at any
time applicable to such holders and its affiliates.
Transfer Agent and Registrar
Holding shall initially serve as the transfer agent and registrar for
the shares of Common Stock.
3
<PAGE>
Transfer Restrictions
The shares of Class A Common Stock being registered hereunder will not
be transferable prior to an initial public offering of the Class A Common Stock
led by one or more underwriters (a "Public Offering") except pursuant to the
terms of the Stock Subscription Agreements and the Registration and
Participation Agreement.
Pursuant to the Stock Subscription Agreements, Holding and C&D Fund IV
will have successive rights of first refusal in the event that, prior to a
Public Offering, a holder of any of the shares of Class A Common Stock being
registered hereby proposes to transfer any such shares to any person.
The Registration and Participation Agreement entitles holders of
"registrable securities" (as defined therein and including, for this purpose,
the shares of Class A Common Stock being registered hereby) to participate
proportionately in certain "qualifying sales" of Common Stock by C&D Fund IV.
Subject to certain qualifications, "qualifying sales" are generally sales of
Common Stock to a third party in a private transaction.
The Registration and Participation Agreement also provides that, in
the event Holding files a registration statement under the Securities Act with
respect to a public offering, the parties thereto and the other beneficiaries
thereof, including the holders of the shares of Class A Common Stock being
registered hereby, will not effect any public sale (including a sale under Rule
144 of the Securities Act) or distribution of any shares of Common Stock (other
than as part of such public offering) during the 20 days prior to and the 180
days after the effective date of such registration statement.
All of the currently outstanding Common Stock is bound by and entitled
to the benefits of the Registration and Participation Agreement. The
Registration and Participation Agreement may be amended or waived with the
written consent of the holder or holders of at least a majority of the shares of
"registrable securities" (as defined therein and including, for this purpose,
the shares of Class A Common Stock being registered hereby).
Take-Along Rights
The Stock Subscription Agreement provides that so long as the C&D Fund
IV holds a number of shares of the Common Stock equal to at least one-third of
the Common Stock originally purchased by the C&D Fund IV at the closing of the
acquisition by Remington of substantially all of the assets and business of
Sporting Goods Properties, Inc. ("Sporting Goods"), and certain related assets
of Sporting
4
<PAGE>
Goods' parent E.I. du Pont de Nemours and Company, if the C&D Fund IV elects to
sell all of its shares of Common Stock to a third party, the Director Investors
will be obligated to sell all of their shares to the third party. The Director
Investors will be required to sell their Shares on the same terms and at the
same price as the C&D Fund IV.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Class A Common Stock will be passed upon
for Holding by Debevoise & Plimpton, 875 Third Avenue, New York, New York 10022.
Debevoise & Plimpton also acts and may hereafter act as counsel to Holding and
its affiliates and as counsel to Clayton, Dubilier and Rice, Inc. ("CD&R"), a
Delaware corporation and private investment firm that manages C&D Fund IV, the
sole stockholder of Holding, and affiliates of CD&R and C&D Fund IV. Franci J.
Blassberg, Esq., a member of Debevoise & Plimpton, is married to Joseph L. Rice,
III, who is a general partner of Fund IV and a director of Holding.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") empowers a Delaware corporation to indemnify any persons who are,
or are threatened to be made, parties to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such officer, director, employee or agent acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the corporation's best inter
ests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers, directors
and employees in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer, director, employee or agent is adjudged to be liable to
the corporation in the performance of his duty. Where an officer, director or
employee is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.
5
<PAGE>
Article VI of Holding's By-Laws provides for indemnification by
Holding of its directors, officers and employees to the full extent permitted by
the DGCL. Pursuant to Section 145 of the DGCL, Holding has purchased insurance
on behalf of its present and former directors, officers and employees against
any liability asserted against or incurred by them in such capacity or arising
out of their status as such.
Holding and Remington (the "Indemnifying Parties") have entered into
an Indemnification Agreement with CD&R and C&D Fund IV (together with any other
investment vehicle managed by CD&R, the "C&D Fund"). Under the Indemnification
Agreement, the Indemnitees are CD&R, the C&D Fund, Clayton & Dubilier Associates
IV Limited Partnership and their respective directors, officers, partners,
employees, agents, advisors, representatives and controlling persons (within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"))
and each other person who is or becomes a director or an officer of Holding or
Remington.
Pursuant to the Indemnification Agreement, the Indemnifying Parties
have agreed to indemnify the Indemnitees (i) from and against all Obligations
-
(defined as "collectively, any and all claims, obligations, liabilities, causes
of actions, actions, suits, proceedings, investigations, judgments, decrees,
losses, damages, fees, costs and expenses (including without limitation
interest, penalties and fees and disbursements of attorneys, accountants,
investment bankers and other professional advisors)), whether incurred with
respect to third parties or otherwise, in any way resulting from, arising out of
or in connection with, based upon or relating to (A) the Securities Act, the
-
Exchange Act, or any other applicable securities or other laws, in connection
with any offering of securities by Holding or Remington, any Related Document
(defined as "any agreement, certificate, instrument or other document to which
Holding or Remington may be a party or by which it or any of its properties or
assets may be bound or affected from time to time relating in any way to any
offering of securities by Remington or Holding or any of the transactions
contemplated thereby, including without limitation, in each case as the same may
be amended, modified, waived or supplemented from time to time") or any of the
transactions contemplated thereby, (B); any other action or failure to act of
-
Holding, the Company, or any of their predecessors, whether such action or
failure has occurred or is yet to occur or (C) except in cases of gross
-
negligence or intentional misconduct by CD&R, the performance by CD&R of
management consulting, monitoring, financial advisory or other services for
Holding or the Company; and (ii) to the fullest extent permitted by Delaware
--
law, from and against any and all Obligations in any way resulting from, arising
out of or in connection with, based upon or relating to (A) the fact that such
-
Indemnitee is or was a director or an officer of Remington or Holding, as the
case may be, or is or was serving at the request of such corporation as a
director, officer,
6
<PAGE>
employee or agent of or advisor or consultant to another corporation,
partnership, joint venture, trust or other enterprise or (B) any breach or
-
alleged breach by such Indemnitee of his or her fiduciary duty as a director or
an officer of Holding or Remington, as the case may be.
In addition, the Indemnifying Parties have agreed to indemnify, defend
and hold harmless each Indemnitee from and against any and all Obligations
resulting from, arising out of or in connection with, based upon or relating to
liabilities under the Securities Act, the Exchange Act or any other applicable
securities or other laws, rules or regulations in connection with (i) the
-
inaccuracy or breach of or default under any representation, warranty, covenant
or agreement in any Related Document, (ii) any untrue statement or alleged
--
untrue statement of a material fact contained in any Related Document or (iii)
---
any omission or alleged omission to state in any Related Document a material
fact required to be stated therein or necessary to make the statements therein
not misleading. Notwithstanding the foregoing, neither Remington or Holding is
obligated to defend such Indemnitee from and against any such Obligation to the
extent that such Obligation arises out of or is based upon an untrue statement
or omission made in such Related Document in reliance upon and in conformity
with written information furnished to Remington or Holding, as the case may be,
in an instrument duly executed by such Indemnitee and specifically stating that
it is for use in the preparation of such Related Document.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on pages 12 through 14.
7
<PAGE>
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act, unless the information is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this
Registration Statement;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement, unless the information is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Subsequent Exchange Act Documents. The undersigned Registrant
---------------------------------
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated
8
<PAGE>
by reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Indemnification. Insofar as indemnification for liabilities
---------------
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
9
<PAGE>
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Madison, State of North Carolina, on the 22nd
day of August, 1997.
RACI HOLDING, INC.
By:/s/ Hubbard C. Howe
----------------------
Hubbard C. Howe
Chairman, Chief
Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Hubbard C. Howe Chairman, Chief August 22 1997
- ------------------------------ Executive Officer and
Hubbard C. Howe Director
/s/ Thomas L. Millner President, Chief August 22, 1997
- ------------------------------ Operating
Thomas L. Millner Officer and Director
/s/ Mark A. Little Vice President, Chief August 22, 1997
- ------------------------------ Financial Officer and
Mark A. Little Controller
(Principal Financial and
Accounting Officer)
10
<PAGE>
/s/ Stephen D. Bechtel, Jr.*
- ------------------------------ Director August 22, 1997
Stephen D. Bechtel, Jr.
/s/ Bobby R. Brown* Director August 22, 1997
- ------------------------------
Bobby R. Brown
/s/ Richard C. Dresdale* Director August 22, 1997
- ------------------------------
Richard C. Dresdale
/s/ Richard A. Gilleland* Director August 22, 1997
- ------------------------------
Richard A. Gilleland
/s/ Richard E. Heckert* Director August 22, 1997
- ------------------------------
Richard E. Heckert
/s/ Leon J. Hendrix, Jr.* Director August 22, 1997
- ------------------------------
Leon J. Hendrix, Jr.
/s/ Joseph L. Rice, III* Director August 22, 1997
- ------------------------------
Joseph L. Rice, III
/s/ H. Norman Schwarzkopf* Director August 22, 1997
- ------------------------------
H. Norman Schwarzkopf
*By: /s/ Samuel G. Grecco Attorney-in-fact August 22, 1997
- ------------------------------
Samuel G. Grecco
11
<PAGE>
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- --------------------------------------------------------------------------------------------
<C> <S> <C>
4.1 Form of Director Stock Subscription Agreement between
Holding and the purchasers named therein (filed as an Exhibit
hereto).
4.2 Form of Director Stock Purchase Plan between Holding and
the parties named therein (filed as an Exhibit hereto).
4.3 Registration and Participation Agreement, between Holding
and C&D Fund IV, dated as of November 30, 1993 (filed as
an Exhibit hereto).
4.4 By-Laws of Holding (incorporated herein by reference to
Exhibit 3.2 to the Form S-4).
4.5 Certificate of Incorporation of Holding (incorporated herein
by reference to Exhibit 3.1 to the Form S-4).
4.6 Credit Agreement, dated as of November 30, 1993, among
Remington, the lenders named therein, The Chase Manhattan
Bank, N.A., Chemical Bank ("Chemical") and Union Bank of
Switzerland, as co-agents, and Chemical, as administrative
agent (incorporated herein by reference to Exhibit 4.4 to the
Form S-4).
4.7 First Amendment, dated as of September 29, 1995, to the
Credit Agreement referred to as Exhibit 4.6 above
(incorporated herein by reference to Exhibit 4.5 to the Form
S-4).
4.8 Second Amendment, dated as of March 29, 1996, to the
Credit Agreement referred to as Exhibit 4.6 above
(incorporated herein by reference to Exhibit 4.6 to the Form
S-4).
4.9 Third Amendment, dated as of June 28, 1996, to the Credit
Agreement referred to as Exhibit 4.6 above (incorporated
herein by reference to Exhibit 4.7 to the Form S-4).
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- --------------------------------------------------------------------------------------------
<C> <S> <C>
4.10 Fourth Amendment, dated as of December 30, 1996, to the
Credit Agreement referred to as Exhibit 4.6 above
(incorporated herein by reference to Exhibit 4.8 to the Form
S-4).
4.11 Indenture, dated as of November 30, 1993, among
Remington, First Trust National Association, Holding, as
Guarantor, and First Trust National Association, as Trustee,
relating to the 9 1/2% Senior Subordinated Notes due 2003 of
Remington (incorporated herein by reference to Exhibit 4.1 to
the Form S-4).
4.12 Specimen of Class A Common Stock Certificate, par value
$.01 per share (filed as an exhibit hereto).
4.13 Holding Stock Pledge Agreement, dated as of November 30,
1993, between Holding and the Administrative Agent (in
corporated herein by reference to Exhibit 4.13 to the Form S-4).
4.14 RACI Holding, Inc. 1994 Directors' Stock Plan, adopted on
June 2, 1994 (incorporated herein by reference to
Exhibit 10.22 to the Form S-4).
4.15 RACI Holding, Inc. Stock Purchase Plan, adopted on June 2,
1994 (incorporated herein by reference to Exhibit 10.23 to the
Form S-4).
4.16 Amended and Restated RACI Holding, Inc. Stock Option
Plan, adopted as of July 17, 1995 (incorporated herein by
reference to Exhibit 10.24 to the Form S-4).
4.17 Amendment No.1, effective as of July 22, 1996, to the
Amended and Restated RACI Holding, Inc. Stock Option
Plan referred to in Exhibit 4.19 above (incorporated herein by
reference to Exhibit 10.25 to the Form S-4).
4.18 RACI Holding, Inc. Director Stock Option Plan, adopted on
July 22, 1996 (incorporated herein by reference to Exhib
it 10.27 to the Form S-4).
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- --------------------------------------------------------------------------------------------
<C> <S> <C>
5 Opinion of Debevoise & Plimpton (filed as an Exhibit hereto).
23.1 Consent of Coopers & Lybrand L.L.P. (filed as an Exhibit
hereto).
24 Powers of Attorney (filed as Exhibits hereto).
</TABLE>
14
<PAGE>
EXHIBIT 4.1
DIRECTOR STOCK SUBSCRIPTION AGREEMENT
-------------------------------------
STOCK SUBSCRIPTION AGREEMENT, dated as of _____ __, 1997 (the "Agreement"),
---------
between RACI Holding, Inc., a Delaware corporation ("Holding"), and the
-------
Purchaser whose name appears on the signature page hereof (the "Purchaser").
---------
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, on December 1, 1993, Remington Arms Company, Inc., a Delaware
corporation formerly named RACI Acquisition Corporation, and a wholly-owned
subsidiary of Holding, acquired (the "Acquisition") substantially all the assets
-----------
and business of Sporting Goods Properties, Inc., formerly named Remington Arms
Company, Inc. ("Sporting Goods"), and certain related assets of Sporting Goods'
-------- -----
parent E. I. du Pont de Nemours and Company;
WHEREAS, pursuant to Holding's Director Stock Purchase Plan (the "Plan"),
the Board of Directors of Holding (the "Board") has authorized Holding to offer
the Purchaser the opportunity to purchase 2,500 shares of Class A Common Stock,
par value $.01 per share ("Common Stock"), of Holding (each a "Share" and,
-----
collectively, the "Shares"), at a price of $100.00 per share;
------
WHEREAS, the Purchaser desires to subscribe for and purchase from Holding
all of such Shares;
WHEREAS, the terms of the offering of the Shares of Common Stock being made
as of the date hereof are set forth in an Offering Prospectus dated ____ __,
1997 (the "Offering Prospectus"), a copy which has been furnished to the
-------- ----------
Purchaser by Holding; and
WHEREAS, Holding desires to sell to the Purchaser and the Purchaser desires
to purchase from Holding the Shares, on the terms and subject to the conditions
set forth herein;
NOW, THEREFORE, to implement the foregoing and in consideration of the
mutual agreements contained herein, the parties hereto hereby agree as follows:
1. Purchase and Sale of Common Stock.
---------------------------------
(a) Purchase of Common Stock. Subject to all of the terms and conditions
------------------------
of this Agreement, the Purchaser hereby subscribes for and shall purchase and
Holding shall
<PAGE>
sell to the Purchaser, the Shares, at a purchase price of $100.00 per Share, at
the Closing referred to in Section 2(a) hereof. Notwithstanding anything in
this Agreement to the contrary, Holding shall have no obligation to sell any
shares of Common Stock to any person who is a resident of a jurisdiction in
which the sale of Common Stock to such person would constitute a violation of
the securities, "blue sky" or other laws of such jurisdiction.
