Exhibit 4.4
Execution Copy
BANC OF AMERICA SECURITIES
LLC
CREDIT LYONNAIS SECURITIES (USA)
INC.
BNY CAPITAL MARKETS, INC.
NATCITY INVESTMENTS, INC.
ALLIANT TECHSYSTEMS
INC.
2.75% Convertible Senior
Subordinated Notes due 2024
Registration Rights
Agreement
Dated as of February 19,
2004
REGISTRATION RIGHTS AGREEMENT, dated
as of February 19, 2004, among Alliant Techsystems Inc., a
Delaware corporation (together with any successor entity, herein
referred to as the “ Company ”), the
Company’s subsidiaries signatory hereto (together with any
successor entity, herein referred to as the “ Subsidiary
Guarantors ”), Banc of America Securities LLC, Credit
Lyonnais Securities (USA) Inc., BNY Capital Markets, Inc. and
NatCity Investments, Inc., in their capacity as initial purchasers
(the “ Initial Purchasers ”) under the Purchase
Agreement (as defined below).
Pursuant to the Purchase Agreement,
dated February 12, 2004 (the “ Purchase Agreement
”), among the Company, the Subsidiary Guarantors and the
Initial Purchasers, the Initial Purchasers have agreed to purchase
from the Company $280,000,000 in aggregate principal amount of the
Company’s 2.75% Convertible Senior Subordinated Notes due
2024 (the “ Notes ”) to be jointly and severally
guaranteed on an unsecured, senior subordinated basis by the
Subsidiary Guarantors. The Notes will be convertible, on the
terms, and subject to the conditions, set forth in the Indenture
(as defined herein), into fully paid, nonassessable shares of
common stock, par value $0.01 per share, of the Company together
with the rights evidenced by such Common Stock to the extent
provided in the Rights Agreement dated as of May 7, 2002 between
the Company and LaSalle Bank National Association, as rights agent
(collectively, the “ Common Stock ”). To
induce the Initial Purchasers to purchase the Notes, the Company
and the Subsidiary Guarantors have agreed to provide the
registration rights set forth in this Agreement pursuant to
Section 5(h) of the Purchase Agreement.
The parties hereby agree as
follows:
1.
Definitions.
Capitalized terms used in this
Agreement without definition shall have their respective meanings
set forth in the Purchase Agreement. As used in this
Agreement, the following capitalized terms shall have the following
meanings:
“ Additional Amounts
”: As defined in Section 3(a) hereof.
“ Additional Amounts
Payment Date ”: Each February 15 and
August 15.
“ Affiliate ” of
any specified person means any other person which, directly or
indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this
definition, control of a person means the power, direct or
indirect, to direct or cause the direction of the management and
policies of such person whether by contract or otherwise; and the
terms “controlling” and “controlled” have
meanings correlative to the foregoing.
“ Agreement
”: This Resale Registration Rights
Agreement.
“ Amendment Effectiveness
Deadline Date ” has the meaning set forth in
Section 2(e) hereof.
“ Blue Sky Application
”: As defined in Section 6(a)(i)
hereof.
“ Business Day
”: The definition of “Business Day” in the
Indenture.
“ Commission
”: Securities and Exchange Commission.
“ Common Stock
”: As defined in the preamble hereto.
“ Company
”: As defined in the preamble hereto.
“ Effectiveness Period
”: As defined in Section 2(a)(iii)
hereof.
“ Effectiveness Target
Date ”: As defined in Section 2(a)(ii)
hereof.
“ Exchange Act
”: Securities Exchange Act of 1934, as
amended.
“ Holder ”:
A Person who owns, beneficially or otherwise, Transfer Restricted
Securities.
“ Indemnified Holder
”: As defined in Section 6(a) hereof.
“ Indenture
”: The Indenture, dated as of February 19, 2004
among the Company, the Subsidiary Guarantors and BNY Midwest Trust
Company, as trustee (the “Trustee”), pursuant to which
the Notes are to be issued, as such Indenture is amended, modified
or supplemented from time to time in accordance with the terms
thereof.
“ Initial Purchasers
”: As defined in the preamble hereto.
