WeightWatchers 2005 Annual Report Download - page 71

(3) Based on a Schedule 13G filed with the SEC on February 9, 2006 by Delaware Management Holdings, Inc. and Delaware
Management Business Trust, Delaware Management Holdings and Delaware Management Business Trust, each of which
whose ultimate parent is Lincoln National Corporation, have beneficial ownership of 5,519,833 shares. Each of Delaware
Management Holdings and Delaware Management Business Trust has sole voting power over 5,211,366 shares, shared voting
power over 293,467 shares, sole dispositive power over 5,354,033 shares, and shared dispositive power over 165,800 shares.
The address of these entities is 2005 Market Street, Philadelphia, Pennsylvania 19103.
(4) Our executive officers and directors may be contacted c/o Weight Watchers International, Inc., 11 Madison Avenue, 17th
Floor, New York, New York 10010.
(5) Number of shares beneficially owned includes shares subject to purchase upon exercise of options exercisable within 60 days
after January 31, 2006, as follows: Ms. Huett 358,483 shares; Ms. Sardini 80,000 shares; Mr. Semmelbauer 20,000 shares;
Mr. Hollweg 161,322 shares; Ms. Stubbing 18,800 shares; Mr. Burke 7,500 shares; Mr. Bard 6,000 shares; Ms. Evans 2,000
shares; and Mr. Reed 8,000 shares. The number of shares beneficially owned also includes restricted stock unit awards
vesting within 60 days after January 31, 2006 as follows: Mr. Kirchhoff 2,586 shares and Mr. Burke 625 shares.
(6) Mr. Debbane is also a director of Artal Group S.A. Artal Group S.A. is the parent entity of Artal International S.A., which
is the parent entity of Artal Luxembourg S.A., which in turn is the parent entity of Artal Holdings Sp. z o.o. Artal
International S.A. is the parent entity of Artal Services N.V., which is the parent entity of Artal Participations &
Management S.A. Mr. Debbane may be deemed to share beneficial ownership of all shares owned by Artal Holdings
Sp. z o.o and Artal Participations & Management S.A. but disclaims such beneficial ownership.
Item 13. Certain Relationships and Related Transactions
Shareholders’ Agreements
Shortly after our acquisition by Artal, we entered into a shareholders’ agreement with Artal 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. Without the consent of Artal, 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 and grants Artal the right to require the other shareholders to participate on a
pro rata basis in certain transfers of our common stock by Artal.
Registration Rights Agreement
Simultaneously with the closing of our acquisition by Artal, we entered into a registration rights
agreement with Artal and Heinz. The registration rights agreement grants Artal 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 held by it 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 entered into a corporate agreement with Artal in November 2001 which was amended in
July 2005. We agreed that so long as Artal beneficially owns 10% or more, but less than a majority of
our then outstanding voting stock, Artal 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 from nominating a greater number of directors.
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