(b) Consideration. Subject to all of the terms and conditions of this
-------------
Agreement, the Purchaser shall deliver to Holding at the Closing referred to
in Section 2(a) hereof, immediately available funds in the amount of $250,000.
2. Closing.
-------
(a) Time and Place. Except as otherwise mutually agreed by Holding and
--------------
the Purchaser, the closing (the "Closing") of the transaction contemplated by
-------
this Agreement shall be held at the offices of Debevoise & Plimpton, 875 Third
Avenue, New York, New York at 10:00 a.m. (New York time) on or about ____ __,
1997.
(b) Delivery by Holding. At the Closing, Holding shall deliver to the
-------------------
Purchaser a stock certificate registered in such Purchaser's name and
representing the Shares, which certificate shall bear the legends set forth in
Section 3(b) hereof.
(c) Delivery by the Purchaser. At the Closing, the Purchaser shall
-------------------------
deliver to Holding the consideration referred to in Section 1(b) hereof.
3. Purchaser's Representations, Warranties and Covenants.
-----------------------------------------------------
(a) Investment Intention. The Purchaser represents and warrants that the
--------------------
Purchaser is acquiring the Shares solely for the Purchaser's own account for
investment and not with a view to or for sale in connection with any
distribution thereof. The Purchaser agrees that the Purchaser will not,
directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise
dispose of any of the Shares (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of any Shares), except in compliance with
the Securities Act of 1933, as amended (the "Securities Act"), and the rules
---------------
and regulations of the Securities and Exchange Commission (the "Commission")
----------
thereunder,
2
<PAGE>
and in compliance with applicable state securities or "blue sky" laws and
foreign securities laws, if any. The Purchaser further understands,
acknowledges and agrees that none of the Shares may be transferred, sold,
pledged, hypothecated or otherwise disposed of (i) unless any transferee of the
-
Purchaser shall have agreed in writing, pursuant to an instrument of assumption
satisfactory in form and substance to Holding, to make the representations and
warranties set forth in Section 3 hereof, other than Section 3(f), and to be
bound by the provisions of Sections 3 through 5 hereof, inclusive, (ii) unless
--
(A) such disposition is pursuant to an effective registration statement under
-
the Securities Act, (B) the Purchaser shall have delivered to Holding an opinion
-
of counsel, which opinion and counsel shall be reasonably satisfactory to
Holding, to the effect that the Purchaser is not an "affiliate" of Holding
within the meaning of Rule 405 promulgated under the Securities Act ("Rule 405")
--------
or, if the Purchaser is an affiliate within the meaning of Rule 405, to the
effect that such disposition is exempt from the provisions of Section 5 of the
Securities Act or (C) a no-action letter from the Commission, reasonably
-
satisfactory to Holding, shall have been obtained with respect to such
disposition and (iii) unless such disposition is pursuant to registration under
---
any applicable state or foreign securities laws or an exemption therefrom.
(b) Legends. The Purchaser acknowledges that the certificate or
-------
certificates representing the Shares shall bear the following legends:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
PROVISIONS OF A STOCK SUBSCRIPTION AGREEMENT, DATED AS OF [_________,
1997], AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE
ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE PROVI-
SIONS OF SUCH STOCK SUBSCRIPTION AGREEMENT, AS THE SAME MAY BE AMENDED FROM
TIME TO TIME, A COPY OF THE CURRENT FORM OF WHICH IS ON FILE WITH THE
SECRETARY OF HOLDING. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
ENTITLED TO THE BENEFITS OF AND ARE BOUND BY THE OBLIGATIONS SET FORTH IN A
REGISTRATION AND PARTICIPATION AGREEMENT, DATED AS OF NOVEMBER 30, 1993,
AMONG HOLDING AND CERTAIN STOCKHOLDERS OF HOLDING, AS THE SAME MAY BE
AMENDED FROM TIME TO TIME, A COPY OF THE CURRENT FORM OF WHICH IS ON FILE
WITH THE SECRETARY OF HOLDING."
3
<PAGE>
"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED,
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (i) UNLESS ANY
-
TRANSFEREE OF THE HOLDER HEREOF SHALL HAVE AGREED IN WRITING TO MAKE THE
REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 3 OF THE STOCK
SUBSCRIPTION AGREEMENT AND TO BE BOUND BY THE PROVISIONS OF SECTIONS 3
THROUGH 5, INCLUSIVE, OF SUCH STOCK SUBSCRIPTION AGREEMENT, (ii) UNLESS (A)
-- -
SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, (B) THE HOLDER HEREOF SHALL HAVE
-
DELIVERED TO HOLDING AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL
BE REASONABLY SATISFACTORY TO HOLDING, TO THE EFFECT THAT THE HOLDER IS NOT
AN AFFILIATE OF HOLDING OR, IF THE HOLDER IS AN AFFILIATE, TO THE EFFECT
THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH
ACT OR (C) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION,
-
REASONABLY SATISFACTORY TO HOLDING, SHALL HAVE BEEN OBTAINED WITH RESPECT
TO SUCH DISPOSITION AND (iii) SUCH DISPOSITION IS PURSUANT TO REGISTRATION
---
UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. IF
THE HOLDER HEREOF IS A CITIZEN OR RESIDENT OF ANY JURISDICTION OTHER THAN
THE UNITED STATES, OR SUCH HOLDER DESIRES TO EFFECT ANY TRANSFER IN ANY
SUCH JURISDICTION, THEN, IN ADDITION TO THE FOREGOING, COUNSEL FOR SUCH
HOLDER (WHICH COUNSEL SHALL BE REASONABLY SATISFACTORY TO HOLDING) SHALL
HAVE FURNISHED HOLDING WITH AN OPINION OR OTHER ADVICE REASONABLY
SATISFACTORY TO HOLDING TO THE EFFECT THAT SUCH TRANSFER WILL COMPLY WITH
THE SECURITIES LAWS OF SUCH JURISDICTION."
(c) Securities Law Matters. The Purchaser acknowledges receipt of
----------------------
advice from Holding that (i) the offer and sale of the Shares hereby have been
-
registered on Form S-8 under the Securities Act but have not been qualified
under any state securities or "blue sky" laws or foreign securities laws, (ii)
--
the resale of the Shares by persons who are affiliates of Holding, within the
meaning of Rule 405, has not been registered under the Securities Act or
qualified under any state securities or "blue sky" laws or foreign securities
laws, (iii) it is not anticipated that there will be any public market for the
---
Shares, (iv) the Shares must be held indefinitely and the Purchaser must
--
continue to bear the economic risk of the investment in the Shares unless there
is a public market for the Shares and
4
<PAGE>
the Shares are registered for resale under the Securities Act (to the extent
required under the Securities Act), and such state and foreign laws or an
exemption from registration is available, (v) while Rule 144 promulgated under
-
the Securities Act ("Rule 144") is presently available with respect to sales of
--------
the Shares, Holding has made no covenant to continue to make Rule 144 available,
(vi) when and if the Shares may be disposed of without registration in reliance
--
upon Rule 144, such disposition by an affiliate of Holding, within the meaning
of Rule 405, can be made only in limited amounts in accordance with the terms
and conditions of Rule 144, (vii) Holding does not plan to file reports with the
---
Commission or make public information concerning Holding available unless
required to do so by law or the terms of its financing agreements, (viii) if the
----
exemption afforded by Rule 144 is not available, sales of the Shares may be
difficult to effect because of the absence of public information concerning
Holding, (ix) a restrictive legend in the form heretofore set forth shall be
--
placed on the certificates representing the Shares and (x) a notation shall be
-
made in the appropriate records of Holding indicating that the Shares are
subject to restrictions on transfer set forth in this Agreement and, if Holding
should in the future engage the services of a stock transfer agent, appropriate
stop-transfer restrictions will be issued to such transfer agent with respect to
the Shares.
(d) Compliance with Rule 144. If any of the Shares are to be
------------------------
disposed of in accordance with Rule 144, the Purchaser shall transmit to Holding
an executed copy of Form 144 (if required by Rule 144) no later than the time
such form is required to be transmitted to the Commission for filing and such
other documentation as Holding may reasonably require to assure compliance with
Rule 144 in connection with such disposition.
(e) Ability to Bear Risk. The Purchaser represents and warrants
--------------------
that (i) the financial situation of the Purchaser is such that the Purchaser can
-
afford to bear the economic risk of holding the Shares for an indefinite period
and (ii) the Purchaser can afford to suffer the complete loss of the Purchaser's
--
investment in the Shares.
5
<PAGE>
(f) Access to Information. The Purchaser represents and warrants
---------------------
that (i) the Purchaser has received the Offering Prospectus, dated as of
-
__________, 1997, relating to this offering of the Shares and the Purchaser has
carefully reviewed such Prospectus and such other materials furnished to the
Purchaser in connection with the transaction contemplated hereby and (ii) the
--
Purchaser has been granted the opportunity to ask questions of, and receive
answers from, representatives of Holding concerning the terms and conditions of
the purchase of the Shares and to obtain any additional information that the
Purchaser deems necessary to verify the accuracy of the information contained in
such materials.
(g) Restrictions on Sale upon Public Offering. The Purchaser
-----------------------------------------
acknowledges and agrees that the Purchaser shall be entitled to the rights and
subject to the obligations created under the Registration and Participation
Agreement, dated as of November 30, 1993, among Holding and certain stockholders
of Holding, as the same may be amended from time to time (the "Registration and
----------------
Participation Agreement"), and the Shares shall be deemed to be "registrable
- -----------------------
securities," as defined in the Registration and Participation Agreement, in each
case, to the extent provided therein.
(h) Registration. The Purchaser acknowledges and agrees that, in the
------------
event that Holding files a registration statement under the Securities Act with
respect to an underwritten public offering of any shares of its capital stock
led by one or more underwriters at least one of which is an underwriter of
nationally recognized standing (a "Public Offering"), the Purchaser will not
------ --------
effect any public sale or distribution of any shares of the Common Stock (other
than as part of such underwritten public offering), including but not limited
to, pursuant to Rule 144 or Rule 144A under the Securities Act, during the 20
days prior to and the 180 days after the effective date of such registration
statement. The Purchaser further understands and acknowledges that any sale,
transfer or other disposition of the Shares by him following a public offering
will be subject to compliance with, and may be limited under, the federal
securities laws and/or state "blue sky" securities laws.
6
<PAGE>
4. Options of Holding and the C&D Fund Upon Proposed Disposition.
--------------------------------------------------------------
(a) Rights of First Refusal. If the Purchaser desires to accept an
-----------------------
offer (which must be in writing and for cash, be irrevocable by its terms for at
least 60 days and be a bona fide offer as determined in good faith by the Board)
from any prospective purchaser to purchase all or any part of the Shares at any
time owned by the Purchaser, the Purchaser shall give notice in writing to
Holding and The Clayton & Dubilier Private Equity Fund IV Limited Partnership, a
Connecticut limited partnership (together with any successor investment vehicle
managed by Clayton, Dubilier & Rice, Inc., the "C&D Fund") (i) designating the
-------- -
number of Shares proposed to be sold, (ii) naming the prospective purchaser of
--
such Shares and (iii) specifying the price (the "Offer Price") at and terms (the
--- ----- -----
"Offer Terms") upon which the Purchaser desires to sell the same. During the 30-
-----------
day period following receipt of such notice by Holding and the C&D Fund (the
"First Refusal Period"), Holding shall have the right to purchase from the
- ---------------------
Purchaser the Shares specified in such notice, at the Offer Price and on the
Offer Terms. Holding hereby undertakes to use rea sonable efforts to act as
promptly as practicable following such notice to determine whether it shall
elect to exercise such right. If Holding fails to exercise such rights within
the First Refusal Period, the C&D Fund shall have the right to purchase the
Shares specified in such notice, at the Offer Price and on the Offer Terms, at
any time during the period beginning at the earlier of (x) the end of the First
-
Refusal Period and (y) the date of receipt by the C&D Fund of written notice
-
that Holding has elected not to exercise its rights and ending 30 days
thereafter (the "Second Refusal Period"). The rights provided hereunder shall
------ ------- ------
be exercised by written notice to the Purchaser given at any time during the
applicable period. If such right is exercised, Holding or the C&D Fund, as the
case may be, shall deliver to the Purchaser, within the applicable Refusal
Period, a check for the Offer Price, payable to the order of the Purchaser,
against delivery of certificates or other instruments representing the Shares so
purchased, appropriately endorsed by the Purchaser. If such right shall not
have been exercised, including the delivery to the Purchaser of a check for the
Offer Price, prior to the expiration of the Second Refusal Period, then at any
time during the 30 days following the expiration of the Second Refusal Period,
the Purchaser may sell such Shares to (but only to) the intended purchaser named
in the Purchaser's notice to Holding and the C&D Fund at the Offer Price and on
7
<PAGE>
the Offer Terms specified in such notice, free of all restrictions or
obligations imposed by, and free of any rights or benefits set forth in, Section
4 of this Agreement, provided that such intended purchaser shall have agreed
--------
in writing, pursuant to an instrument of assumption satisfactory in substance
and form to Holding, to make and be bound by the representations, warranties and
covenants set forth in Section 3 hereof, other than those set forth in Sections
3(f), this Section 4 (as to any subsequent sale of the Shares) and Section 5
hereof.
(b) Public Offering. In the event that a Public Offering has been
---------------
consummated, neither Holding nor the C&D Fund shall have any rights to purchase
the Shares from the Purchaser pursuant to this Section 4 and this Section 4
shall not apply to a sale to the underwriters as part of a Public Offering.
5. Take-Along Rights.
-----------------
(a) Take-Along Notice. So long as the C&D Fund holds a number of
-----------------
shares of Common Stock equal to at least one-third of the Common Stock
originally purchased by the C&D Fund at the closing of the Acquisition, if the
C&D Fund intends to effect a sale of all of its shares of Common Stock to a
third party (a "100% Buyer") and elects to exercise its rights under this
----------
Section 5, the C&D Fund shall deliver written notice (a "Take-Along Notice") to
---------- ------
the Purchaser, which notice shall (a) state (i) that the C&D Fund wishes to
- -
exercise its rights under this Section 5 with respect to such transfer, (ii) the
--
name and address of the 100% Buyer, (iii) the per share amount and form of
---
consideration the C&D Fund proposes to receive for its shares of Common Stock
and (iv) the terms and conditions of payment of such consideration and all other
--
material terms and conditions of such transfer, (b) contain an offer (the
-
"Take-Along Offer") by the 100% Buyer to purchase from the Purchaser all of his
- -----------------
Shares on and subject to the same terms and conditions offered to the C&D Fund
and (c) state the anticipated time and place of the closing of the purchase and
-
sale of the shares (a "Section 5 Closing"), which (subject to such terms and
-----------------
conditions) shall occur not fewer than five (5) days nor more than ninety (90)
days after the date such Take-Along Notice is delivered, provided that if such
--------
Section 5 Closing shall not occur prior to the expiration of such 90-day
period, the C&D Fund shall be entitled to deliver additional Take-Along Notices
with respect to such Take-Along Offer.