“ Majority of Holders
”: Holders holding over 50% of the aggregate principal
amount of Notes outstanding; provided that, for the purpose of this
definition, a holder of shares of Common Stock which constitute
Transfer Restricted Securities and issued upon conversion,
redemption or repurchase of the Notes shall be deemed to hold an
aggregate principal amount of Notes (in addition to the principal
amount of Notes held by such holder) equal to the quotient of (x)
the number of such shares of Common Stock held by such holder and
(y) the conversion rate in effect at the time of such conversion,
redemption or repurchase as determined in accordance with the
Indenture.
“ NASD ”:
National Association of Securities Dealers, Inc.
“ Notes ”:
As defined in the preamble hereto.
“ Notice and
Questionnaire ”: A written notice executed by the
respective Holder and delivered to the Company containing
substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the
Offering Memorandum of the Company issued February 12, 2004
relating to the Notes.
“ Notice Holder
”: On any date, a Holder that has delivered a Notice and
Questionnaire to the Company on or prior to such date.
“ Person ”:
An individual, partnership, corporation, company, unincorporated
organization, trust, joint venture or a government or agency or
political subdivision thereof.
“ Purchase Agreement
”: As defined in the preamble hereto.
“ Prospectus
”: The prospectus included in a Shelf Registration
Statement, as amended or supplemented by any prospectus supplement
and by all other amendments thereto, including post-effective
amendments, and all documents incorporated by reference into such
prospectus.
“ Record Holder
”: With respect to any Additional Amounts Payment Date,
each Person who is a Holder on the 15 th day preceding
the relevant Additional Amounts Payment Date. In the case of
a Holder of shares of Common Stock issued upon conversion of the
Notes, “Record Holder” shall mean each Person who is a
Holder of shares of Common Stock which constitute Transfer
Restricted Securities on the 15 th day preceding the
relevant Additional Amounts Payment Date.
“ Registration Default
”: As defined in Section 3(a) hereof.
“ Securities Act
”: Securities Act of 1933, as amended.
“ Shelf Filing Deadline
”: As defined in Section 2(a)(i) hereof.
“ Shelf Registration
Statement ”: As defined in Section 2(a)(i)
hereof.
“ Subsequent Shelf
Registration Statement ” has the meaning set forth in
Section 2(c) hereof.
“ Subsidiary Guarantees
”: The unsecured, senior subordinated guarantees of the Notes
by the Subsidiary Guarantors.
“ Subsidiary Guarantors
”: As defined in the preamble hereto.
“ Suspension Notice
”: As defined in Section 4(c) hereof.
“ Suspension Period
”: As defined in Section 4(b)(i)
hereof.
“ TIA ”:
Trust Indenture Act of 1939, as amended, and the rules and
regulations of the Commission thereunder, in each case, as in
effect on the date the Indenture is qualified under the
TIA.
“ Transfer Restricted
Securities ”: Each Note (and the Subsidiary
Guarantees thereof) and each share of Common Stock issued upon
conversion of Notes until the earlier of:
(i)
the date on which the offer and sale
of such Note or such share of Common Stock issued upon conversion
has been effectively registered under the Securities Act and such
Note or such share of Common Stock have been disposed of in
accordance with the Shelf Registration Statement;
(ii)
the date on which such Note or such
share of Common Stock issued upon conversion is transferred in
compliance with Rule 144 under the Securities Act or may be sold or
transferred by a person who is not an affiliate of the Company
pursuant to Rule 144 under the Securities Act (or any other similar
provision then in force) without any volume or manner of sale
restrictions thereunder; or
(iii)
the date on which such Note or such
share of Common Stock issued upon conversion ceases to be
outstanding (whether as a result of redemption, repurchase and
cancellation, conversion or otherwise).
“ Underwritten
Registration ”: A registration in which Notes of
the Company are sold to an underwriter for reoffering to the
public.
Unless the context otherwise
requires, the singular includes the plural, and words in the plural
include the singular.
2.
Shelf Registration
.
