-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IFNtWrDTSU2h3y8vPMp1JVeVMIZdXxVikHmTQOgHPH8ydsPJGrUnSE+DbrE8F7m4 bY2om3lRAOmYVMwpxIqw3Q== 0000912057-00-024631.txt : 20000516 0000912057-00-024631.hdr.sgml : 20000516 ACCESSION NUMBER: 0000912057-00-024631 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000515 GROUP MEMBERS: DATA BROADCASTING CORPORATION GROUP MEMBERS: PEARSON AG GROUP MEMBERS: PEARSON INC GROUP MEMBERS: PEARSON LONGMAN, INC. GROUP MEMBERS: PEARSON NETHERLANDS BV GROUP MEMBERS: PEARSON OVERSEAS HOLDINGS LTD. GROUP MEMBERS: PEARSON PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARKETWATCH COM INC CENTRAL INDEX KEY: 0001068969 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943289801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-58425 FILM NUMBER: 633642 BUSINESS ADDRESS: STREET 1: 825 BATTERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157330500 MAIL ADDRESS: STREET 1: 825 BATTERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEARSON INC CENTRAL INDEX KEY: 0000829700 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 510261654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: 7TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126412400 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: 7TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)1 MARKETWATCH.COM, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $ .01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 570619106 - -------------------------------------------------------------------------------- (CUSIP Number) Philip J. Hoffman c/o Pearson Inc. 1330 Avenue of the Americas, 7th Floor New York, New York 10019 (212) 641-2421 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With Copies To: Anne E. Gold, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 (212) 309-6000 May 4, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13D to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. / / NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 20 Pages) 1The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the Notes). CUSIP No. 570619106 13D Page 2 of 20 Pages - --------------------------------- -------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON PLC EIN: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION ENGLAND & WALES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 570619106 13D PAGE 3 OF 20 PAGES - -------------------------------- -------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON OVERSEAS HOLDINGS LTD. EIN: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION ENGLAND & WALES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 570619106 13D PAGE 4 OF 20 PAGES - --------------------------------- ------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON NETHERLANDS B.V. EIN: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NETHERLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 570619106 13D PAGE 5 OF 20 PAGES - ------------------------------- -------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON AG EIN: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION SWITZERLAND - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 570619106 13D PAGE 6 OF 20 PAGES - ----------------------------- -------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON INC. EIN: 51-0261654 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 570619106 13D PAGE 7 OF 20 PAGES - ---------------------------- ------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON LONGMAN, INC. EIN: 13-2971110 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 570619106 13D PAGE 8 OF 20 PAGES - ------------------------------- ------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DATA BROADCASTING CORPORATION EIN: 13-3668779 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC (SEE ITEM 3 OF ATTACHED SCHEDULE) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 5,636,814 REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,636,814 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,636,814 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER This Amendment No. 1 ("Amendment No. 1") to the Statement on Schedule 13D, originally filed on April 7, 2000 (the "Original Statement", and, as so amended, the "Statement"), with respect to the common stock, par value $.01 per share ("Common Stock"), of MarketWatch.com, Inc., a Delaware corporation (the "Company"), amends and restates Items 3, 4, 6 and 7 and Schedule B. The principal executive office of the Company is 825 Battery Street, San Francisco, California 94111. Information given in response to each item shall be deemed incorporated by reference in all other items. Capitalized terms used but not defined in this Amendment No. 1 shall have the respective meanings ascribed to them in the Original Statement. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 as set forth in the Statement is amended and restated to read in its entirety as follows: The total amount of funds required by DBC to acquire the Common Stock of the Company pursuant to the Stock Purchase Agreement (as described in the response to Item 4) is $43,000,000 (the "Purchase Price"). DBC obtained $28,000,000 of the Purchase Price from its working capital. The remaining $15,000,000 was borrowed by DBC from Rycade Capital Corporation, an affiliate of DBC, pursuant to a Secured Promissory Note, dated as of May 4, 2000 (the "Secured Promissory Note"), a copy of which has been filed as an exhibit hereto. The loan will bear interest at 3-month LIBOR, determined two days prior to the first day of the Interest Period (as defined in the Secured Promissory Note) reflected on the LIBO page of Reuters Monitor Money Rate System, plus 150 basis points and will have a maturity date of December 