8
<PAGE>
(b) Conditions to Take-Along. Upon delivery of a Take-Along Notice,
------------------------
the Purchaser shall have the obligation to transfer all of his Shares pursuant
to the Take-Along Offer, as the same may be modified from time to time, provided
--------
that the C&D Fund transfers all of its Shares to the 100% Buyer at the Section 5
Closing. Within 10 days of receipt of the Take-Along Notice, the Purchaser shall
(i) execute and deliver to the C&D Fund a power of attorney and a letter of
-
transmittal and custody agreement in favor of, and in form and substance
satisfactory to, the C&D Fund, constituting the C&D Fund, Clayton, Dubilier &
Rice, Inc. ("CD&R") or one or more of their respective affiliates designated by
----
the C&D Fund (the "Custodian"), the true and lawful attorney-in-fact and
---------
custodian for the Purchaser, with full power of substitution, and authorizing
the Custodian to take such actions as the Custodian may deem necessary or
appropriate to effect the sale and transfer of the Shares to the 100% Buyer,
upon receipt of the purchase price therefor at the Section 5 Closing, free and
clear of all security interests, liens, claims, encumbrances, charges, options,
restrictions on transfer, proxies and voting and other agreements of whatever
nature, and to take such other action as may be necessary or appropriate in
connection with such sale, including consenting to any amendments, waivers,
modifications or supplements to the terms of the sale (provided that the C&D
--------
Fund also so consents, and sells and transfers its shares of Common Stock on the
same terms as so amended, waived, modified or supplemented) and (ii) deliver to
--
the C&D Fund certificates representing the Shares, together with all necessary
duly executed stock powers.
(c) Remedies. The Purchaser acknowledges that the C&D Fund would be
--------
irreparably damaged in the event of a breach or a threatened breach by the
Purchaser of any of its obligations under this Section 5 and the Purchaser
agrees that, in the event of a breach or a threatened breach by the Purchaser of
any such obligation, the C&D Fund shall, in addition to any other rights and
remedies available to it in respect of such breach, be entitled to an injunction
from a court of competent jurisdiction granting it specific performance by the
Purchaser of its obligations under this Section 5. In the event that the C&D
Fund shall file suit to enforce the covenants contained in this Section 5 (or
obtain any other remedy in respect of any breach thereof), the prevailing party
in the suit shall be entitled to recover, in addition to all other damages to
which it may be entitled, the costs incurred by such party in conducting the
suit, including reasonable attorney's fees and expenses. In the event that,
following a breach or a threatened breach by
9
<PAGE>
the Purchaser of the provisions of this Section 5, the C&D Fund does not obtain
an injunction granting it specific performance of the Purchaser's obligations
under this Section 5 in connection with such proposed sale prior to the time the
C&D Fund completes the sale of its shares or, in its sole discretion, abandons
such sale, then Holding shall have the option to purchase the Shares from the
Purchaser at a purchase price per Share equal to the lesser of (i) the fair
-
market value of such Shares as of the date of the breach or threatened breach
that gives rise to the right to repurchase and (ii) the price at which the
--
Purchaser purchased such Shares from Holding.
(d) Public Offering. In the event that a Public Offering has been
---------------
consummated, the provisions of this Section 5 shall terminate and cease to have
further effect.
6. Representations and Warranties of Holding. Holding represents and
-----------------------------------------
warrants to the Purchaser that (a) Holding has been duly incorporated and is an
-
existing corporation in good standing under the laws of the State of Delaware,
(b) this Agreement has been duly authorized, executed and delivered by Holding
-
and constitutes a valid and legally binding obligation of Holding enforceable
against Holding in accordance with its terms and (c) the Shares, when issued,
-
delivered and paid for in accordance with the terms hereof, will be duly and
validly issued, fully paid and nonassessable, and free and clear of any liens or
encumbrances other than those created pursuant to this Agreement, or otherwise
in connection with the transactions contemplated hereby.
7. Covenants of Holding.
--------------------
(a) Rule 144. Holding agrees that at all times after it has filed a
--------
registration statement after the date hereof pursuant to the requirements of the
Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), relating to any class of equity securities of Holding
------------
(other than (i) the registration of equity securities of Holding and/or options
-
or interests in respect thereof to be offered primarily to directors and/or
members of management or employees, sales agents or similar representatives of
Holding, or any subsidiary of Holding, directors or senior executives of
corporations in which entities managed or sponsored by CD&R have made equity
investments and/or other persons with whom CD&R has consulting or other advisory
relationships, or (ii) the registration of equity securities and/or options or
--
10
<PAGE>
other interests in respect thereof solely on Form S-4 or S-8 or any successor
form), it will file the reports required to be filed by it under the Securities
Act and the Exchange Act and the rules and regulations adopted by the Commission
thereunder (or, if Holding is not required to file such reports, it will, upon
the request of the Purchaser, make publicly available such information as
necessary to permit sales pursuant to Rule 144 under the Securities Act), to the
extent required from time to time to enable the Purchaser to sell the Shares
without registration under the Securities Act within the limitation of the
exemptions provided by (i) Rule 144, as such Rule may be amended from time to
-
time, or (ii) any successor rule or regulation hereafter adopted by the
--
Commission.
(b) State Securities Laws. Holding agrees to use its best efforts to
---------------------
comply with all state securities or "blue sky" laws applicable to the sale of
the Shares to the Purchaser, provided that Holding shall not be obligated to
--------
qualify or register the Shares under any such law or to qualify as a foreign
corporation or file any consent to service of process under the laws of any
jurisdiction or subject itself to taxation as doing business in any such
jurisdiction.
8. Miscellaneous.
-------------
(a) Notices. All notices and other communications required or
-------
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been given if delivered personally or sent by certified or
express mail, return receipt requested, postage prepaid, or by any recognized
international equivalent of such mail delivery, to Holding or the Purchaser, as
the case may be, at the following addresses or to such other address as Holding
or the Purchaser, as the case may be, shall specify by notice to the others:
(i) if to Holding, to it at:
RACI Holding, Inc.
c/o Remington Arms Company, Inc.
870 Remington Drive
P.O. Box 700
Madison, North Carolina 27025-0700
Attention: Chairman
---------
11
<PAGE>
(ii) if to the Purchaser, to the Purchaser at the address set forth on
the signature page hereof.
All such notices and communications shall be deemed to have been received on the
date of delivery if delivered personally or on the third business day after the
mailing thereof. Copies of any notice or other communication given under this
Agreement shall also be given to:
Clayton, Dubilier & Rice, Inc.
375 Park Avenue
New York, New York 10152
Attention: Joseph L. Rice, III
---------
and
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attention: Franci J. Blassberg, Esq.
---------
The C&D Fund shall also be given a copy of any notice or other communication
between the Purchaser and Holding under this Agreement at its address as set
forth below:
The Clayton & Dubilier Private Equity
Fund IV Limited Partnership
270 Greenwich Avenue
Greenwich, Connecticut 06830
Attention: Clayton & Dubilier Associates
---------
IV Limited Partnership,
Joseph L. Rice, III
(b) Binding Effect; Benefits. This Agreement shall be binding upon
------------------------
the parties to this Agreement and their respective successors and assigns and
shall inure to the benefit of the parties to the Agreement, the C&D Fund and
their respective successors and assigns. Except as provided in Sections 4 and
5, nothing in this Agreement, express or implied, is intended or shall be
construed to give any person other than the parties to this Agreement, the C&D
Fund or their respective successors or assigns any legal or equitable right,
remedy or claim under or in respect of any agreement or any provision contained
herein.
(c) Waiver; Amendment.
-----------------
(i) Waiver. Any party hereto or beneficiary hereof may by written
------
notice to the other parties
12
<PAGE>
(A) extend the time for the performance of any of the obligations or other
-
actions of the other parties under this Agreement, (B) waive compliance
-
with any of the conditions or covenants of the other parties contained in
this Agreement and (C) waive or modify performance of any of the
-
obligations of the other parties under this Agreement, provided that any
--------
waiver of the provisions of Sections 4 and 5 must be consented to in
writing by the C&D Fund. Except as provided in the preceding sentence, no
action taken pursuant to this Agreement, including, without limitation, any
investigation by or on behalf of any party or beneficiary shall be deemed
to constitute a waiver by the party or beneficiary taking such action of
compliance with any representations, warranties, covenants or agreements
contained herein. The waiver by any party hereto or beneficiary hereof of
a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any preceding or succeeding breach and no failure
by a party to exercise any right or privilege hereunder shall be deemed a
waiver of such party's or beneficiary's rights or privileges hereunder or
shall be deemed a waiver of such party's or beneficiary's rights to
exercise the same at any subsequent time or times hereunder.
(ii) Amendment. This Agreement may not be amended, modified or
---------
supplemented orally, but only by a written instrument executed by the
Purchaser and Holding, and (in the case of any amendment, modification or
supplement to or affecting Section 4 or 5 hereof, or that adversely affects
the rights of the C&D Fund hereunder) consented to by the C&D Fund in
writing. The parties hereto acknowledge that Holding's consent to an
amendment or modification of this Agreement may be subject to the terms and
provisions of Holding's financing agreements.
(d) Assignability. Neither this Agreement nor any right, remedy,
-------------
obligation or liability arising hereunder or by reason hereof shall be
assignable by Holding or the Purchaser without the prior written consent of the
other parties and the C&D Fund. The C&D Fund may assign from time to time all
or any portion of its rights under Sections 4 and 5 hereof to one or more
persons or other entities designated by it.
(e) Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
--------------
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
13
<PAGE>
STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE CORPORATE LAW OF THE STATE OF
DELAWARE SPECIFICALLY AND MANDATORILY APPLIES.
(f) Section and Other Headings, etc. The section and other headings
-------------------------------
contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.
(g) Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
(h) Delegation by the Board. All of the powers, duties and
-----------------------
responsibilities of the Board specified in this Agreement may, to the full
extent permitted by applicable law, be exercised and performed by any duly
constituted committee thereof to the extent authorized by the Board to exercise
and perform such powers, duties and responsibilities.
14
<PAGE>
IN WITNESS WHEREOF, Holding and the Purchaser have executed this
Agreement as of the date first above written.
RACI HOLDING, INC.
By:______________________________
Name:
Title:
THE PURCHASER:
By:______________________________
Name:
Title:
Address of the Purchaser:
Total Number of Shares
of Common Stock to be
Purchased: ____________________________
Cash Purchase
Price: ____________________________
15
<PAGE>
EXHIBIT 4.2
RACI HOLDING, INC. DIRECTOR STOCK PURCHASE PLAN
-----------------------------------------------
Section 1. Purpose
-------------------
The purpose of this RACI Holding, Inc. Stock Purchase Plan is to
incentivize eligible directors to foster and promote the long-term financial
success of Holding and the Company and to increase materially stockholder value
by (a) motivating superior performance by participants in the Plan, (b)
- -
providing participants in the Plan with an ownership interest in Holding and
(c) enabling the Company to attract and retain the services of highly qualified
-
individuals to serve as members of its Board of Directors.
Section 2. Definitions
-----------------------
2.1. Definitions. Whenever used herein, the following terms shall have
-----------
the respective meanings set forth below:
(1) "Board" means the Board of Directors of Holding.
(2) "C&D Fund" means The Clayton & Dubilier Private Equity Fund IV
Limited Partnership, a Connecticut limited partnership, and any successor
investment vehicle managed by Clayton, Dubilier & Rice, Inc.
(3) "Common Stock" means the Class A Common Stock, par value $.01 per
share, of Holding.
(4) "Company" means Remington Arms Company, Inc., a Delaware
corporation, and any successor thereto.
(5) "Effective Date" means July 1, 1997.
(6) "Eligible Director" means each individual serving as a member of
the Board who is not an employee
<PAGE>
of Holding, the Company or any Subsidiary and is not an employee of or
associated with the C&D Fund or Clayton, Dubilier & Rice, Inc.
(7) "Holding" means RACI Holding, Inc., a Delaware corporation, and
any successor thereto.
(8) "Participant" means each Eligible Director who is serving as a
member of the Board on the Effective Date.
(9) "Plan" means this RACI Holding, Inc. Stock Purchase Plan.
(10) "Public Offering" means the first day as of which sales of
Common Stock are made to the public in the United States pursuant to an
underwritten public offering of the Common Stock led by one or more under-
writers at least one of which is an underwriter of nationally recognized
standing.
(11) "Shares" means the shares of Common Stock acquired by a
Participant pursuant to the Plan.
(12) "Subscription Agreement" means a director stock subscription
agreement between Holding and the Participant embodying the terms of any
stock purchase made pursuant to the Plan, which agreement shall, unless
the Board otherwise determines, be substantially in the form attached
hereto as Exhibit A.
(13) "Subsidiary" means any corporation a majority of whose
outstanding voting securities is owned, directly or indirectly, by the
Company or Holding.
2.2. Gender and Number. Except when otherwise indicated by the
-----------------
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.
2
<PAGE>
Section 3. Eligibility and Participation
-----------------------------------------
Each Eligible Director who is serving on the Board on the Effective
Date shall be eligible to participate in the Plan by reason of their expected
contribution to the growth and success of Holding, the Company and their
Subsidiaries.
Section 4. Administration of the Plan
-------------------------------------
The Board shall be responsible for the administration of the Plan.
Any authority exercised by the Board under the Plan shall be exercised by the
Board in its sole discretion. Subject to the terms of the Plan, the Board, by
unanimous action thereof, is authorized to prescribe, amend and rescind rules
and regulations relating to the administration of the Plan, to provide for
conditions and assurances deemed necessary or advisable to protect the interests
of Holding and the Company, and to make all other determinations necessary or
advisable for the administration and interpretation of the Plan in order to
carry out its provisions and purposes. Determinations, interpretations or other
actions made or taken by the Board pursuant to the provisions of the Plan shall
be final, binding and conclusive for all purposes and upon all persons.
All of the powers, duties and responsibilities of the Board specified
in this Plan may, to the full extent permitted by applicable law, be exercised
and performed by any duly constituted committee thereof to the extent authorized
by the Board to exercise and perform such powers, duties and responsibilities.
Section 5. Shares of Common Stock Subject to Plan
--------------------------------------------------
5.1. Number. Subject to the provisions of Section 5.2, the maximum
------
number of shares of Common Stock sub-
3
<PAGE>
ject to offers made under the Plan may not exceed 12,500. The shares of Common
Stock to be delivered upon the purchase of any Common Stock under the Plan may
consist, in whole or in part, of treasury Common Stock or authorized but
unissued Common Stock, not reserved for any other purpose.
5.2. Adjustment in Capitalization. The number of shares of Common
----------------------------
Stock available for issuance under the Plan may be adjusted by the Board, in its
sole discretion, if it shall deem such an adjustment to be necessary or
appropriate to reflect any Common Stock dividend, stock split or share
combination or any recapitalization, merger, consolidation, exchange of shares,
liquidation or dissolution of Holding.