(a)
The Company and the Subsidiary
Guarantors shall:
(i)
not later than 130 days after the
date hereof (the “ Shelf Filing Deadline ”),
cause to be filed a registration statement pursuant to Rule 415
under the Securities Act (the “ Shelf Registration
Statement ”), which Shelf Registration Statement shall
provide for resales of all Transfer Restricted Securities
held
by Holders that have provided the
information required pursuant to the terms of Section 2(b)
hereof;
(ii)
use reasonable efforts to cause the
Shelf Registration Statement to be declared effective by the
Commission not later than 210 days after the date hereof (the
“ Effectiveness Target Date ”); and
(iii)
use reasonable efforts to keep the
Shelf Registration Statement continuously effective, supplemented
and amended as required by the provisions of Section 4(b)
hereof to the extent necessary to ensure that (A) it is available
for resales by the Holders of Transfer Restricted Securities
entitled, subject to Section 2(b), to the benefit of this
Agreement and (B) conforms with the requirements of this Agreement
and the Securities Act and the rules and regulations of the
Commission promulgated thereunder as announced from time to time,
for a period (the “ Effectiveness Period ”)
until the earliest of:
(1)
two years following the last date of
original issuance of any of the Notes;
(2)
the date when the Holders of
Transfer Restricted Securities are able to sell all such Transfer
Restricted Securities immediately without restriction pursuant to
the volume limitation provisions of Rule 144 under the Securities
Act; or
(3)
the date when all of the Transfer
Restricted Securities have been sold either pursuant to the Shelf
Registration Statement or pursuant to Rule 144 under the Securities
Act or any similar provision then in force.
(b)
At the time the Shelf Registration
Statement is declared effective, each Holder that became a Notice
Holder on or prior to the date fifteen (15) Business Days prior to
such time of effectiveness shall be named as a selling
securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver
such Prospectus to purchasers of Transfer Restricted Securities in
accordance with applicable law. None of the Company’s
or any of the Subsidiary Guarantors’ securityholders (other
than the Holders of Transfer Restricted Securities) shall have the
right to include any of the Company’s or any of the
Subsidiary Guarantors’ securities in the Shelf Registration
Statement.
(c)
If the Shelf Registration Statement
or any Subsequent Shelf Registration Statement ceases to be
effective for any reason at any time during the Effectiveness
Period (other than because all Transfer Restricted Securities
registered thereunder shall have been resold pursuant thereto or
shall have otherwise ceased to be Transfer Restricted Securities),
the Company and the Subsidiary Guarantors shall use reasonable
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within ten (10)
Business Days of such cessation of effectiveness amend the Shelf
Registration Statement in a manner reasonably expected to obtain
the withdrawal of the order suspending the effectiveness thereof,
or file an additional Shelf Registration Statement covering all of
the securities that as of the date of such filing are Transfer
Restricted Securities ( a “ Subsequent Shelf Registration
Statement ”). If a Subsequent Shelf Registration
Statement is filed, the Company and the Subsidiary Guarantors shall
use reasonable efforts to cause the Subsequent Shelf Registration
Statement to become effective as promptly as is practicable after
such filing and to keep such Registration Statement (or subsequent
Shelf Registration Statement) continuously effective until the end
of the Effectiveness Period.
(d)
The Company and the Subsidiary
Guarantors shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company and the
Subsidiary Guarantors for such Shelf Registration Statement, if
required by the Securities Act or as reasonably requested by the
Initial Purchasers or by the Trustee on behalf of the Holders of
the Transfer Restricted Securities covered by such Shelf
Registration Statement.
(e)
Each Holder agrees that if such
Holder wishes to sell Transfer Restricted Securities pursuant to a
Shelf Registration Statement and related Prospectus, it will do so
only in accordance with this Section 2(e) and
Section 4(b). Each Holder wishing to sell Transfer
Restricted Securities pursuant to a Shelf Registration Statement
and related Prospectus agrees to deliver a Notice and Questionnaire
to the Company at least three (3) Business Days prior to any
intended distribution of Transfer Restricted Securities under the
Shelf Registration Statement. From and after the date the
Shelf Registration Statement is declared effective the Company and
the Subsidiary Guarantors shall, as promptly as practicable after
the date a Notice and Questionnaire is delivered, and in any event
upon the later of (x) fifteen (15) calendar days after such date
(but no earlier than fifteen (15) calendar days after
effectiveness) or (y) fifteen (15) calendar days after the
expiration of any Suspension Period in effect when the Notice and
Questionnaire is delivered or put into effect within
fifteen (15) calendar days of such
delivery date or, if the Company and the Subsidiary Guarantors are
required to file with the Commission a new Shelf Registration
Statement, within thirty (30) calendar days after the date a Notice
and Questionnaire is delivered:
(i)
if required by applicable law, file
with the Commission a post-effective amendment to the Shelf
Registration Statement or an additional Shelf Registration
Statement or prepare and, if required by applicable law, file a
supplement to the related Prospectus or a supplement or amendment
