Exhibit 15
S&S DRAFT
05/05/00
AMENDMENT NO. 1 TO VOTING AND REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1 TO VOTING AND REGISTRATION RIGHTS AGREEMENT, dated as
of May [__], 2000 (this "Amendment"), among CE Computer Equipment AG, an
Aktiengesellschaft organized and existing under the laws of the Federal Republic
of Germany (the "Acquiror"), and each of the parties identified on Schedule A
hereto (individually a "Stockholder" and collectively, the "Stockholders").
WHEREAS, the Acquiror and each of the Stockholders have entered into
the Voting and Registration Rights Agreement (the "Voting Agreement"), dated as
of November 19, 1999 (capitalized terms used but not defined in this Amendment
having the meanings assigned to them in the Voting Agreement);
WHEREAS, the Acquiror and TREEV, Inc., a Delaware corporation (the
"Company") have entered into the Agreement and Plan of Merger, dated as of
November 19, 1999 (the "Original Merger Agreement");
WHEREAS, the Acquiror executed a Letter Waiver, dated March 22, 2000,
in favor of the Company, waiving compliance with the closing condition contained
in Section 7.02(g) of the Original Merger Agreement;
WHEREAS, the Acquiror and the Company have, contemporaneously with the
execution of this Amendment, amended and restated the Original Merger Agreement
(as so amended and restated, the "Amended and Restated Merger Agreement") to
reflect, among other things, that (i) the Acquiror and the Company no longer
intend that the Merger shall be accounted for as a "pooling of interests" for
financial reporting purposes under applicable United States accounting rules and
the accounting standards of the United States Securities and Exchange
Commission, (ii) the approval of the Amended and Restated Merger Agreement by
the stockholders of the Acquiror is no longer required and (iii) the Company's
Series M Convertible Preferred Stock, par value $.0001 per share, and the
Company's Convertible Preferred Stock, par value $.0001 per share, have been
converted into common stock, par value $.0001 per share, of the Company;
WHEREAS, as an essential condition and inducement to the Acquiror to
enter into the Amended and Restated Merger Agreement and in consideration
therefor, the undersigned Stockholders and the Acquiror have entered into this
Amendment;
NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby
agree as follows:
SECTION 1. In accordance with Section 5.09 of the Voting Agreement,
effective as of the date hereof, (a) references in the Voting
Agreement to the "Merger Agreement" shall mean the Amended and
Restated Merger Agreement and (b) references in the Voting
Agreement to the "Merger" and to the "transactions
contemplated by the Merger Agreement" shall mean the Merger
and the transactions contemplated by the Amended and Restated
Merger Agreement.
SECTION 2. Concurrently with the execution of this Amendment, each
Stockholder agrees to deliver to the Acquiror a proxy in the
form attached hereto as Exhibit 1 (a "Proxy"), which shall be
irrevocable to the extent provided in Section 212 of the
Delaware General Corporation Law, covering the total number of
Shares beneficially owned (as such term is defined in Rule
13d-3 under the Exchange Act) by such Stockholder set forth
therein.
SECTION 3. In accordance with Section 5.09 of the Voting Agreement,
effective as of the date hereof, the last sentence of Section
4.02(d) of the Voting Agreement shall be amended and restated
in its entirety to read as follows:
"For purposes of this Agreement, the term "Company
Stockholders" shall mean, collectively, (i) the Series A
Stockholders (as defined in the Series A Preferred Voting and
Registration Rights Agreement dated as of [____], 2000 between
the Acquiror and certain holders of Series A Cumulative
Convertible Preferred Stock of the Company) and (ii) the
Stockholders."
SECTION 4. In accordance with Section 5.09 of the Voting Agreement,
effective as of the date hereof, the address of Shearman &
Sterling as set forth in Section 5.03(b) of the Voting
Agreement shall be restated and amended in its entirety to
read as follows:
"Shearman & Sterling
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopy: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Attention: W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"
SECTION 5. The Voting Agreement, except, upon their becoming
effective, to the extent of the amendments specifically
provided in this Amendment, is and shall continue to be in
full force and effect. On and after the effective date of this
Amendment each reference in the Voting Agreement to "this
Agreement", "herein", "hereof" or words of like meaning
referring to the Voting Agreement, shall mean the Voting
Agreement as amended by this Amendment.
SECTION 6. This Amendment shall be governed by the laws of the State
of Delaware excluding (to the greatest extent permissible by
law) any rule of law that would cause the application of the
laws of any jurisdiction other than the State of Delaware. All
actions and proceedings arising out of or related to this
Amendment shall be heard and determined in any Delaware State
or federal court sitting in Delaware.