Section 6. Terms of Offers to
Purchase Common Stock
------------------------------
6.1. Offers to Purchase Common Stock. Offers to purchase Common
-------------------------------
Stock shall be made to Participants as soon as reasonably practicable following
the Effective Date. Each purchase of Common Stock by a Participant shall be made
pursuant to a Subscription Agreement that shall include customary
representations, warranties, covenants and other terms and conditions with
respect to securities law matters and such other terms and conditions that the
Board shall determine. Unless otherwise determined by the Board, such
Subscription Agreement shall also state that in respect of any Shares purchased
by the Participant pursuant to such Subscription Agreement such Participant will
be entitled to the benefits of and shall be bound by the obligations set forth
in the Registration and Participation Agreement, dated as of November 30, 1993,
between Holding and the C&D Fund (as the same may be amended, waived, modified
or supplemented from time to time) to the extent set forth in such Subscription
Agreement.
6.2. Purchase Price. The purchase price per share of Common Stock to
--------------
be purchased under the Plan shall be one hundred dollars ($100).
4
<PAGE>
Section 7. Take-Along Rights
-----------------------------
7.1. Take-Along Notice. Unless otherwise provided in the
-----------------
Subscription Agreement or otherwise determined by the Board, so long as the C&D
Fund holds a number of shares of Common Stock equal to at least one-third of the
Common Stock originally purchased by the C&D Fund at the closing of the
acquisition of the Company, if the C&D Fund intends to effect a sale of all of
its shares of Common Stock to a third party (a "100% Buyer") and elects to
exercise its rights under this Section 7, the C&D Fund shall deliver written
notice (a "Take-Along Notice") to the Participant, which notice shall (a) state
-
(i) that the C&D Fund wishes to exercise its rights under this Section 7 with
-
respect to such transfer, (ii) the name and address of the 100% Buyer, (iii) the
-- ---
per share amount and form of consideration the C&D Fund proposes to receive for
its shares of Common Stock and (iv) the terms and conditions of payment of such
--
consideration and all other material terms and conditions of such transfer, (b)
-
contain an offer (the "Take-Along Offer") by the 100% Buyer to purchase from the
Participant all of its Shares on and subject to the same terms and conditions
offered to the C&D Fund and (c) state the anticipated time and place of the
closing of the purchase and sale of the shares (a "Section 7 Closing"), which
(subject to such terms and conditions) shall occur not fewer than five (5) days
nor more than ninety (90) days after the date such Take-Along Notice is
delivered, provided that if such Section 7 Closing shall not occur prior to the
--------
expiration of such 90-day period, the C&D Fund shall be entitled to deliver
additional Take-Along Notices with respect to such Take-Along Offer.
7.2. Conditions to Take-Along. Unless otherwise provided in the
------------------------
Subscription Agreement or otherwise determined by the Board, upon delivery of
a Take-Along Notice, the Participant shall have the obligation to transfer all
of its Shares pursuant to the Take-Along Offer, as the same may be modified from
time to time, provided that the C&D Fund transfers all of its shares of Common
--------
Stock to the 100%
5
<PAGE>
Buyer at the Section 7 Closing. Within 10 days of receipt of the Take-Along
Notice, the Participant shall (i) execute and deliver to the C&D Fund a power of
-
attorney and a letter of transmittal and custody agreement in favor of, and in
form and substance satisfactory to, the C&D Fund constituting the C&D Fund,
Clayton, Dubilier & Rice, Inc. or one or more of their respective affiliates
designated by the C&D Fund (the "Custodian"), the true and lawful attorney-in-
fact and custodian for the Participant, with full power of substitution, and
authorizing the Custodian to take such actions as the Custodian may deem
necessary or appropriate to effect the sale and transfer of the Shares to the
100% Buyer, upon receipt of the purchase price therefor at the Section 7
Closing, free and clear of all security interests, liens, claims, encumbrances,
charges, options, restrictions on transfer, proxies and voting and other
agreements of whatever nature, and to take such other action as may be necessary
or appropriate in connection with such sale, including consenting to any
amendments, waivers, modifications or supplements to the terms of the sale
(provided that the C&D Fund also so consents, and sells and transfers its shares
- ---------
of Common Stock on the same terms as so amended, waived, modified or
supplemented) and (ii) deliver to the C&D Fund certificates representing the
--
Shares, together with all necessary duly executed stock powers.
7.3. Remedies. Unless otherwise provided in the Subscription
--------
Agreement or otherwise determined by the Board, the Participant shall
acknowledge that the C&D Fund would be irreparably damaged in the event of a
breach or a threatened breach by the Participant of any of its obligations under
this Section 7 and the Participant shall agree that, in the event of a breach or
a threatened breach by the Participant of any such obligation, the C&D Fund
shall, in addition to any other rights and remedies available to it in respect
of such breach, be entitled to an injunction from a court of competent
jurisdiction granting it specific performance by the Participant of its
obligations under this Section 7. In the event that the C&D Fund shall file
suit to enforce the covenants contained in this Section 7 (or obtain any other
6
<PAGE>
remedy in respect of any breach thereof), the prevailing party in the suit shall
be entitled to recover, in addition to all other damages to which it may be
entitled, the costs incurred by such party in conducting the suit, including
reasonable attorney's fees and expenses. In the event that, following a breach
or a threatened breach by a Participant of the provisions of this Section 7, the
C&D Fund does not obtain an injunction granting it specific performance of the
Participant's obligations under this Section 7 in connection with such proposed
sale prior to the time the C&D Fund completes the sale of its shares of Common
Stock or, in its sole discretion, abandons such sale, then Holding shall have
the option to purchase the Shares from the Participant at a purchase price per
Share equal to the lesser of (i) the Fair Market Value of such Shares as of the
-
date of the breach or threatened breach that gives rise to the right to
repurchase and (ii) the price at which the Participant purchased such Shares
--
from Holding.
7.4. Public Offering. Unless otherwise provided in the Subscription
---------------
Agreement or otherwise determined by the Board, in the event that a Public
Offering has been consummated, the provisions of this Section 7 shall
terminate and cease to have further effect.
Section 8. Amendment, Modification,
and Termination of the Plan
-------------------------------------
The Board at any time may terminate or suspend the Plan, and from time
to time may amend or modify the Plan. No amendment, modification, termination or
suspension of the Plan shall in any manner adversely affect the rights of any
Participant with respect to any Shares purchased hereunder by such Participant
prior to such action unless such Participant consents. Stockholder approval
of any such amendment, modification, termination or suspension shall be obtained
to the extent mandated by applicable law, or if otherwise deemed appropriate by
the Board.
7
<PAGE>
Section 9. Miscellaneous Provisions
------------------------------------
9.1. No Guarantee of Board Membership. Nothing in the Plan or in any
--------------------------------
Subscription Agreement shall interfere with or limit in any way the right of the
Board or Holding's stockholders to terminate any Participant's membership on the
Board at any time, or confer upon any Participant any right to continue as a
member of the Board.
9.2. No Limitation on Compensation. Nothing in the Plan shall be
-----------------------------
construed to limit the right of Holding to establish other plans or to pay
compensation to its directors, in cash or property, in a manner that is not
expressly authorized under the Plan.
9.3. Requirements of Law. The offer, sale and issuance of shares of
-------------------
Common Stock pursuant to the Plan shall be subject to all applicable laws, rules
and regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required. No such offers or sales shall be made
under the Plan, and no shares of Common Stock shall be issued under the Plan, if
such offer, sale or issuance would result in a violation of applicable law,
including the federal securities laws or any applicable state securities laws.
9.4. Freedom of Action. Subject to Section 8, nothing in the Plan or
-----------------
any Subscription Agreement shall be construed as limiting or preventing Holding,
the Company or any Subsidiary from taking any action that it deems appropriate
or in its best interest.
9.5. Term of Plan. The Plan shall be effective as of the Effective
------------
Date. The Plan shall continue in effect, unless sooner terminated pursuant to
Section 8, until the earlier of the fifth anniversary of the Effective Date and
the date on which all shares of Common Stock to be offered pursuant to Section
5 of the Plan have been issued.
8
<PAGE>
9.6. No Voting Rights. Except as otherwise required by law, no
----------------
Participant under the Plan shall have any right to vote on any matter submitted
to Holding's stockholders until such time as he has purchased shares of Common
Stock under the Plan and become a stockholder of Holding.
9.7. Governing Law. The Plan, and all agreements hereunder, shall be
-------------
governed by and construed in accordance with the laws of the State of New York,
except to the extent that the corporate law of the State of Delaware
specifically and mandatorily applies.
9
<PAGE>
Exhibit A
---------
[Please refer to ANNEX A to the Offering Memorandum.]
<PAGE>
EXHIBIT 4.3
REGISTRATION AND PARTICIPATION AGREEMENT
----------------------------------------
REGISTRATION AND PARTICIPATION AGREEMENT, dated as of November 30,
1993, among RACI Holding, Inc., a Delaware corporation (the "Company"), and The
Clayton & Dubilier Private Equity Fund IV Limited Partnership, a Connecticut
limited partnership (the "C&D Fund").
1. Background. (a) RACI Acquisition Corporation, a Delaware
----------
corporation and wholly-owned subsidiary of the Company (to be renamed Remington
Arms Company, Inc.) ("Remington"), is a party to an Asset Purchase Agreement,
dated as of November 24, 1993 (the "Purchase Agreement"), with E.I. du Pont de
Nemours and Company, a Delaware corporation ("DuPont"), and Remington Arms
Company, Inc., a Delaware corporation ("RAC"), pursuant to which Remington
agreed to acquire the RAC Business, the Fishline Assets and the Related RAC
Assets (as such terms are defined in the Purchase Agreement) and assume certain
of the liabilities of RAC from DuPont and RAC (the "Acquisition").
(b) In connection with the Acquisition, the Company is or will be a
party to a Stock Subscription Agreement, dated as of the date hereof (the "Fund
Stock Subscription Agreement"), between the Company and the C&D Fund, pursuant
to which the Company has agreed to issue not less than an aggregate of 750,000
shares of Class A Common Stock (as hereinafter defined) to the C&D Fund.
(c) The Company may in the future issue or sell shares of Class A
Common Stock to certain Individual Investors (as hereinafter defined) pursuant
to appropriate forms of stock subscription agreements (the "Individual Investor
Stock Subscription Agreements"), or certain non-employee directors or other
purchasers (the "Subsequent Purchasers") pursuant to appropriate forms of stock
subscription agreements (the "Director Stock Subscription Agreements"). The
Company or the C&D Fund may in the future issue or sell shares of Class A Common
Stock to certain key executives and employees of the Company or one of its
subsidiaries ("Subsequent Management Purchasers") or grant options to purchase
shares of Class A Common Stock to Subsequent Management Purchasers or Subsequent
Purchasers, in each case pursuant to appropriate forms of stock subscription
agreements (the "Subsequent Stock Subscription
<PAGE>
Agreements") or stock option agreements, plans or arrangements (the "Subsequent
Stock Option Agreements").
(d) The Subsequent Management Purchasers, the Subsequent Purchasers
and any trusts holding shares of Class A Common Stock or options to purchase
shares of Class A Common Stock for the benefit of relatives of any Subsequent
Management Purchaser or Subsequent Purchaser who is an employee of the Company
or one of its subsidiaries are referred to herein collectively as the
"Management Stockholders". The Fund Stock Subscription Agreement, the
Individual Investor Stock Subscription Agreements, the Director Stock
Subscription Agreements, the Subsequent Stock Subscription Agreements and the
Subsequent Stock Option Agreements are referred to herein collectively as the
"Stock Subscription Agreements".
(e) This Agreement shall become effective with respect to any
Registrable Securities (as hereinafter defined) upon the issuance or sale of
Common Stock (as hereinafter defined) to any party pursuant to any Stock Sub
scription Agreement that provides such Common Stock shall be Registrable
Securities, it being understood that, with respect to Registrable Securities to
be issued in the future, any such Stock Subscription Agreement will provide that
the shares of Class A Common Stock sold thereunder are entitled to the rights
and subject to the obligations created hereunder, provided that such issuance
--------
or sale shall have been consented to in writing by, or be to, the C&D Fund.
2. Definitions. For purposes of this Agreement, the following terms
-----------
shall have the following respective meanings:
"Acquisition": See Section 1.
-----------
"Affiliate": With respect to any Person, any other Person directly or
---------
indirectly Controlling, Controlled by or under common Control with such first
Person, provided that any director or member of management or other employee of
--------
the Company or any of its Subsidiaries shall not be deemed to be an Affiliate of
the C&D Fund.
"C&D Fund": See Section 1.
--------
"C&D Sale": See Section 5.1.
--------
2
<PAGE>
"CD&R": Clayton, Dubilier & Rice, Inc., a Delaware corporation, and its
----
successors.
"Class A Common Stock": The Class A Common Stock, par value $.01 per
--------------------
share, of the Company.
"Class B Common Stock": The Class B Common Stock, par value $.01 per
--------------------
share, of the Company.
"Common Stock": The Class A Common Stock and the Class B Common Stock.
------------
"Company": See the introduction to this Agreement.
-------
"Control": The power to direct the affairs of a Person by reason of
-------
ownership of voting stock, by contract or otherwise.
"Director Stock Subscription Agreements": See
--------------------------------------
Section 1.
"DuPont": See Section 1.
------
"Excess Number": See Section 4(b).
-------------
"Exchange Act": The Securities Exchange Act of 1934, as amended, or
------------
any successor Federal statute, and the rules and regulations thereunder which
shall be in effect at the time. Any reference to a particular section thereof
shall include a reference to the corresponding section, if any, of any such
successor Federal statute, and the rules and regulations thereunder.
"Fund Stock Subscription Agreement": See Section 1.
---------------------------------
"Individual Investors": Senior executives of corporations in which
--------------------
entities managed or sponsored by Clayton, Dubilier & Rice, Inc. have made equity
investments.
"Individual Investor Stock Subscription Agreement": See Section 1.
------------------------------------------------
"Management Stockholders": See Section 1.
-----------------------
"NASD": National Association of Securities Dealers, Inc.
----
3
<PAGE>
"NASDAQ": The Nasdaq National Market.
------
"Offer": See Section 5.1.
-----
"Offered Securities": See Section 5.2.
------------------
"Person": Any individual, corporation, partner ship, joint venture,
------
trust, business association, governmental entity or other entity.
"Proportionate Share": See Section 5.2.
-------------------
"Public Market": A "Public Market" for the Company's Common Stock
-------------
shall be deemed to have been established at such time as 30% of the Common
Stock (on a fully diluted basis) has been sold to the public pursuant to
an effective registration statement under the Securities Act or pursuant to Rule
144.
"Purchase Agreement": See Section 1.
------------------
"Qualifying Number": 50,000 shares of Class A Common Stock (excluding
-----------------
any sales or transfers by the C&D Fund to any Management Stockholders).
"Qualifying Sale": See Sections 4(b) and (c).
---------------
"RAC": See Section 1.