to any document incorporated therein by reference or file any other
required document so that the Holder delivering such Notice and
Questionnaire is named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus in such a manner
as to permit such Holder to deliver such Prospectus to purchasers
of the Transfer Restricted Securities in accordance with applicable
law and, if the Company and the Subsidiary Guarantors shall file a
post-effective amendment to the Shelf Registration Statement or
such additional Shelf Registration Statement, as the case may be,
use reasonable efforts to cause such post-effective amendment or
such additional Shelf Registration Statement, as the case may be,
to be declared effective under the Securities Act as promptly as is
practicable, but in any event by the date (the “Amendment
Effectiveness Deadline Date” ) that is sixty (60) days
after the date such post effective amendment or such additional
Shelf Registration Statement is required by this clause to be
filed;
(ii)
upon its request, provide such
Holder copies of any documents filed pursuant to
Section 2(e)(i); and
(iii)
notify such Holder as promptly as
practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to
Section 2(e)(i);
provided that if such Notice and Questionnaire is
delivered during a Suspension Period, the Company shall so inform
the Holder delivering such Notice and Questionnaire and shall take
the actions set forth in clauses (i), (ii) and (iii) above upon
expiration of the Suspension Period in accordance with
Section 4(b). Notwithstanding anything contained herein
to the contrary, (i) neither the Company nor any of the Subsidiary
Guarantors shall be under any obligation to name any Holder that is
not a Notice Holder as a selling securityholder in any Registration
Statement or related Prospectus and (ii) the Amendment
Effectiveness Deadline Date shall be extended by up to fifteen (15)
calendar days from the expiration of a Suspension Period (and
neither the Company nor any of the Subsidiary Guarantors shall
incur any obligation to pay Additional Amounts
during such extension) if such Suspension Period
shall be in effect on the Amendment Effectiveness Deadline
Date.
3.
Additional Amounts
.
(a)
If:
(i)
the Shelf Registration Statement is
not filed with the Commission prior to or on the Shelf Filing
Deadline;
(ii)
the Shelf Registration Statement has
not been declared effective by the Commission prior to or on the
Effectiveness Target Date;
(iii)
the Company or any of the Subsidiary
Guarantors has failed to perform its obligations set forth in
Section 2(e) within the time period required
therein;
(iv)
any post-effective amendment to a
Shelf Registration Statement or additional Shelf Registration
Statement filed pursuant to Section 2(e)(i) has not become
effective under the Securities Act on or prior to the Amendment
Effectiveness Deadline Date;
(v)
except as provided in
Section 4(b)(i) hereof, the Shelf Registration Statement is
filed and declared effective but, during the Effectiveness Period,
shall thereafter cease to be effective or fail to be usable for its
intended purpose without being succeeded within ten (10) Business
Days by a post-effective amendment to the Shelf Registration
Statement, a supplement to the Prospectus or a report filed with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act that cures such failure and, in the case of a
post-effective amendment, is itself immediately declared effective;
or
(vi)
(A) prior to or on the 45th
day, as the case may be, of any Suspension Period, such suspension
has not been terminated or (B) Suspension Periods exceed an
aggregate of 120 days in any 360 day period,
(each such event referred to in foregoing
clauses (i) through (vi), a “ Registration Default
”), the Company and the Subsidiary Guarantors hereby, jointly
and severally, agree to pay interest (“ Additional
Amounts ”) with respect to the Transfer Restricted
Securities as provided herein from and including the day following
the Registration Default to but excluding the earlier of (1) the
day on
which the Registration Default has been cured
and (2) the date the Shelf Registration Statement is no longer
required to be kept effective as set out below:
(A)
in respect of the Notes, the Company
and each of the Subsidiary Guarantors jointly and severally agree
to pay interest to each holder of Notes, accruing at a rate (x)
with respect to the first 90-day period during which a Registration
Default shall have occurred and be continuing, equal to 0.25% per
annum of the aggregate principal amount of the Notes, and (y) with
respect to the period commencing on the 91st day following the day
the Registration Default shall have occurred and be continuing,
equal to 0.50% per annum of the aggregate principal amount of the
Notes; provided that in no event shall Additional Amounts
accrue at a rate per year exceeding 0.50% of the aggregate
principal amount of the Notes; and
(B)
in respect of Notes submitted for
conversion into Common Stock during a Registration Default only,
the Company and each of the Subsidiary Guarantors jointly and
severally agree to pay accrued and unpaid Additional Amounts to the
holders of such Notes calculated in accordance with paragraph (A)
up to and including the Conversion Date (as defined in the
Indenture) and to issue, or cause to be issued, additional shares
to each Holder that has submitted for conversion some or all of its
Notes into Common Stock equal to 3% of the applicable Conversion
Rate (as defined in the Indenture) for each $1,000 principal amount
of Notes (except to the extent the Company elects to deliver cash
upon conversion in accordance with the terms of the Indenture);
and
(C)
in respect of Common Stock, each
Holder of such Common Stock will not be entitled to any Additional
Amounts.
