Registration Rights Agreement Dated July 23, 1996

EXHIBIT 10.1


EXECUTION COPY ================================================================================


REGISTRATION RIGHTS AGREEMENT


Dated as of July 23, 1996


by and between


CALCOMP TECHNOLOGY, INC.,
a Delaware corporation
(the "Company")


and


LOCKHEED MARTIN CORPORATION,
a Maryland corporation
(the "Stockholder")


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REGISTRATION RIGHTS AGREEMENT
-----------------------------


This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of the 23rd day of July, 1996, by and between CALCOMP TECHNOLOGY, INC., a Delaware corporation (the "Company") and LOCKHEED MARTIN CORPORATION, a Maryland corporation (the "Stockholder").


WHEREAS, pursuant to Sections 5.2(e) and 6.2 of the Plan of Reorganization and Agreement for the Exchange of Stock of CalComp Inc. for Stock of Summagraphics Corporation dated as of the 19th day of March, 1996, as amended, by and among the Stockholder, CalComp Inc., a California corporation ("CalComp"), and Summagraphics Corporation ("Summagraphics") (the "Reorganization Agreement"), Summagraphics and the Stockholder agreed to execute and deliver this Agreement at the closing (the "Closing") of the transactions contemplated by the Reorganization Agreement;


WHEREAS, pursuant to the Reorganization Agreement, Summagraphics agreed to issue and deliver to the Stockholder shares of Summagraphics Common Stock, par value $.01 per share (the "Common Stock"), representing 89.7% of its issued and outstanding shares of capital stock, on a fully diluted basis, in exchange for the transfer and delivery of all of the issued and outstanding capital stock of CalComp to the Company, all pursuant to and in accordance with the terms of the Reorganization Agreement; and


WHEREAS, simultaneously with the execution and delivery of this Agreement, the Closing has occurred.


NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Stockholder agree as follows:


1. Certain Definitions. (a) Capitalized terms used but not otherwise
------------------- defined herein shall have the meaning given them in the Reorganization Agreement.


(b) As used in this Agreement, the following terms shall have the following meanings:


"Assignee" shall mean a Person who purchases shares of Common Stock from the Stockholder (or another Assignee) other than in a registered distribution, but only to the extent that the Stockholder specifically and in writing assigns its rights and benefits under this Agreement to such purchaser in respect of the shares of Common Stock purchased from the Stockholder and only if the Person agrees in writing to be bound by the terms and conditions of this Agreement.


"Commission" shall mean the Securities and Exchange Commission, or any other Federal agency administering the Securities Act.


"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, as the same shall be in effect at the time.


"Person" shall mean any individual, corporation, unincorporated association, business trust, estate, partnership, limited liability company, limited liability partnership, trust, state, the United States or any other entity.


"Registrable Securities" shall mean all shares of Common Stock or all shares of Common Stock issued in exchange for or in replacement thereof or upon the exercise or conversion of any right or security, now or hereafter owned, directly or indirectly, by the Stockholder.


"Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, as the same shall be in effect at the time.


2. Piggy-back Registration Rights.
------------------------------


(a) In the case of any proposed registration of shares of capital stock or other securities of the Company under the Securities Act (except with respect to registration statements on Forms S-4 or S-8 or successor forms) on any form that also would be eligible for use by the Stockholder or any Assignees in respect of the Registrable Securities, the Company will give to the Stockholder and the Assignees at least 30 days prior written notice of the filing or proposed filing of the registration statement.


(b) Subject to the provisions of Section 2(c), each of the Stockholder and Assignees shall have the right to elect within 20 days after receipt of such notice to elect to include in such registration statement all or any part of the Registrable Securities, which election shall be made by written notice to the Company within such 20-day period specifying the number of Registrable Securities that the Stockholder desires to so include.


(c) In the case of an underwritten public offering, if the managing underwriter participating in the sale and distribution of the Company's securities covered by such registration statement advises the Company in good faith that marketing factors require the exclusion of some or all of the Registrable Securities which the Stockholder or any Assignee has requested be included in such registration statement, then the Company shall be obligated to include in the registration statement only such aggregate number of Registrable Securities (the "Permissible Shares") as the managing underwriter shall in good faith advise the Company may be included in the offering. If the aggregate number of Registrable Securities that the Stockholder and the Assignees shall have requested be