---
"Registrable Securities": (a) Any Class A Common Stock or Class B
---------------------- -
Common Stock issued or to be issued pursuant to the Stock Subscription
Agreements (including upon exercise of options granted pursuant to the
Subsequent Stock Option Agreements), upon the issuance thereof pursuant to any
such Stock Subscription Agreement that provides that such Common Stock shall be
Registrable Securities, subject to Section 1(e) hereof, (b) any Class A Common
-
Stock issued upon conversion of the Class B Common Stock referred to in clause
(a) above, (c) any Class B Common Stock issued in exchange for the Class A
-
Common Stock referred to in clauses (a) or (b) above, (d) any shares of Common
-
Stock issued pursuant to the terms of, and under the circumstances set forth in,
Section 5, and (e) any securities issued or issuable with respect to any Common
-
Stock referred to in the foregoing clauses (i) upon any conversion or exchange
-
thereof, (ii) by way of stock dividend or stock split, (iii) in connection with
-- ---
a combination of shares, recapitalization, merger, consolidation or other
reorganization or
4
<PAGE>
(iv) otherwise, in all cases subject to the penultimate paragraph of Section
--
3.3. As to any particular Registrable Securities, once issued such securities
shall cease to be Registrable Securities when (A) a registration statement
-
(other than a Special Registration pursuant to which such securities were issued
by the Company) with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (B) such securities shall
-
have been distributed to the public pursuant to Rule 144, (C) subject to the
-
provisions of the second paragraph of Section 7.1, such securities shall have
been otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and
subsequent disposition of them shall not require registration or qualification
of them under the Securities Act or any similar state law then in force, or (D)
such securities shall have ceased to be outstanding.
"Registration Expenses": All expenses incident to the Company's
---------------------
performance of its obligations under or compliance with Section 3, including,
without limitation, all registration and filing fees, all fees and expenses of
complying with securities or blue sky laws, all fees and expenses associated
with listing securities on exchanges, all fees and other expenses associated
with filings with the NASD (including, if required, the fees and expenses of any
"qualified independent underwriter" and its counsel), all printing expenses, the
fees and disbursements of counsel for the Company and of its independent public
accountants, and the expenses of any special audits made by such accountants
required by or incident to such performance and compliance, but not including
(a) fees and disbursements of counsel retained by the holders of Registrable
-
Securities, or (b) any underwriting discounts or commissions or any transfer
-
taxes.
"Remington": See Section 1.
---------
"Requisite Percentage of Stockholders": The holder or holders of at
------------------------------------
least (a) as to the initial request under Section 3.1, 50% (by number of shares)
-
of the Registrable Securities at the time outstanding or (b) as to any other
-
request, 20% (by number of shares) of the Registrable Securities at the time
outstanding.
"Rule 144": Rule 144 (or any successor provision) under the Securities
--------
Act.
5
<PAGE>
"Sale Notice": See Section 4(a).
-----------
"Securities Act": The Securities Act of 1933, as amended, or any
--------------
successor Federal statute, and the rules and regulations thereunder which shall
be in effect at the time. Any reference to a particular section thereof shall
include a reference to the corresponding section, if any, of any such successor
Federal statute, and the rules and regulations thereunder.
"Securities and Exchange Commission": The Securities and Exchange
----------------------------------
Commission or any other Federal agency at the time administering the Securities
Act or the Exchange Act.
"Special Registration": (a) The registration of shares of equity
-------------------- -
securities and/or options in respect there of to be offered to directors and
members of management and employees of the Company or its direct or indirect Sub
sidiaries, and Individual Investors, or (b) the registration of equity
-
securities and/or options in respect thereof solely on Form S-4 or S-8 or any
successor form.
"Stock Subscription Agreements": See Section 1.
-----------------------------
"Subsequent Management Purchasers": See Section 1.
"Subsequent Purchasers": See Section 1.
---------------------
"Subsequent Stock Option Agreements": See Section 1.
----------------------------------
"Subsequent Stock Subscription Agreements": See Section 1.
----------------------------------------
"Subsidiary": With respect to any Person, any corporation, a majority
----------
of the outstanding voting securities of which is owned, directly or indirectly,
by that Person.
3. Registration.
------------
3.1 Registration on Request.
-----------------------
(a) Requests. Subject to the provisions of Section 3.6, at any time
--------
or from time to time the Requisite Percentage of Stockholders shall have the
right to make one or more written requests that the Company effect the
6
<PAGE>
registration under the Securities Act of all or part of the Registrable
Securities of the holder or holders making such request, which requests shall
specify the intended method of disposition thereof by such holder or holders,
and upon any such request the Company will promptly give written notice of such
requested registration to all holders of Registrable Securities, and thereupon
will use its best efforts to effect the registration under the Securities Act of
(i) the Registrable Securities which the Company has been so
requested to register, and
(ii) all other Registrable Securities which the Company has been
requested to register by the holders thereof by written request given to
the Company within 30 days after the giving of such written notice by the
Company (which request shall specify the intended method of disposition of
such Registrable Securities),
all to the extent required to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities so to be
registered, provided that the Company shall not be required under this Section
--------
3.1 to effect a registration under the Securities Act if the aggregate number of
Registrable Securities referred to in clauses (i) and (ii) of this Section
3.1(a) shall be less than 20% of the Registrable Securities at the time
outstanding. Notwithstanding the foregoing, if the Board of Directors of the
Company determines in its good faith judgment, after consultation with a firm of
nationally recognized underwriters, that there will be an adverse effect on a
then contemplated initial public offering of the Common Stock unless such
offering is solely a primary offering, the Requisite Percentage of Stockholders
shall receive notice of such fact and shall be deemed to have withdrawn their
request under this Section 3.1 and such registration shall not be deemed to have
been effected pursuant to this Section 3.1.
(b) Registration Statement Form. Each registration requested
---------------------------
pursuant to this Section 3.1 shall be effected by the filing of a registration
statement on Form S-1, Form S-2 or Form S-3 (or any other form which includes
substantially the same information as would be required to be included in a
registration statement on such forms as presently constituted), unless the use
of a different form has been agreed to in writing by holders holding at least a
majority (by number of shares) of the Registrable Securities
7
<PAGE>
as to which registration has been requested pursuant to this Section 3.1. At any
time after the Company has issued and sold any shares of its capital stock
registered under an effective registration statement under the Securities Act,
or after the Company shall have registered any class of equity securities
pursuant to Section 12 of the Exchange Act, it will use its best efforts to
qualify for registration on Form S-2 or Form S-3 (or any other comparable form
hereinafter adopted).
(c) Expenses. The Company will pay all Registration Expenses in
--------
connection with the first three registrations which are effected as requested
under Sec tion 3.1(a). The Registration Expenses in connection with each other
registration, if any, requested under this Section 3.1 shall be apportioned
among the holders whose Registrable Securities are then being registered, on the
basis of the respective amounts (by number of shares) of Registrable Securities
then being registered by them or on their behalf. However, in the case of all
registrations requested under Section 3.1(a), the Company shall pay all amounts
in respect of (i) any allocation of salaries of personnel of the Company and its
-
Subsidiaries or other general overhead expenses of the Company and its Sub-
sidiaries or other expenses for the preparation of financial statements or other
data normally prepared by the Company and its Subsidiaries in the ordinary
course of its business, (ii) the expenses of any officers' and directors'
--
liability insurance, (iii) the expenses and fees for listing the securities to
---
be registered on each exchange on which similar securities issued by the Company
are then listed or, if no such securities are then listed, on an exchange
selected by the Company and (iv) all fees associated with filings required to be
--
made with the NASD (including, if applicable, the fees and expenses of any
"qualified independent underwriter" and its counsel as may be required by the
rules and regulations of the NASD). Notwithstanding the provisions of this
Section 3.1(c) or of Section 3.2, each seller of Registrable Securities shall
pay all Registration Expenses to the extent required to be paid by such seller
by applicable law.
(d) Inclusion of Other Securities. The Company shall not register
-----------------------------
securities (other than Registrable Securities) for sale for the account of any
Person other than the Company in any registration requested pursuant to Section
3.1(a) unless permitted to do so by the written consent of holders holding at
least a majority (by number of
8
<PAGE>
<PAGE>
shares) of the Registrable Securities proposed to be sold in such registration.
(e) Effective Registration Statement. A registration requested
--------------------------------
pursuant to Section 3.1(a) will not be deemed to have been effected unless it
has become effective for the period specified in Section 3.3(b), provided that a
--------
registration which does not become effective after the Company has filed a
registration statement with respect thereto solely by reason of the refusal to
proceed of the holders of Registrable Securities requesting the registration
shall be deemed to have been effected by the Company at the request of such
holders.
(f) Pro Rata Allocation. If the holders of a majority (by number of
-------------------
shares) of the Registrable Securities for which registration is being requested
pursuant to Section 3.1(a) determine, based on consultation with the managing
underwriters or, in an offering which is not underwritten, with an investment
banker, that the number of securities to be sold in any such offering should be
limited due to market conditions or otherwise, all holders of Registrable
Securities proposing to sell their securities in such registration shall share
pro rata in the number of securities being offered (as determined by the
holders holding a majority (by number of shares) of the Registrable Securities
for which registration is being requested in consultation with the managing
underwriters or investment banker, as the case may be) and registered for their
account, such sharing to be based on the number of Registrable Securities as to
which registration was requested by such holders, respectively.
3.2. Incidental Registration. If the Company at any time proposes to
-----------------------
register any of its equity securities (as defined in the Exchange Act) under the
Securities Act (other than pursuant to Section 3.1 or pursuant to a Special
Registration), whether or not for sale for its own account, and the registration
form to be used may be used for the registration of Registrable Securities, it
will each such time give prompt written notice to all holders of Registrable
Securities of its intention to do so and, upon the written request of any holder
of Registrable Securities made within 30 days after the receipt of any such
notice (which request shall specify the Registrable Securities intended to be
disposed of by such holder and the intended method of disposition thereof), the
Company will use its best efforts to effect the registration under the
Securities
9
<PAGE>
Act of all Registrable Securities which the Company has been so requested to
register by the holders thereof, to the extent required to permit the
disposition (in accordance with the intended methods thereof as aforesaid) of
the Registrable Securities so to be registered, provided that:
--------
(a) if such registration shall be in connection with the initial
public offering of Common Stock, the Company shall not include any
Registrable Securities in such proposed registration if the Company's Board
of Directors shall have determined, after consultation with the managing
underwriters for such offering, that it is not in the best interests of the
Company to include any Registrable Securities in such registration;
(b) if, at any time after giving written notice of its intention to
register any securities and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall
determine for any reason not to register such securities, the Company may,
at its election, give written notice of such determination to each holder
of Registrable Securities that was previously notified of such registration
and, thereupon, shall not register any Registrable Securities in connection
with such registration (but shall nevertheless pay the Registration
Expenses in connection therewith), without prejudice, however, to the
rights of any holder or holders of Registrable Securities to request that a
registration be effected under Section 3.1; and
(c) if the Company shall be advised in writing by the managing
underwriters (or, in connection with an offering which is not underwritten,
by an investment banker) that in their or its opinion the number of
securities requested to be included in such registration (whether by the
Company, pursuant to this Section 3.2 or pursuant to any other rights
granted by the Company to a holder or holders of its securities to request
or demand such registration or inclusion of any such securities in any such
registration) exceeds the number of such securities which can be sold in
such offering,
(i) the Company shall include in such registration the number
(if any) of Registrable Securities so requested to be included which
in
10
<PAGE>
the opinion of such underwriters or investment banker, as the case may
be, can be sold and shall not include in such registration any
securities (other than securities being sold by the Company, which
shall have priority in being included in such registration) so
requested to be included other than Registrable Securities unless all
Registrable Securities requested to be so included are included
therein, and
(ii) if in the opinion of such underwriters or investment banker,
as the case may be, some but not all of the Registrable Securities may
be so included, all holders of Registrable Securities requested to be
included therein shall share pro rata in the number of shares of
Registrable Securities included in such public offering on the basis
of the number of Registrable Securities requested to be included
therein by such holders, provided that, in the case of a registration
--------
initially requested or demanded by a holder or holders of securities
other than Registrable Securities, the holders of the Registrable
Securities requested to be included therein and the holders of such
other securities shall share pro rata (based on the number of shares
if the requested or demanded registration is to cover only Common
Stock and, if not, based on the proposed offering price of the total
number of securities included in such public offering requested to be
included therein),
and the Company shall so provide in any registration agreement hereinafter
entered into with respect to any of its securities.
The Company will pay all Registration Expenses in connection with each
registration of Registrable Securities requested pursuant to this Section 3.2.
No registration effected under this Section 3.2 shall relieve the Company from
its obligation to effect registrations upon request under Section 3.1.
3.3. Registration Procedures. If and whenever the Company is
-----------------------
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in Sections 3.1 and 3.2, the
Company will promptly:
11
<PAGE>
(a) prepare and file with the Securities and Exchange Commission a
registration statement with respect to such securities, make all required
filings with the NASD and use best efforts to cause such registration
statement to become effective;
(b) prepare and file with the Securities and Exchange Commission such
amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement until such time as all of such securities have
been disposed of in accordance with the intended methods of disposition by
the seller or sellers thereof set forth in such registration statement, but
in no event for a period of more than six months after such registration
statement becomes effective;
(c) furnish to counsel (if any) selected by the holders of a majority
(by number of shares) of the Registrable Securities covered by such
registration statement copies of all documents proposed to be filed with
the Securities and Exchange Commission in connection with such
registration, which documents will be subject to the review of such
counsel;
(d) furnish to each seller of such securities, without charge, such
number of conformed copies of such registration statement and of each such
amendment and supplement thereto (in each case including all exhibits and
documents filed therewith (other than those filed on a confidential basis),
except that the Company shall not be obligated to furnish any seller of
securities with more than two copies of such exhibits and documents), such
number of copies of the prospectus included in such registration statement
(including each preliminary prospectus and any summary prospectus) in
conformity with the requirements of the Securities Act, and such other
documents, as such seller may reasonably request in order to facilitate the
disposition of the securities owned by such seller;
(e) use its best efforts to register or qualify such securities
covered by such registration statement under such other securities or blue
sky laws of such
12
<PAGE>
jurisdictions as each seller shall request, and do any and all other acts
and things which may be necessary or advisable to enable such seller to
consummate the disposition in such jurisdictions of the securities owned by
such seller, except that the Company shall not for any such purpose be
required to qualify generally to do business as a foreign corporation in
any jurisdiction wherein it is not so qualified, subject itself to taxation
in any jurisdiction wherein it is not so subject, or take any action which
would subject it to general service of process in any jurisdiction wherein
it is not so subject;
(f) in connection with an underwritten public offering only, furnish
to each seller a signed counterpart, addressed to the sellers, of
(i) an opinion of counsel for the Company experienced in
securities law matters, dated the effective date of the registration
statement, and
(ii) a "comfort" letter signed by the independent public
accountants who have issued an audit report on the Company's financial
statements included in the registration statement,
covering substantially the same matters with respect to the registration
statement (and the prospectus included therein) and, in the case of such
accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's
counsel and in accountants' letters delivered to the underwriters in
underwritten public offerings of securities;
(g) notify each seller of any securities covered by such registration
statement, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event or
existence of any fact 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 any material fact required to be stated
therein or necessary to make the statements therein not misleading in light
of the circumstances then existing, and, as promptly as is practicable,
prepare and furnish to such seller a reasonable number of copies of a
supplement to or an
13
<PAGE>
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;
(h) otherwise use its best efforts to comply with all applicable
rules and regulations of the Securities and Exchange Commission, and make
available to its security holders, as soon as reasonably practicable, an
earnings statement of the Company (in form complying with the provisions of
Rule 158 under the Securities Act) covering the period of at least 12
months, but not more than 18 months, beginning with the first month after
the effective date of the registration statement;
(i) notify each seller of any securities covered by such registration
statement (i) when such registration statement, or any post-effective
-
amendment to such registration statement, shall have become effective, or
any amendment of or supplement to the prospectus used in connection
therewith shall have been filed, (ii) of any request by the Securities and
--
Exchange Commission to amend such registration statement or to amend or
supplement such prospectus or for additional information, (iii) of the
---
issuance by the Securities and Exchange Commission of any stop order
suspending the effectiveness of such registration statement or of any order
preventing or suspending the use of any preliminary prospectus, and (iv) of
--
the suspension of the qualification of such securities for offering or sale
in any jurisdiction, or of the institution of any proceedings for any of
such purposes;
(j) use its best efforts (i) (A) to list such securities on any
- -
securities exchange on which the Common Stock is then listed or, if no
Common Stock is then listed, on an exchange selected by the Company, if
such listing is then permitted under the rules of such exchange, or (B) if
-
such listing is not practicable, to secure designation of such securities
as a NASDAQ "national market system security" within the meaning of Rule
11Aa2-1 under the Exchange Act or, failing that, to secure NASDAQ
authorization for such securities, and, without limiting the foregoing, to
arrange for at
14
<PAGE>
least two market makers to register as such with respect to
such securities with the NASD, and (ii) to provide a transfer agent and
--
registrar for such Registrable Securities not later than the effective date
of such registration statement; and
(k) use every reasonable effort to obtain the lifting of any stop
order that might be issued suspending the effectiveness of such
registration statement or of any order preventing or suspending the use
of any preliminary prospectus.