29, 2000. Pursuant to the terms of a Stock Pledge Agreement, dated as of May 4, 2000 (the "Stock Pledge Agreement"), between DBC and Rycade Capital Corporation, repayment of the Secured Promissory Note is secured by the pledge of 1,887,980 shares of Common Stock of the Company held by DBC, as well as all proceeds of the pledged shares of Common Stock. A copy of the Stock Pledge Agreement has been filed as an exhibit hereto. The shares of Common Stock of the Company previously owned by DBC were received in connection with the merger of Marketwatch.com, LLC with and into the Company. Pursuant to a Contribution Agreement, dated as of October 29, 1997, among CBS Inc., a New York corporation, DBC and Marketwatch.com, LLC, as consideration for all of DBC's right, title and interest in assets relating to its online/news business, as well as $2,000,000 in cash paid in two equal installments on each of October 29, 1997 and October 29, 1998, Marketwatch.com, LLC assumed certain liabilities of DBC and DBC received a 50% membership interest in Marketwatch.com, LLC. Thereafter, on January 13, 1999, Marketwatch.com, LLC merged with and into the Company (the "Merger"). In connection with the Merger, the membership interest of DBC in Marketwatch.com, LLC was exchanged for 4,500,000 shares of Common Stock of the Company. A copy of the Contribution Agreement has been filed as an exhibit hereto. ITEM 4. PURPOSES OF TRANSACTIONS Item 4 as set forth in the Statement is amended and restated to read in its entirety as follows: On March 28, 2000, the Company, DBC and CBS Broadcasting Inc., a New York corporation ("CBS"), entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"), a copy of which has been filed as an exhibit hereto. On May 4, 2000, pursuant to the Stock Purchase Agreement, DBC purchased 1,136,814 shares of Common Stock of the Company for the Purchase Price. -9- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 as set forth in the Statement is amended and restated to read in its entirety as follows: In connection with the Merger, a Stockholders' Agreement, dated as of January 13, 1999 (the "Stockholders' Agreement"), was entered into among Marketwatch.com, LLC, the Company, CBS and DBC (DBC and CBS, each a "Stockholder" for purposes thereof). A summary of certain provisions contained in the Stockholders' Agreement is set forth below: (a) CHANGE OF CONTROL OF DBC. CBS shall have the right (but not the obligation) in its sole discretion to purchase the securities in the Company held by DBC or require that such securities be transferred to an independent trustee within 60 days after a competitor of CBS has directly or indirectly acquired beneficial ownership of more than thirty percent (30%) of the outstanding shares of the common stock, or securities representing, in the aggregate, more than thirty percent (30%) of the voting power, of DBC (or any person controlling DBC), or all or substantially all of DBC's assets, at a time when DBC and its affiliates shall then own in the aggregate a number of shares of Common Stock equal to at least ten percent (10%) of the outstanding shares of Common Stock on the IPO Closing Date (as defined in the Stockholders' Agreement) without the prior written consent of CBS. (b) DIRECTOR NOMINATION RIGHTS. For so long as DBC continues to own a number of Voting Securities (as defined in the Stockholders' Agreement) equal to at least one percent (1%) of the outstanding Voting Securities, the Company shall provide DBC written notice at least thirty (30) days prior to any stockholder solicitation or action relating to the election of directors. After such receipt by DBC, DBC may request that the Company nominate, and the Company shall nominate, to the board of directors of the Company (i) one director, if DBC holds a number of Voting Securities greater than or equal to one percent (1%) but less than twenty percent (20%) of the Company's outstanding Voting Securities, or (ii) two directors, if DBC holds a number of Voting Securities greater than or equal to twenty percent (20%) but less than thirty percent (30%) of the Company's outstanding Voting Securities, or (iii) three directors, if DBC holds a number of Voting Securities greater than or equal to thirty percent (30%) of the Company's outstanding Voting Securities, with each such candidate being reasonably acceptable to the Company. If such designation is not in connection with a stockholder solicitation or action relating to the election of directors, the Company shall appoint such designee as soon as practicable upon written notice from DBC. The number of designees shall be adjusted in the event that the size of the board of directors of the Company is increased to a number greater than nine (9) members. In accordance with an increase in the size of the board of directors, Messrs. Alan J. Hirschfield, Carl Spielvogel, Stephen Hill and John C. Makinson currently are the DBC nominees serving as members of the board of directors pursuant to this provision. (c) RIGHT OF FIRST REFUSAL. In the event that any Stockholder or affiliate of any Stockholder intends to transfer any securities in the Company, such Stockholder or affiliate (the "Selling Stockholder") must give written notice to the Company and other Stockholder, subject to certain exceptions as stated in the Stockholders' Agreement, stating (a) the Selling Stockholder's bona fide intention to transfer such securities; (b) the number of offered securities proposed to be transferred to each proposed transferee; (c) the name, address and relationship, if any, to the Selling Stockholder of each proposed transferee and (d) the bona fide cash price or, in reasonable detail, other consideration, per share for which the Selling Stockholder