SECTION 7. This Amendment may be executed and delivered (including by
facsimile transmission) in one or more counterparts, and by
the different parties hereto in separate counterparts, each of
which when executed and delivered shall be deemed to be an
original but all of which taken together shall constitute one
and the same agreement.
2
IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be
duly executed as of the date first written above.
CE COMPUTER EQUIPMENT AG
-----------------------------------------
Name: ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Member of the Board of Management
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Member of the Board of Management
▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
C. ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
3
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
-----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
4
Schedule A
Shares of Company
Common Stock
Subject to
Stockholder Name Shares of Company Warrants and
Beneficial Owner and Address Common Stock Options
---------------- ---------------- ----------------- ------------------
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ 124,687 568,992
▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 111,875 128,699
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ 0 42,328
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
C. ▇▇▇▇ ▇▇▇▇▇▇ C. ▇▇▇▇ ▇▇▇▇▇▇ 6,000 38,018
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 0 375,000
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 0 65,000
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 3,768 75,000
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 4,587 150,001
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. 4,031,094 165,500
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
A-1
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1,092,288 43,750
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
A-2
Exhibit 1
---------
Irrevocable Proxy
to Vote
TREEV, Inc. Stock
The undersigned stockholder (the "Stockholder") of TREEV, Inc., a Delaware
corporation (the "Company"), hereby irrevocably (to the fullest extent permitted
by Section 212 of the Delaware General Corporation Law) appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and each of them, as the sole and
exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of common stock of the Company or other equity
securities that now are or hereafter may be beneficially owned by the
undersigned, or with respect to which the undersigned has or shares voting power
or control, and all the shares of common stock of the Company or other equity
securities of the Company which may, or with respect to which voting power or
control may, hereafter be acquired by the undersigned pursuant to options,
warrants or otherwise on or after the date hereof (collectively, the "Shares")
in accordance with the terms of this Irrevocable Proxy. The Shares beneficially
owned by the undersigned stockholder of the Company as of the date of this
Irrevocable Proxy are listed on the final page of this Irrevocable Proxy. Upon
the undersigned's execution of this Irrevocable Proxy, any and all prior proxies
given by the undersigned with respect to any Shares that are inconsistent with
this Irrevocable Proxy are hereby revoked and the undersigned agrees not to
grant any subsequent proxies with respect to the Shares that are inconsistent
with this Irrevocable Proxy until after the Expiration Date (as defined below).
This Proxy is irrevocable (to the extent provided in Section 212 of the Delaware
General Corporation Law), is granted pursuant to the Voting and Registration
Rights Agreement, dated as of November 19, 1999 and amended by Amendment No. 1
to the Voting and Registration Rights Agreement, dated as of May [___], 2000, by
and among the Acquiror, the undersigned and other stockholders of the Company
(as so amended, the "Voting Agreement"), and is granted in consideration of the
Acquiror having entered into the Agreement and Plan of Merger, dated as of
November 19, 1999, and amended and restated as of May [___], 2000, between the
Acquiror and the Company (as so amended and restated, the "Amended and Restated
Merger Agreement"). The Amended and Restated Merger Agreement provides for the
merger of a Delaware corporation with and into the Company in accordance with
its terms (the "Merger"). As used herein, the term "Expiration Date" shall mean
the earlier to occur of (i) the termination of the Amended and Restated Merger
Agreement in accordance with its terms and (ii) the Effective Time (as defined
in the Voting Agreement). This Irrevocable Proxy is intended to bind the
undersigned stockholder as a stockholder of the Company only with respect to the
specific matters set forth herein and shall not prohibit the undersigned
stockholder from acting in accordance with his or her fiduciary duties, if
applicable, as an officer or director of the Company.
The attorneys and proxies named above, and each of them, are hereby authorized
and empowered by the undersigned, at any time prior to the Expiration Date, to
act as the undersigned's attorney and proxy to vote the Shares, and to exercise
all voting and other rights of the undersigned with respect to the Shares
(including, without limitation, the power to execute
1
and deliver written consents pursuant to Section 228 of the Delaware General
Corporation Law), at every annual, special or adjourned meeting of the
stockholders of the Company and in every written consent in lieu of such meeting
in favor of approval of the Merger and the Amended and Restated Merger Agreement
and in favor of any matter that could reasonably be expected to facilitate the
Merger. The attorneys and proxies named above may not exercise this Irrevocable
Proxy on any other matter except as provided above. The undersigned Stockholder
may vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the successors
and assigns of the undersigned.
This proxy is irrevocable (to the extent provided in Section 212 of the Delaware
General Corporation Law).
Dated: May [_], 2000 STOCKHOLDER
By:-----------------------------------------------
Shares beneficially owned:
shares of Company common stock
----------
shares of Company common stock subject
---------- to options and warrants
2