The Company may require each seller of any securities as to which
any registration is being effected to furnish to the Company such information
regarding such seller and the distribution of such securities as the Company may
from time to time reasonably request in writing and as shall be required by law
in connection therewith. Each such holder agrees to furnish promptly to the
Company all information required to be disclosed in order to make the
information previously furnished to the Company by such holder not materially
misleading.
The Company agrees not to file or make any amendment to any
registration statement with respect to any Registrable Securities, or any
amendment of or supplement to the prospectus used in connection therewith, which
refers to any seller of any securities covered thereby by name, or otherwise
identifies such seller as the holder of any securities of the Company, without
the consent of such seller, such consent not to be unreasonably withheld, unless
such disclosure is required by law.
By acquisition of Registrable Securities, each holder of such
Registrable Securities shall be deemed to have agreed that upon receipt of any
notice from the Company of the happening of any event of the kind described in
Sec tion 3.3(g), such holder will promptly discontinue such holder's
disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until such holder's receipt of the copies
of the supplemented or amended prospectus contemplated by Section 3.3(g). If
so directed by the Company, each holder of Registrable Securities will deliver
to the Company (at the Company's expense) all copies, other than permanent file
copies, in such holder's possession of the prospectus covering such Registrable
Securities at the time of receipt of such notice. In the event that the Company
shall give
15
<PAGE>
any such notice, the period mentioned in Section 3.3(b) shall be extended by the
number of days during the period from and including the date of the giving of
such notice to and including the date when each seller of any Registrable
Securities covered by such registration statement shall have received the copies
of the supplemented or amended prospectus contemplated by Section 3.3(g).
Although shares of Class A Common Stock issuable upon the exercise of
options and shares of Class B Common Stock are included in the definition of
Registrable Securities, the Company shall, in respect of any such Registrable
Securities requested to be registered pursuant hereto, be required to include in
any registration statement only shares of Class A Common Stock issuable upon
conversion of or pursuant to such Registrable Securities and only if the Company
has received assurances, reasonably satisfactory to it, in the case of shares
issuable upon exercise of options, that such options will be exercised and in
the case of Class B Common Stock that such Registrable Securities will be
converted into shares of Class A Common Stock, in each case, promptly after such
registration statement has become effective or the sale to an underwriter has
been consummated so that only Class A Common Stock shall be distributed to the
public under such registration statement.
Notwithstanding any other provision of this Agreement, the parties
hereto acknowledge that the Company shall have no obligation to prepare or file
any registration statement prior to the time that financial information required
to be included therein is available for inclusion therein.
3.4. Underwritten Offerings. The provisions of this Section 3.4 do
----------------------
not establish additional registration rights but instead set forth procedures
applicable, in addition to those set forth in Sections 3.1 through 3.3, to any
registration which is an underwritten offering.
(a) Underwritten Offerings Exclusive. Whenever a registration
--------------------------------
requested pursuant to Section 3.1(a) is for an underwritten offering, only
securities which are to be distributed by the underwriters may be included in
the registration.
(b) Underwriting Agreement. If requested by the underwriters for any
----------------------
underwritten offering by holders of Registrable Securities pursuant to a
registration requested
16
<PAGE>
under Section 3.1(a), the Company (and, if thereby requested by the holders of a
majority of the Registrable Securities to be registered, Remington) shall enter
into an underwriting agreement with such underwriters for such offering, such
agreement to be reasonably satisfactory in substance and form to the holders of
a majority (by number of shares) of the Registrable Securities to be covered by
such registration and to the underwriters and to contain such representations
and warranties by the Company (and, if requested, Remington) and such other
terms and provisions as are customarily contained in agreements of this type,
including, without limitation, indemnities to the effect and to the extent
provided in Section 3.7. The holders of Registrable Securities to be distributed
by such underwriters shall be parties to such underwriting agreement and may, at
their option, require that any or all of the representations and warranties by,
and the agreements on the part of, the Company (and, if requested, Remington) to
and for the benefit of such underwriters be made to and for the benefit of such
holders of Registrable Securities and that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting
agreement shall also be conditions precedent to the obligations of such holders
of Registrable Securities.
(c) Selection of Underwriters. Whenever a registration requested
-------------------------
pursuant to Section 3.1(a) is for an underwritten offering, the Company will
have the right to select the managing underwriters to administer the offering
and the managing underwriters shall be of nationally recognized standing. If the
Company at any time proposes to register any of its securities under the
Securities Act for sale for its own account and such securities are to be dis-
tributed by or through one or more underwriters, the Company will have the right
to select the managing underwriters, and the managing underwriters shall be of
nationally recognized standing.
(d) Incidental Underwritten Offerings. Subject to the provisions of
---------------------------------
the proviso to the first sentence of Section 3.2, if the Company at any time
proposes to register any of its equity securities under the Securities Act
(other than pursuant to Section 3.1 or pursuant to a Special Registration),
whether or not for its own account, and such securities are to be distributed by
or through one or more underwriters, the Company will give prompt written notice
to all holders of Registrable Securities of its intention to do so and will use
its best efforts, if requested by any holder
17
<PAGE>
of Registrable Securities, to arrange for such underwriters to include the
Registrable Securities to be offered and sold by such holder among those to be
distributed by such under writers. The holders of Registrable Securities to be
distributed by such underwriters shall be parties to the underwriting agreement
between the Company (and, if applicable, Remington) and such underwriters and
may, at their option, require that any or all of the representations and
warranties by, and the other agreements on the part of, the Company (and, if
applicable, Remington) to and for the benefit of such underwriters shall also be
made to and for the benefit of such holders of Registrable Securities and that
any or all of the conditions precedent to the obligations of the underwriters
under such underwriting agreement shall also be conditions precedent to the
obligations of such holders of Registrable Securities. Such holders of
Registrable Securities shall not be required to make any representations or
warranties to or agreements with the Company, Remington or the underwriters
other than representations, warranties or agreements regarding such holder and
such holder's intended method of distribution.
(e) Hold Back Agreements. If and whenever the Company proposes to
--------------------
register any of its equity securities under the Securities Act for its own
account (other than pursuant to a Special Registration) or is required to use
its best efforts to effect the registration of any Regis trable Securities
under the Securities Act pursuant to Sec tion 3.1 or 3.2, each holder of
Registrable Securities agrees by acquisition of such Registrable Securities not
to effect any public sale or distribution, including any sale pursuant to Rule
144, of any Registrable Securities, and to use such holder's best efforts not to
effect any such public sale or distribution of any other equity securities of
the Company or any securities convertible into or exchangeable or exercisable
for any equity securities of the Company (other than as part of such public
offering) within 20 days prior to and 180 days after the effective date of such
registration statement, and the Company agrees to cause each holder of any
equity security, or of any security convertible into or exchangeable or
exercisable for any equity security, of the Company purchased from the Company
at any time other than in a public offering to enter into a similar agreement
with the Company. The Company further agrees not to effect any public sale or
distribution of its equity securities, or any securities convertible into or ex
changeable or exercisable for such securities, within 20 days prior to and 180
days after the effective date of
18
<PAGE>
such registration statement (except as part of such under written public
offering or pursuant to a registration on Form S-4, S-8 or any successor forms).
3.5. Preparation; Reasonable Investigation. In connection with the
-------------------------------------
preparation and filing of each registration statement registering Registrable
Securities under the Securities Act, the Company will give the holders of such
Registrable Securities so to be registered and their underwriters, if any, and
their respective counsel and accountants the opportunity to participate in the
preparation of such registration statement, each prospectus included therein
or filed with the Securities and Exchange Commission, and each amendment thereof
or supplement there to, and will give each of them such access to its books and
records and such opportunities to discuss the business of the Company with its
officers and the independent public accountants who have issued audit reports on
its financial statements as shall be necessary, in the opinion of such holders'
and such underwriters' respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act.
3.6. Other Registrations. If and whenever the Company is required to
-------------------
use its best efforts to effect the registration of any Registrable Securities
under the Securities Act pursuant to Section 3.1 or 3.2, and if such
registration shall not have been withdrawn or abandoned, the Company shall not
be obligated to and shall not effect any registration of any of its securities
(including Registrable Securities) under the Securities Act (other than a
Special Registration), whether of its own accord or at the request or demand of
any holder or holders of such securities, until a period of six months shall
have elapsed from the effective date of such previous registration; and the
Company shall so provide in any registration agreement with respect to any of
its securities.
3.7. Indemnification.
---------------
(a) Indemnification by the Company. In the event of any registration
------------------------------
of any Registrable Securities under the Securities Act pursuant to Section 3.1
or 3.2, the Company will indemnify and hold harmless the seller of such
securities, its directors, officers, and employees, each other person who
participates as an underwriter, broker or dealer in the offering or sale of such
securities and each other person, if any, who controls such seller or any such
19
<PAGE>
participating person within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, against any and all losses, claims,
damages or liabilities, joint or several, to which such seller or any such
director, officer, employee, participating person or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or (ii) any omission or alleged omission to state a fact
required to be stated therein or necessary to make the statements therein not
misleading; and the Company will reimburse such seller and each such director,
officer, employee, participating person and controlling person for any legal or
any other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, liability, action or proceeding, provided
that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage, liability or expense arises out of or is based upon an
untrue statement or omission made in such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or
supple ment in reliance upon and in conformity with written information
furnished to the Company by such seller or par ticipating person expressly for
use in the preparation thereof or that arises out of or is based on such
seller's or participating person's failure to deliver a copy of the registration
statement or prospectus or any amendment or supplement thereto after the Company
has furnished such seller with a sufficient number of same, and provided,
further, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or expense arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission in the prospectus, if such untrue statement or alleged untrue
statement or omission or alleged omission is completely corrected in an
amendment or supplement to the prospectus and the seller of Registrable
Securities thereafter fails to deliver such prospectus as so amended or
supplemented prior to or concurrently with the sale of Registrable Securities to
the person asserting such loss, claim, damage, liability or expense after the
Company had furnished such seller with a sufficient number of copies of
20
<PAGE>
the same or if the seller received notice from the Company of the existence of
such untrue statement or alleged untrue statement or omission or alleged
omission and the seller continued to dispose of Registrable Securities prior to
the time of the receipt of either (A) an amended or supplemented prospectus
which completely corrected such untrue statement or omission or (B) a notice
from the Company that the use of the existing prospectus may be resumed. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such seller or any such director, officer, employee,
participating person or controlling person and shall survive the transfer of
such securities by such seller.
(b) Indemnification by the Sellers. The Company may require, as a
------------------------------
condition to including any Registrable Securities in any registration statement
filed pursuant to Section 3.3, that the Company shall have received an
undertaking satisfactory to it from each of the prospective sellers of such
securities, to indemnify and hold harmless (in the same manner and to the extent
as set forth in Section 3.7(a)) the Company, each director of the Company,
each officer of the Company who shall sign such registration statement and each
other person, if any, who controls the Company within the meaning of the
Securities Act, with respect to any statement in or omission from such
registration statement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, if such statement or omission
was made in reliance upon and in conformity with written information furnished
to the Company by such seller expressly for use in the preparation of such
registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement, provided that the liability of each such
--------
seller will be in proportion to and limited to the net amount received by such
seller (after deducting any underwriting discount and expenses) from the sale of
Registrable Securities pursuant to such registration statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of the Company or any such director, officer or controlling person and
shall survive the transfer of such securities by such seller.
(c) Notices of Claims, etc. Promptly after receipt by an indemnified
----------------------
party of notice of the commencement of any action or proceeding involving a
claim referred to in the preceding paragraphs of this Section 3.7, such
21
<PAGE>
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of
such action, provided that the failure of any indemnified party to give notice
--------
as provided therein shall not relieve the indemnifying party of its obligations
under the preceding paragraphs of this Section 3.7. In case any such action
is brought against an indemnified party, the indemnifying party will be entitled
to participate therein and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof, provided that if such indemnified
--------
party and the indemnifying party reasonably determine, based upon advice of
their respective independent counsel, that a conflict of interest may exist
between the indemnified party and the indemnifying party with respect to such
action and that it is advisable for such indemnified party to be represented by
separate counsel, such indem nified party may retain other counsel, reasonably
satisfactory to the indemnifying party, to represent such indemnified party, and
the indemnifying party shall pay all reasonable fees and expenses of such
counsel. No indemnifying party, in the defense of any such claim or litigation,
shall, except with the consent of such indemnified party, which consent shall
not be unreasonably withheld, 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 to such claim or litigation.
(d) Other Indemnification. Indemnification similar to that specified
---------------------
in the preceding paragraphs of this Section 3.7 (with appropriate modifications)
shall be given by (i) the Company and each seller of Registrable
-
Securities with respect to any required registration or other qualification of
such Registrable Securities under any Federal or state law or regulation of
governmental authority other than the Securities Act and (ii) Remington upon
--
request by the holders of a majority of the Registrable Securities to be
registered with respect to any such registration or qualification, or any
registration of such
22
<PAGE>
securities under the Securities Act pursuant to Section 3.1 or 3.2.