proposes to transfer such offered securities to each -10- proposed transferee and the proposed time of payment and other relevant terms of the proposed sale. Certain other information shall be included in the written notice if the proposed sale is to be effected on the open market pursuant to Rule 144. The non-Selling Stockholder shall have a right to purchase any portion of the offered securities covered by the written notice unless (i) the offered securities are to be sold in a private sale to one purchaser, in which case the non-Selling Stockholder will only be permitted to exercise this right of first refusal if it purchases all of the offered securities, or (ii) the Selling Stockholder is selling the offered securities through a registered offering and the quantity of offered securities that the non-Selling Stockholder proposes to purchase would, in the good faith opinion of the managing underwriter, jeopardize the success of the offering. In such a circumstance, the non-Selling Stockholder will only be permitted to purchase either all of the offered securities or such offered securities, if any, that would not, in the good faith opinion of the managing underwriter, jeopardize the success of the offering. If the non-Selling Stockholder has not elected to purchase all or a portion, as applicable, of the offered securities pursuant to this right of first refusal, the Selling Stockholder may transfer the offered securities to the proposed transferee(s) under certain terms and conditions as stated in the Stockholders' Agreement. (d) PARTICIPATION RIGHTS. Subject to certain exceptions and conditions, if from time to time, the percentage of Total Voting Power (as defined in the Stockholders' Agreement) represented by the Voting Power (as defined in the Stockholders' Agreement) of all Voting Securities then owned, directly or indirectly, by a Stockholder (the "Applicable Percentage") would be reduced as a result of any issuance of Voting Securities by the Company or could be reduced as a result of any issuance of Convertible Securities (as defined in the Stockholders' Agreement), the Company shall notify the Stockholder in writing not less than ten (10) business days prior to the proposed date of any such issuance and shall offer to sell to the Stockholder (and if such offer is accepted pursuant to the terms contained in the Stockholders' Agreement, the Company shall sell to the Stockholder) that portion of the Voting Securities or Convertible Securities to be issued which would allow such Stockholder to maintain its then current Applicable Percentage. In connection with the Merger, a Registration Rights Agreement, dated as of January 13, 1999 (the "Registration Rights Agreement"), was entered into among CBS, DBC (DBC and CBS, each a "Stockholder" for purposes thereof) and the Company. A summary of certain provisions contained in the Registration Rights Agreement is set forth below: (a) DEMAND REGISTRATION. If the Company shall receive at any time after 180 days following the effective date of the registration statement for the Company's initial public offering, a written request from a Stockholder that the Company file a registration statement under the Securities Act of 1933 covering the registration of Registrable Securities (as defined in the Registration Rights Agreement) with a reasonably anticipated aggregate price to the public of at least three million dollars ($3,000,000), then the Company shall effect, as soon as practicable, and in any event use its best efforts to effect within sixty (60) days of such request, registration of all Registrable Securities which the initiating Stockholder requests to be registered and included in such registration, subject to limitations as stated in the Registration Rights Agreement. With the approval of the Company, which approval shall not be unreasonably withheld, the initiating Stockholder may distribute the Registrable Securities by means of an underwriting, but priority will be given to the initiating Stockholder if the underwriter determines that market factors require a limitation on the number of shares to be sold. The Company is obligated to effect only two (2) such registrations for each Stockholder; HOWEVER, the Company shall not be deemed to have effected such registration unless a registration statement in respect thereof shall have been declared effective by the Securities and Exchange Commission and -11- remains effective for 120 days or such earlier time until all Registrable Securities registered under such registration statement have been sold (or withdrawn from such registration at the request of the initiating Stockholder). The initiating Stockholder may withdraw the request for registration at any time prior to the effective date of the registration statement related to such registration, subject to certain terms as stated in the Registration Rights Agreement. (b) PIGGYBACK REGISTRATIONS. Subject to certain exceptions, if the Company proposes to register any of its securities in connection with the public offering of such securities, the Company must provide all holders of Registrable Securities with written notice thereof at least thirty (30) days prior to filing any registration statement. Upon the written request of any such holder given within twenty (20) days after the receipt of such notice, the Company shall afford such holder the opportunity to include in such registration statement all or any part of the Registrable Securities then held by such holder; PROVIDED, HOWEVER, that if the registration statement in connection with the public offering is to be underwritten, the shares which the Company proposes to sell will be given priority in the event that the underwriter determines that market factors