Notwithstanding the provisions in
this Section 3(a), if any Additional Amounts are payable as a
result of the Company’s and the Subsidiary Guarantors’
failure to add the name of a Holder as an additional selling
securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver
such Prospectus to purchasers of the Transfer Restricted Securities
in accordance with applicable law and if such failure shall have
not resulted in a Registration Default with respect to the other
Holders, only such Holder shall be entitled to receive such
Additional Amounts.
(b)
All Additional Amounts accrued in
accordance with paragraph (A) above shall be paid in arrears to
Record Holders by the Company and the Subsidiary Guarantors on each
Additional Amounts Payment Date. All Additional Amounts and
additional shares of Common Stock payable in accordance with
paragraph (B) above shall be paid and delivered on the settlement
date relating to the applicable Conversion Date. Upon the
cure of all Registration Defaults relating to any particular Note
or share of Common Stock, the accrual of Additional Amounts with
respect to such Note or share of Common Stock will
cease.
All obligations of the Company and
the Subsidiary Guarantors set forth in this Section 3 that are
outstanding with respect to any Transfer Restricted Security at the
time such security ceases to be a Transfer Restricted Security
shall survive until such time as all such obligations with respect
to such Transfer Restricted Security shall have been satisfied in
full.
The Additional Amounts set forth
above shall be the exclusive monetary remedy available to the
Holders of Transfer Restricted Securities for each Registration
Default.
4.
Registration
Procedures .
(a)
In connection with the Shelf
Registration Statement, the Company and the Subsidiary Guarantors
shall comply with all the provisions of Section 4(b) hereof
and shall use reasonable efforts to effect such registration to
permit the sale of the Transfer Restricted Securities, and pursuant
thereto, shall as expeditiously as possible but no later than the
Shelf Filing Deadline prepare and file with the Commission a Shelf
Registration Statement relating to the registration on any
appropriate form under the Securities Act.
(b)
In connection with the Shelf
Registration Statement and any Prospectus required by this
Agreement to permit the sale or resale of Transfer Restricted
Securities, the Company and the Subsidiary Guarantors
shall:
(i)
Subject to any notice by the Company
or any of the Subsidiary Guarantors in accordance with this
Section 4(b) of the existence of any fact or event of the kind
described in Section 4(b)(iii)(D), use reasonable efforts to
keep the Shelf Registration Statement continuously effective during
the Effectiveness Period; upon the occurrence of any event that
would cause the Shelf Registration Statement or the Prospectus
contained therein (A) to contain 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 or
(B) not to be effective and usable for resale of Transfer
Restricted Securities during the Effectiveness Period, the Company
and the Subsidiary Guarantors shall file promptly an appropriate
amendment to the Shelf Registration Statement, a supplement to the
Prospectus or a report filed with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the
case of clause (A), correcting any such misstatement or omission,
and, in the case of either clause (A) or (B), use reasonable
efforts to cause such amendment to be declared effective and the
Shelf Registration Statement and the related Prospectus to become
usable for their intended purposes as soon as practicable
thereafter. Notwithstanding the foregoing, the Company may
suspend the effectiveness of the Shelf Registration Statement by
written notice to the Holders for a period not to exceed an
aggregate of 45 days in any 90-day period (each such period, a
“ Suspension Period ”) if:
(x) an event occurs and
is continuing as a result of which the Shelf Registration
Statement, the Prospectus, any amendment or supplement thereto, or
any document incorporated by reference therein would, in the
Company’s judgment, contain 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;
and
(y) the Company
determines in good faith that the disclosure of such event at such
time would be seriously detrimental to the Company and its
subsidiaries;
provided that, the Suspension Periods shall not exceed an
aggregate of 120