(e) Other Remedies. If for any reason the foregoing indemnity is
--------------
unavailable, or is insufficient to hold harmless an indemnified party, other
than by reason of the exceptions provided therein, then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a
result of such losses, claims, damages, liabilities or expenses (i) in such
-
proportion as is appropriate to reflect the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other from
the offering of Registrable Securities (taking into account the portion of the
proceeds of the offering realized by each such party) or (ii) if the allocation
--
provided by clause (i) above is not permitted by applicable law, or provides a
lesser sum to the indemnified party than the amount hereinafter calculated, in
such proportion as is appropriate to reflect not only the relative benefits
received by the indemnifying party on the one hand and the indemnified party on
the other but also the relative fault of the indemnifying party and the
indemnified party as well as any other relevant equitable considerations. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. No party shall be
liable for contribution under this Section 3.7(e) except to the extent and under
such circumstances as such party would have been liable to indemnify under this
Section 3.7 if such indemnification were enforceable under applicable law.
(f) Officers and Directors. As used in this Section 3.7, the terms
----------------------
"officers" and "directors" shall include the partners of the holders of
Registrable Securities which are partnerships.
4. Participation Rights. So long as any Registrable Securities
--------------------
remain outstanding and a Public Market has not been established with respect to
the Common Stock, the C&D Fund hereby agrees not to make any sale or transfer of
Common Stock owned by the C&D Fund which would constitute a Qualifying Sale,
except pursuant to the following provisions of this Section 4:
(a) At least 30 days prior to making any sale or transfer of Common
Stock which would constitute a
23
<PAGE>
Qualifying Sale, the C&D Fund will deliver a written notice (the "Sale
Notice") to the Company and the holders of Registrable Securities. The
Sale Notice will fully disclose the identity of the prospective transferee
and the terms and conditions of the proposed transfer. The C&D Fund agrees
not to consummate any such transfer until at least 30 days after the Sale
Notice has been delivered to such holders, unless the C&D Fund has received
notices from each holder of Registrable Securities indicating whether or
not such holder has elected to participate in such Qualifying Sale and the
number of shares to be sold by each such holder so electing to participate
has been finally determined pursuant hereto prior to the expiration of such
30-day period. The holders of Registrable Securities may elect to
participate in the contemplated sale by delivering written notice to the
C&D Fund and the Company within 30 days after their receipt of the Sale
Notice. If such a holder of Registrable Securities elects to participate
in such sale, such holder will be entitled to sell (pro rata on the basis
of the number of shares of Registrable Securities then held by such holder,
unless all such holders otherwise agree among themselves to a different
allocation) in the contemplated sale, at the same price and on the same
terms, a number of shares of Registrable Securities equal to the product of
(i) the quotient determined by dividing (A) the percentage of Registrable
Securities then held by the holders of Registrable Securities so electing
to participate by (B) the aggregate percentage of the Registrable
Securities represented by the Registrable Securities then held by the C&D
Fund and the holders of Registrable Securities so electing to participate
and (ii) the number of shares of Registrable Securities such transferee has
agreed to purchase in the contemplated sale (or, in the case of a
"Qualifying Sale" within the meaning of clause (ii) of Section 4(b), the
Excess Number of shares which such transferee has agreed to purchase). Any
Registrable Security proposed to be included in any such contemplated sale
that is not, but is convertible into, Common Stock of the same class as
that proposed to be sold by the C&D Fund shall be converted into Common
Stock of such class prior to the time of the actual sale.
(b) The term "Qualifying Sale" shall mean (i) any sale or transfer of
-
Common Stock proposed to be made by
24
<PAGE>
the C&D Fund at any time after the C&D Fund has sold or transferred in the
aggregate at least the Qualifying Number of shares of Class A Common Stock
or (ii) in the event that prior to the sale or transfer by the C&D Fund of
an aggregate of the Qualifying Number of shares of Class A Common Stock,
the C&D Fund proposes to sell or transfer a number of shares of Class A
Common Stock which when combined with any prior sales or transfers of such
shares by the C&D Fund exceeds the Qualifying Number, the sale or transfer
of a number of shares (the "Excess Number") equal to the excess of (A) the
sum of any shares previously sold or transferred by the C&D Fund and the
aggregate number of shares proposed to be sold or transferred in such
contemplated sale, over (B) the Qualifying Number of shares. In determining
whether there is a "Qualifying Sale", equitable adjustments shall be made
to reflect any stock split, stock dividend, stock combination,
recapitalization or similar transaction.
(c) The obligation of the C&D Fund and the rights of the holders of
Registrable Securities pursuant to this Section 4 will not apply to any
sale or transfer by the C&D Fund pursuant to a distribution to the public
(whether pursuant to a registered public offering or pursuant to Rule 144
or otherwise (but not pursuant to Rule 144A under the Securities Act or any
successor provision)). Any shares referred to, or covered by any sale,
transfer or distribution referred to, in the preceding sentence shall not
be included in the computation of "Qualifying Sale."
(d) The only Registrable Securities eligible to participate in the
sale contemplated by Section 4(a) shall be shares of Class A Common Stock
and shares of Class B Common Stock.
5. Investors' Rights to Purchase Additional Capital Stock.
------------------------------------------------------
5.1. C&D Sale. If at any time after the date of this Agreement and
--------
prior to the establishment of a Public Market with respect to the Common Stock,
the Company shall propose to issue any shares of its capital stock (or any
securities that may be exchanged for or converted into such capital stock) to
the C&D Fund or any Affiliate of the C&D Fund (a "C&D Sale"), the Company shall
offer to each holder of Registrable Securities that is an accredited investor
(as
25
<PAGE>
such term is defined in Rule 501 of Regulation D under the Securities Act)
the right to purchase that number of additional shares of the Company's capital
stock (or such other security), on the same terms and conditions as the proposed
C&D Sale, such that such holder would have the opportunity to hold the same
percentage of shares of the Company's capital stock (on a fully-diluted basis)
after giving effect to the C&D Sale, as such holder held immediately prior
thereto (an "Offer"). Notwithstanding the foregoing, none of the following
transactions shall constitute a C&D Sale: the issuance by the Company of any
shares of its capital stock (or any securities that may be exchanged for or
converted into such capital stock) (A) pursuant to the transactions described in
Section 1, (B) in exchange for Class A Common Stock or (C) upon conversion of
Class B Common Stock.
5.2. Offer Procedures. The Company shall make an Offer by delivering
----------------
to each holder of Registrable Securities at least 30 business days' prior
written notice of the proposed C&D Sale. Such notice will identify the number
of shares or amount of securities to be issued (the "Offered Securities"), the
proposed date of issuance and the price and other terms of the issuance. Such
notice will also include an offer to sell to each such holder that number of the
Offered Securities such that such holder would have the opportunity to hold the
same percentage of shares of the Company's capital stock (on a fully diluted
basis) after giving effect to the C&D Sale, as such holder had immediately prior
thereto (such holder's "Proportionate Share"), at the same price and on the same
other terms as are proposed for such C&D Sale, which offer by its terms shall
remain open for a period of 15 business days from the date of receipt of such
notice. Each such holder shall give notice to the Company of its intention to
accept an Offer prior to the end of the 15-business day period of such Offer,
setting forth such portion of the Offered Securities which such holder elects to
purchase. If any holder fails to subscribe for its Proportionate Share of the
Offered Securities, the other subscribing holders shall be entitled to purchase
such Offered Securities as are not subscribed for by such holder in such
proportion of the Offered Securities as they shall have theretofore agreed to
purchase until there are no unmet demands of subscribing holders or all Offered
Securities shall have been subscribed for. The Company shall notify each holder
five business days following the expiration of the 15-business day period
described above of the amount of Offered Securities which
26
<PAGE>
each such holder may purchase pursuant to the foregoing sentence, and each such
holder shall then have 10 business days from the delivery of such notice to
indicate such additional amount, if any, that such holder wishes to purchase.
Upon the closing of the C&D Sale as to which the Company has given notice, such
holder shall purchase from the Company, and the Company shall sell to such
holders, the Offered Securities subscribed for by such holders on the terms
specified in the Offer, which shall be the same terms at which all other persons
or entities acquire such securi ties in connection with such sale or issuance.
In the event that such holders do not subscribe for all of the Offered
Securities, the Company shall have 30 business days from the end of the
foregoing 15-business day or 30-business day period, whichever is applicable, to
sell all or any part of such Offered Securities as to which such holders have
not accepted an Offer to any other persons or entities, in all material respects
on terms and conditions that are no more favorable to such other persons or
entities or less favorable to the Company than those set forth in the Offer. Any
Offered Securities not purchased by such holders or other persons or entities in
accordance with this Section 5 may not be sold or otherwise disposed of by the
Company until they are again offered to such holders under the procedures
specified in this Section 5. Holders of Registrable Securities shall only be
eligible to acquire shares of the Company's Common Stock pursuant to Section 5.1
with respect to shares of Class A Common Stock or shares of Class B Common Stock
held immediately prior to delivery of notice of its intention to accept an
Offer.
6. Designation of Directors. Each holder of Registrable Securities
------------------------
agrees that so long as the C&D Fund owns any securities of the Company and the
Common Stock is not registered under the Exchange Act, the C&D Fund shall have
the right to designate at all times at least one director of the Company and
such additional rights as are set forth in the Fund Stock Subscription
Agreement. In addition, to the extent that the C&D Fund exercises its rights
described in the foregoing sentence, each holder of Registrable Securities
agrees to vote any shares of Common Stock held by it as may be necessary to
elect directors of the Company who include the designees of the C&D Fund.
27
<PAGE>
7. Miscellaneous.
-------------
7.1. Rule 144; Legended Securities; etc. If the Company shall have
----------------------------------
filed a registration statement pursuant to the requirements of Section 12 of the
Exchange Act or a registration statement pursuant to the requirements of the
Securities Act relating to any class of equity securities (other than a
registration statement pursuant to a Special Registration) the Company covenants
that it will file the reports required to be filed by it under the Securities
Act and the Exchange Act and the rules and regulations adopted by the Securities
and Exchange Commission thereunder (or, if the Company is not required to file
such reports, it will, upon the request of any holder of Registrable Securities,
make publicly available such information as necessary to permit sales pursuant
to Rule 144), and will take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell shares of Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144, as such Rule may be amended from time to time, or (b)
- -
any successor rule or regulation hereafter adopted by the Securities and
Exchange Commission.
The Company agrees that it will not issue new certificates for shares
of Registrable Securities without a legend restricting further transfer unless
such shares have been sold to the public pursuant to an effective registration
statement under the Securities Act or Rule 144, or unless otherwise permitted
under the Securities Act and the holder of such shares expressly so requests in
writing.
7.2. Amendments and Waivers. This Agreement may be amended, and the
----------------------
Company may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to act, of the holder or
holders of at least a majority of the shares of Registrable Securities. Each
holder of any Registrable Securities at the time or thereafter outstanding shall
be bound by any consent authorized by this Section 7.2, whether or not such
Registrable Securities shall have been marked to indicate such consent.
7.3. Nominees for Beneficial Owners. In the event that any
------------------------------
Registrable Securities are held by a nominee for the beneficial owner thereof,
the beneficial owner
28
<PAGE>
thereof may, at its election and unless notice is otherwise given to the Company
by the record owner, be treated as the holder of such Registrable Securities for
purposes of any request or other action by any holder or holders of Registrable
Securities pursuant to this Agreement or any determination of any number or
percentage of shares of Registrable Securities held by any holder or holders of
Registrable Securities contemplated by this Agreement. If the beneficial owner
of any Registrable Securities so elects, the Company may require assurances
reasonably satisfactory to it of such owner's beneficial ownership of such
Registrable Securities.
7.4. Successors, Assigns and Transferees. This Agreement shall be
-----------------------------------
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns. In addition, and whether or not any
express assignment shall have been made, the provisions of this Agreement which
are for the benefit of the parties hereto other than the Company shall also be
for the benefit of and enforceable by any subsequent holder of any Registrable
Securities, subject to the provisions respecting the minimum numbers or
percentages of shares of Registrable Securities required in order to be entitled
to certain rights, or take certain actions, contained herein.
7.5. Notices. All notices, requests, demands or other communications
-------
provided for hereunder shall be in writing and shall be deemed to have been duly
given to any party (a) when delivered personally (by courier service or
-
otherwise), (b) when delivered by telex and confirmed by receipt of the proper
-
telex answerback, (c) five days after being mailed by first class mail, postage
-
prepaid (registered or certified mail, return receipt requested), (d) when
-
receipt acknowledged, if telecopied, or (e) the next business day after timely
-
delivery to the courier, if sent by overnight air courier guaranteeing next day
delivery, in each case to the applicable address set forth beneath its name on
the schedules hereto, or to such other address as such party may have designated
to the Company in writing, or if to any other holder of Registrable Securities
at the address of such holder in the stock record books of the Company, and if
to the Company or the C&D Fund to the following addresses:
(i) if to the Company, to:
RACI Holding, Inc.
29
<PAGE>
c/o Remington Arms Company, Inc.
1007 Market Street
Wilmington, Delaware 19898
Attention: Chairman
---------
(ii) if to the C&D Fund, to:
The Clayton & Dubilier Private Equity
Fund IV Limited Partnership
270 Greenwich Avenue
Greenwich, Connecticut 06830
Attention: Clayton & Dubilier Associates IV
---------
Limited Partnership
Attention: Joseph L. Rice, III
or at such other address or addresses as the Company or the C&D Fund, as the
case may be, may have designated in writing to each holder of Registrable
Securities at the time outstanding. Copies of any notice or other communi-
cation given under the Agreement shall also be given to:
Clayton, Dubilier & Rice, Inc.
126 East 56th Street
New York, New York 10022
Attention: Richard C. Dresdale
---------
Telecopier: (212) 752-7629
and
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attention: Franci J. Blassberg, Esq.
---------
Telecopier: (212) 909-6836
7.6. Descriptive Headings. The descriptive headings of the several
--------------------
sections and paragraphs of this Agreement are inserted for convenience only
and do not constitute a part of this Agreement.
7.7. Governing Law. This Agreement shall be construed and enforced
-------------
in accordance with, and the rights of the parties shall be governed by, the
internal laws of the State of New York without regard to principles of
conflicts of laws.
30
<PAGE>
7.8. Counterparts. This Agreement may be executed simultaneously
------------
in one or more counterparts, and by different parties on separate
counterparts, each of which shall be deemed an original, but all such counter
parts shall together constitute one and the same instrument.
7.9. No Inconsistent Agreements. The Company will not hereafter
--------------------------
enter into any agreement with respect to its securities which is inconsistent
with the rights granted to the holders of Registrable Securities by this
Agreement.
7.10. Severability. Whenever possible, each provision of this
------------
Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
7.11. Remedies; Attorneys' Fees. Each holder of Registrable
-------------------------
Securities, in addition to being entitled to exercise all rights provided
herein or granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of any provision of this Agreement and hereby
agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate. In any action or proceeding brought to
enforce any provision of this Agreement, the successful party shall be
entitled to recover reasonable attorneys' fees in addition to its costs and
expenses and other available remedy.
7.12. Stock Splits, etc. Each holder of Registrable Securities
-----------------
agrees that it will vote to effect a stock split or combination with respect
to any Registrable Securities in connection with any registration of such
Registrable Securities hereunder, or otherwise, if the managing underwriter
shall advise the Company in writing (or, in connection with an offering that
is not underwritten, if an investment banker shall advise the Company in
writing) that in their or its opinion such a stock split or combination would
facilitate or increase the likelihood of success of the offering. Each holder
of
31
<PAGE>
Registrable Securities agrees that any number of shares of Common Stock
referred to in this Agreement shall be equitably adjusted to reflect any stock
split, stock dividend, stock combination, recapitalization or similar
transaction.