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included in such registration statement together with the number of shares requested to be included therein by other holders of Common Stock having registration rights as of the date of this Agreement (the "Other Holders") exceeds the number of Permissible Shares, then each of the Stockholder and Assignees, at its option, shall be entitled to withdraw its election to include all or a portion of the Registrable Securities in such registration statement and the Stockholder and Assignees who elect not to withdraw their election to include all or a portion of the Registrable Securities in such registration statement shall have the number of Registrable Securities that they are entitled to include in the registration statement reduced pro rata based upon the number of Registrable Securities each such Stockholder or Assignee initially requested be included in the registration statement together with all shares of Common Stock requested to be registered by Other Holders such that the total number of Registrable Securities to be included on behalf of the Stockholder, Assignees and Other Holders does not exceed the Permissible Shares.


(d) Except for those registration rights set forth on Schedule 2(d) attached hereto, the Company represents and warrants to the Stockholder and the Assignees that, except as provided in this Agreement, the Company has not granted to any stockholder, holder of warrants or options for the purchase of shares of capital stock or any other Person any "piggy-back," demand or other registration rights with respect to any shares of capital stock or other securities of the Company. The Company agrees that it will not until such time as the Stockholder and Assignees no longer own Registrable Securities with an aggregate market value of at least $25,000,000 determined on the basis of the average of the high and low trading prices of the Company's Common Stock on the five trading days immediately preceding such determination, without the prior written consent of the Stockholder, hereafter grant to any Person "piggy-back," demand or other registration rights with respect to any shares of capital stock or other securities of the Company.


(e) The Company shall be obligated to afford the Stockholder and Assignees the right to participate in each and every such registration taking place in accordance with the provisions of this Section 2 until the aggregate number of Registerable Securities then owned by the Stockholder and Assignees may be sold pursuant to Rule 144 in a single market transaction without registration under the Securities Act. Notwithstanding anything contained herein to the contrary, the Company agrees that it will not permit or agree to be included in any registration statement any shares of capital stock or other securities of the Company held by any Person (other than a Stockholder, any Assignee or any Other Holder having contractual rights to include shares therein as of the date hereof) until all outstanding Registrable Securities have been included in registration statements and sold, unless, in the case of each such registration, the Stockholder and Assignees first shall have been offered, and declined, the opportunity to include all of the Registrable Securities in a


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registration statement filed with and declared effective by the Commission under the Securities Act.


3. Demand Registration Rights. (a) Subject to the provisions of
-------------------------- Section 3(b) below, the Company covenants and agrees that, at any time after the date of this Agreement and from time to time thereafter, upon receipt of a written request therefor from the Stockholder (or Assignees owning in the aggregate at least 25% of the Common Stock issued to the Stockholder on the date hereof), the Company shall, as promptly as is reasonably practicable, use its best efforts to file a registration statement to register under the Securities Act for sale to the public all or a portion of the Registrable Securities, and thereafter use its best efforts to file such amendment or amendments as may be necessary to cause the registration statement to be declared effective; provided, however, that the Company shall have no obligation under this Section 3 to register Registrable Securities on behalf of any of the Stockholder or Assignees unless the reasonably anticipated aggregate offering price to the public of such Registrable Securities, as stated by the Stockholder and Assignees requesting registration in their written request therefor, equals or exceeds $15,000,000, and provided further that the Company shall not be required to file more than three registration statements pursuant to this Section 3 on a form other than Form S-3 and in no event shall be required to file more than four registration statements pursuant to this Section 3. The rights granted under this Section 3 may be exercised by the Stockholder no more often than once in any six month period. The demand registration rights granted by this Section 3 will terminate when the aggregate number of Registerable Securities then owned by the Stockholder and Assignees may be sold under Rule 144 in a single market transaction without registration under the Securities Act.


(b) With respect to any registration statement filed, or to be filed, pursuant to this Section 3, if CalComp Technology shall furnish to the Stockholders and Assignees that have made such request a resolution of the Board of Directors of CalComp Technology (adopted by the affirmative vote of a majority of the Board of Directors of CalComp Technology) certified by the President of CalComp Technology stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond CalComp Technology's reasonable control of any required financial statements, or any other event or condition of similar significance to CalComp Technology) be significantly disadvantageous (a "Disadvantageous Condition") to CalComp Technology for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, CalComp Technology may cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of


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which CalComp Technology shall promptly deliver to the Stockholder and Assignees). Upon receipt of any such notice of a Disadvantageous Condition, the Stockholder and Assignees shall forthwith discontinue use of the prospectus contained in reg ...