WeightWatchers 2004 Annual Report Download - page 58

The following table summarizes our equity compensation plan information as of January 1, 2005.
Equity Compensation Plan Information
Number of securities to Weighted average
be issued upon exercise exercise price of Number of securities
of outstanding options, outstanding options, remaining available
Plan category warrants and rights warrants and rights for future issuance
Equity compensation plans approved by
security holders ................... 4,329,549 $14.80 2,762,807
Equity compensation plans not approved by
security holders ................... — — —
Total ............................ 4,329,549 $14.80 2,762,807
Item 13. Certain Relationships and Related Transactions
Shareholders’ Agreements
Shortly after our acquisition by Artal Luxembourg, we entered into a shareholders’ agreement with
Artal Luxembourg and Merchant Capital, Inc., Richard and Heather Penn, Longisland International
Limited, Envoy Partners and Scotiabanc, Inc. relating to their rights with respect to our common stock
held by parties, other than Artal Luxembourg. Without the consent of Artal Luxembourg, transfers of
our common stock by these shareholders are restricted with certain exceptions. Subsequent transferees
of our common stock must, subject to limited exceptions, agree to be bound by the terms and
provisions of the agreement. Additionally, this agreement provides the shareholders with the right to
participate pro rata in certain transfers of our common stock by Artal Luxembourg and grants Artal
Luxembourg the right to require the other shareholders to participate on a pro rata basis in certain
transfers of our common stock by Artal Luxembourg.
Registration Rights Agreement
Simultaneously with the closing of our acquisition by Artal Luxembourg, we entered into a
registration rights agreement with Artal Luxembourg and Heinz. The registration rights agreement
grants Artal Luxembourg the right to require us to register shares of our common stock for public sale
under the Securities Act (1) upon demand and (2) in the event that we conduct certain types of
registered offerings. Heinz has sold all shares of our common stock and accordingly no longer has any
rights under this agreement. Merchant Capital, Inc., Richard and Heather Penn, Long Island
International Limited, Envoy Partners and Scotiabanc, Inc. became parties to this registration rights
agreement under joinder agreements, and each acquired the right to require us to register and sell
their stock in the event that we conduct certain types of registered offerings.
Corporate Agreement
We have entered into a corporate agreement with Artal Luxembourg. We have agreed that so long
as Artal Luxembourg beneficially owns 10% or more, but less than a majority of our then outstanding
voting stock, Artal Luxembourg will have the right to nominate a number of directors approximately
equal to that percentage multiplied by the number of directors on our board. This right to nominate
directors will not restrict Artal Luxembourg from nominating a greater number of directors.
We have agreed with Artal Luxembourg that both we and Artal Luxembourg have the right to:
• engage in the same or similar business activities as the other party;
• do business with any customer or client of the other party; and
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