7.13. Term. This Agreement shall be effective as of the date
----
hereof and shall continue in effect thereafter until the earliest of (a) its
-
termination by the consent of the parties hereto or their respective
successors in interest, (b) the date on which no Registrable Securities remain
-
outstanding and (c) the dissolution, liquidation or winding up of the Company.
-
32
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement or caused this Agreement to be executed on its behalf as of the date
first written above.
RACI HOLDING, INC.
/s/ Joseph L. Rice, III
By:___________________________________
Name: Joseph L. Rice, III
Title: President
THE CLAYTON & DUBILIER PRIVATE
EQUITY FUND IV LIMITED PARTNERSHIP
By: Clayton & Dubilier Associates IV
Limited Partnership, the
General Partner
/s/ Joseph L. Rice, III
By:__________________________________
a general partner
Acknowledgment and Consent
--------------------------
The undersigned hereby acknowledges,
consents to and agrees to perform all
of the obligations relating to the under-
signed arising under or contemplated by
Sections 3.4(b) and 3.7 of the foregoing
Agreement, and any similar obligations
that it may be requested to undertake in
connection with any offering and issuance
of equity securities by RACI Holding, Inc.
RACI ACQUISITION CORPORATION
(to be renamed Remington Arms Company, Inc.)
/s/ Joseph L. Rice, III
By:_________________________
Name:
Title
33
<PAGE>
EXHIBIT 4.12
CLASS A COMMON STOCK
Incorporated Under the Laws of the State of Delaware
Number Shares
________________
RACI HOLDING, INC.
Class A Common Stock ___________ Shares-Par Value $.01 Each
Class B Common Stock ___________ Shares-Par Value $.01 Each
THIS CERTIFIES THAT ___________________________________________________ is the
registered holder of _____________________________________________ Shares
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed by its duly authorized officers and its Corporate Seal to be hereunto
affixed _______________________ this ______________ day of
_______________________ A.D. 19______.
_________________________ ______________________
President Secretary
<PAGE>
For Value Received ________ hereby sell, assign and transfer unto ________
______________________________________________________________________________
_____________________________________________________________________ Shares
represented by the within Certificate and do 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 _______________ __________ 19___
In presence of __________________________________________________
<PAGE>
EXHIBIT 5
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NY 10022
(212) 909-6000
August 22, 1997
RACI Holding, Inc.
870 Remington Drive
P.O. Box 700
Madison, North Carolina
27025-0700
RACI Holding, Inc.
Registration Statement on Form S-8
----------------------------------
Dear Sirs:
We have acted as counsel to RACI Holding, Inc., a Delaware corporation (the
"Registrant"), in connection with a Registration Statement on Form S-8 (the
"Registration Statement") filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Act"), relating to 12,500 shares (the "Stock Purchase Plan
Shares") of the Registrant's Class A Common Stock, par value $.01 per share,
that may be offered and sold by the Registrant under the RACI Holding, Inc.
Director Stock Purchase Plan (the "Stock Purchase Plan").
In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents, certificates and other instruments as in our judgment are necessary
or
<PAGE>
RACI Holding, Inc. 2 August 22, 1997
appropriate to enable us to render the opinion expressed below.
We are of the opinion that the Stock Purchase Plan Shares have been duly
authorized and that the Stock Purchase Plan Shares, upon issuance, delivery and
payment therefor in accordance with the terms of the Stock Purchase Plan, will
be validly issued, fully paid and non-assessable under the laws of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are experts with respect to any part of the Registration Statement, including
this exhibit, within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Debevoise & Plimpton
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF COOPERS & LYBRAND]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated, March 14, 1997, on our audits of the consolidated
financial statements of RACI Holding, Inc., and Subsidiaries as of December 31,
1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994 which
report is included in RACI Holding, Inc.'s Form S-4, as amended (File Nos.
333-4520-01, 333-4520) (the "Form S-4"). We also consent to the reference to
our firm under the caption "Experts" in the Form S-4.
/s/ Coopers & Lybrand L.L.P.
Greensboro, North Carolina
August 22, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned hereby
constitutes and appoints Samuel G. Grecco, Mark A. Little and Thomas L. Millner
and each of them (with full power to act alone) the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for and in the name and on behalf of the undersigned, to execute
any and all instruments and documents, and to do any and all other acts and
things, that any such attorney-in-fact and agent may deem necessary or
advisable, in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the registration under the Securities Act of the RACI Holding, Inc.
Director Stock Purchase Plan, pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Commission, including
specifically, but without limiting the generality of the foregoing, the power
and authority to execute, for and in the name and on behalf of the under signed
in any and all capacities, the Registration Statement, any and all supplements
and amendments (in cluding, without limitation, post-effective amendments) to
such Registration Statement, and any and all other instru ments or documents
filed as a part of, or in connection with, such Registration Statement and
supplements and amendments thereto; and the undersigned hereby ratifies and
confirms all that such attorneys-in-fact and agents, or any of them, shall do or
cause to be done by virtue hereof.
Signed this 22nd day of August, 1997.
/s/ Richard A. Gilleland
-------------------------------
RICHARD A. GILLELAND
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned hereby
constitutes and appoints Samuel G. Grecco, Mark A. Little and Thomas L. Millner
and each of them (with full power to act alone) the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for and in the name and on behalf of the undersigned, to execute
any and all instruments and documents, and to do any and all other acts and
things, that any such attorney-in-fact and agent may deem necessary or
advisable, in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the registration under the Securities Act of the RACI Holding, Inc.
Director Stock Purchase Plan, pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Commission, including
specifically, but without limiting the generality of the foregoing, the power
and authority to execute, for and in the name and on behalf of the under signed
in any and all capacities, the Registration Statement, any and all supplements
and amendments (in cluding, without limitation, post-effective amendments) to
such Registration Statement, and any and all other instru ments or documents
filed as a part of, or in connection with, such Registration Statement and
supplements and amendments thereto; and the undersigned hereby ratifies and
confirms all that such attorneys-in-fact and agents, or any of them, shall do or
cause to be done by virtue hereof.
Signed this 22nd day of August, 1997.
/s/ Richard E. Heckert
---------------------------
RICHARD E. HECKERT
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned hereby
constitutes and appoints Samuel G. Grecco, Mark A. Little and Thomas L. Millner
and each of them (with full power to act alone) the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for and in the name and on behalf of the undersigned, to execute
any and all instruments and documents, and to do any and all other acts and
things, that any such attorney-in-fact and agent may deem necessary or
advisable, in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the registration under the Securities Act of the RACI Holding, Inc.
Director Stock Purchase Plan, pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Commission, including
specifically, but without limiting the generality of the foregoing, the power
and authority to execute, for and in the name and on behalf of the under signed
in any and all capacities, the Registration Statement, any and all supplements
and amendments (in cluding, without limitation, post-effective amendments) to
such Registration Statement, and any and all other instru ments or documents
filed as a part of, or in connection with, such Registration Statement and
supplements and amendments thereto; and the undersigned hereby ratifies and
confirms all that such attorneys-in-fact and agents, or any of them, shall do or
cause to be done by virtue hereof.
Signed this 22nd day of August, 1997.
/s/ Bobby R. Brown
-----------------------
BOBBY R. BROWN
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned hereby
constitutes and appoints Samuel G. Grecco, Mark A. Little and Thomas L. Millner
and each of them (with full power to act alone) the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for and in the name and on behalf of the undersigned, to execute
any and all instruments and documents, and to do any and all other acts and
things, that any such attorney-in-fact and agent may deem necessary or
advisable, in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the registration under the Securities Act of the RACI Holding, Inc.
Director Stock Purchase Plan, pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Commission, including
specifically, but without limiting the generality of the foregoing, the power
and authority to execute, for and in the name and on behalf of the under signed
in any and all capacities, the Registration Statement, any and all supplements
and amendments (in cluding, without limitation, post-effective amendments) to
such Registration Statement, and any and all other instru ments or documents
filed as a part of, or in connection with, such Registration Statement and
supplements and amendments thereto; and the undersigned hereby ratifies and
confirms all that such attorneys-in-fact and agents, or any of them, shall do or
cause to be done by virtue hereof.
Signed this 22nd day of August, 1997.
/s/ Richard C. Dresdale
--------------------------
RICHARD C. DRESDALE
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned hereby
constitutes and appoints Samuel G. Grecco, Mark A. Little and Thomas L. Millner
and each of them (with full power to act alone) the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for and in the name and on behalf of the undersigned, to execute
any and all instruments and documents, and to do any and all other acts and
things, that any such attorney-in-fact and agent may deem necessary or
advisable, in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the registration under the Securities Act of the RACI Holding, Inc.
Director Stock Purchase Plan, pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Commission, including
specifically, but without limiting the generality of the foregoing, the power
and authority to execute, for and in the name and on behalf of the under signed
in any and all capacities, the Registration Statement, any and all supplements
and amendments (in cluding, without limitation, post-effective amendments) to
such Registration Statement, and any and all other instru ments or documents
filed as a part of, or in connection with, such Registration Statement and
supplements and amendments thereto; and the undersigned hereby ratifies and
confirms all that such attorneys-in-fact and agents, or any of them, shall do or
cause to be done by virtue hereof.
Signed this 22nd day of August, 1997.
/s/ Joseph L. Rice, III
---------------------------
JOSEPH L. RICE, III
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned hereby
constitutes and appoints Samuel G. Grecco, Mark A. Little and Thomas L. Millner
and each of them (with full power to act alone) the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for and in the name and on behalf of the undersigned, to execute
any and all instruments and documents, and to do any and all other acts and
things, that any such attorney-in-fact and agent may deem necessary or
advisable, in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the registration under the Securities Act of the RACI Holding, Inc.
Director Stock Purchase Plan, pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Commission, including
specifically, but without limiting the generality of the foregoing, the power
and authority to execute, for and in the name and on behalf of the under signed
in any and all capacities, the Registration Statement, any and all supplements
and amendments (in cluding, without limitation, post-effective amendments) to
such Registration Statement, and any and all other instru ments or documents
filed as a part of, or in connection with, such Registration Statement and
supplements and amendments thereto; and the undersigned hereby ratifies and
confirms all that such attorneys-in-fact and agents, or any of them, shall do or
cause to be done by virtue hereof.
Signed this 22nd day of August, 1997.
/s/ Leon J. Hendrix
-----------------------
LEON J. HENDRIX
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned hereby
constitutes and appoints Samuel G. Grecco and Mark A. Little and each of them
(with full power to act alone) the undersigned's true and lawful attorney-in-
fact and agent, with full power of substitution and resubsti tution, for and in
the name and on behalf of the undersigned, to execute any and all instruments
and documents, and to do any and all other acts and things, that any such
attorney-in-fact and agent may deem necessary or advisable, in compliance with
the Securities Act of 1933, as amended (the "Securities Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, in connection with the registration under the
Securities Act of the RACI Holding, Inc. Director Stock Purchase Plan, pursuant
to a Registration Statement on Form S-8 (the "Registration State ment") to be
filed with the Commission, including specific ally, but without limiting the
generality of the foregoing, the power and authority to execute, for and in the
name and on behalf of the undersigned in any and all capacities, the
Registration Statement, any and all supplements and amend ments (including,
without limitation, post-effective amend ments) to such Registration Statement,
and any and all other instruments or documents filed as a part of, or in connec
tion with, such Registration Statement and supplements and amendments thereto;
and the undersigned hereby ratifies and confirms all that such attorneys-in-fact
and agents, or any of them, shall do or cause to be done by virtue hereof.
Signed this 22nd day of August, 1997.
/s/ Thomas L. Millner
------------------------
THOMAS L. MILLNER
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned hereby
constitutes and appoints Samuel G. Grecco, Mark A. Little and Thomas L. Millner
and each of them (with full power to act alone) the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for and in the name and on behalf of the undersigned, to execute
any and all instruments and documents, and to do any and all other acts and
things, that any such attorney-in-fact and agent may deem necessary or
advisable, in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the registration under the Securities Act of the RACI Holding, Inc.
Director Stock Purchase Plan, pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Commission, including
specifically, but without limiting the generality of the foregoing, the power
and authority to execute, for and in the name and on behalf of the under signed
in any and all capacities, the Registration Statement, any and all supplements
and amendments (in cluding, without limitation, post-effective amendments) to
such Registration Statement, and any and all other instru ments or documents
filed as a part of, or in connection with, such Registration Statement and
supplements and amendments thereto; and the undersigned hereby ratifies and
confirms all that such attorneys-in-fact and agents, or any of them, shall do or
cause to be done by virtue hereof.
Signed this 22nd day of August, 1997.
/s/ H. Norman Schwarzkopf
-----------------------------
H. NORMAN SCHWARZKOPF
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned hereby
constitutes and appoints Samuel G. Grecco, Mark A. Little and Thomas L. Millner
and each of them (with full power to act alone) the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for and in the name and on behalf of the undersigned, to execute
any and all instruments and documents, and to do any and all other acts and
things, that any such attorney-in-fact and agent may deem necessary or
advisable, in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the registration under the Securities Act of the RACI Holding, Inc.
Director Stock Purchase Plan, pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Commission, including
specifically, but without limiting the generality of the foregoing, the power
and authority to execute, for and in the name and on behalf of the under signed
in any and all capacities, the Registration Statement, any and all supplements
and amendments (in cluding, without limitation, post-effective amendments) to
such Registration Statement, and any and all other instru ments or documents
filed as a part of, or in connection with, such Registration Statement and
supplements and amendments thereto; and the undersigned hereby ratifies and
confirms all that such attorneys-in-fact and agents, or any of them, shall do or
cause to be done by virtue hereof.
Signed this 22nd day of August, 1997.
/s/ Stephen D. Bechtel, Jr.
---------------------------
STEPHEN D. BECHTEL, JR.
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned hereby
constitutes and appoints Samuel G. Grecco, Mark A. Little and Thomas L. Millner
and each of them (with full power to act alone) the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for and in the name and on behalf of the undersigned, to execute
any and all instruments and documents, and to do any and all other acts and
things, that any such attorney-in-fact and agent may deem necessary or
advisable, in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and any rules, regulations and requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the registration under the Securities Act of the RACI Holding, Inc.
Director Stock Purchase Plan, pursuant to a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Commission, including
specifically, but without limiting the generality of the foregoing, the power
and authority to execute, for and in the name and on behalf of the under signed
in any and all capacities, the Registration Statement, any and all supplements
and amendments (in cluding, without limitation, post-effective amendments) to
such Registration Statement, and any and all other instru ments or documents
filed as a part of, or in connection with, such Registration Statement and
supplements and amendments thereto; and the undersigned hereby ratifies and
confirms all that such attorneys-in-fact and agents, or any of them, shall do or
cause to be done by virtue hereof.
Signed this 22nd day of August, 1997.
/s/ Hubbard C. Howe
-------------------------------
HUBBARD C. HOWE
Chairman and Chief Executive Officer