require a limitation on the number of shares to be sold. (c) FORM S-3 REGISTRATION. Subject to certain exceptions, at any time, if a Stockholder requests that the Company effect a registration on Form S-3, the Company must file and use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Stockholder's or its affiliates' Registrable Securities as are specified in such request. The requesting Stockholder may withdraw the request for registration at any time prior to the effective date of the registration statement related to such registration, subject to certain terms as stated in the Registration Rights Agreement. (d) PAYMENT OF EXPENSES. All expenses incurred in connection with a registration pursuant to exercise of the foregoing rights, including without limitation all registration and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling holders to be selected by the Selling Stockholder(s) (but excluding underwriters' discounts and commissions), shall be borne by the Company. Each holder participating in a registration pursuant to the Registration Rights Agreement shall bear such holder's proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. In connection with the formation of Marketwatch.com, LLC, DBC agreed to loan Marketwatch.com, LLC, until October 2000, up to $5,000,000 at an annual interest rate equal to The Chase Manhattan National Bank's prime rate plus two percent (2%). On January 13, 1999, a Revolving Credit Agreement (the "Credit Agreement"), was entered into between DBC and the Company in order to evidence DBC's prior loan obligation. Under the Credit Agreement, DBC agreed to loan the Company up to $5,000,000 through October 2000. The loan is unsecured and bears interest at a rate equal to The Chase Manhattan National Bank's prime rate plus two percent (2%) per annum and matures on October 29, 2000. The previous borrowings by the Company from DBC were included as indebtedness outstanding under the Credit Agreement. Pursuant to the Credit Agreement, a Revolving Promissory Note was issued by the Company to DBC. See the response to Item 3 regarding the Secured Promissory Note and the Stock Pledge Agreement. -12- See the response to Item 4 regarding the Stock Purchase Agreement. Except for the agreements described in the responses to Items 3 and 4 and this Item 6, none of the Reporting Persons, nor, to the best of their knowledge, any persons listed on Schedule B hereto has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person, with respect to any securities of the Company. A copy of the each of the Contribution Agreement, the Stock Purchase Agreement, the Stockholders' Agreement, the Registration Rights Agreement, the Revolving Credit Agreement and the Revolving Promissory Note, the Secured Promissory Note and the Stock Pledge Agreement have been filed as exhibits hereto and are incorporated herein by reference. The foregoing descriptions of the Secured Promissory Note, the Stock Pledge Agreement and the Contribution Agreement in the response to Item 3, the Stock Purchase Agreement in the response to Item 4 and the Stockholders' Agreement, the Registration Rights Agreement, the Revolving Credit Agreement and the Revolving Promissory Note in this response to Item 6 are qualified in their entirety by reference to such agreements. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS The following materials are filed as Exhibits to this Statement: Exhibit A: Contribution Agreement, dated as of October 29, 1997, among CBS Inc., Data Broadcasting Corporation and Marketwatch.com, LLC.* Exhibit B: Stock Purchase Agreement, dated as of March 28, 2000, among MarketWatch.com, Inc., Data Broadcasting Corporation and CBS Broadcasting Inc.* Exhibit C: Stockholders' Agreement, dated as of January 13, 1999, among Marketwatch.com, LLC, MarketWatch.com, Inc., Data Broadcasting Corporation and CBS Broadcasting Inc.* Exhibit D: Registration Rights Agreement, dated as of January 13, 1999, among MarketWatch.com, Inc., Data Broadcasting Corporation and CBS Broadcasting Inc.* Exhibit E: Revolving Credit Agreement, dated as of January 13, 1999, between Data Broadcasting Corporation and MarketWatch.com, Inc., together with Revolving Promissory Note, dated as of January 13, 1999, issued by MarketWatch.com, Inc. in favor of Data Broadcasting Corporation.* Exhibit F: Secured Promissory Note, dated as of May 4, 2000, issued by Data Broadcasting Corporation in favor of Rycade Capital Corporation. Exhibit G: Stock Pledge Agreement, dated as of May 4, 2000, between Data Broadcasting Corporation and Rycade Capital Corporation. - ----------------- *Previously Filed -13- SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 15, 2000 Pearson plc By: /s/ Julia Casson -------------------------------- Name: Julia Casson Title: Company Secretary Pearson Overseas Holdings Ltd. By: /s/ D. H. Colville -------------------------------- Name: D. H. Colville Title: Director Pearson Netherlands B.V. By: /s/ D. H. Colville -------------------------------- Name: D. H. Colville Title: Director Pearson AG By: /s/ Peter Gill -------------------------------- Name: Peter Gill Title: Director Pearson Inc. By: /s/ Philip Hoffman -------------------------------- Name: Philip Hoffman Title: President -14- Pearson Longman, Inc. By: /s/ William Lincoln -------------------------------- Name: William Lincoln Title: President Data Broadcasting Corporation By: /s/ Steven G. Crane -------------------------------- Name: Steven G. Crane Title: Executive Vice President and Chief Executive Officer -15- SCHEDULE B PEARSON PLC
Name Position Principal Occupation/Business Address - ---------------------------- ------------------------------- ---------------------------------------------------------------------- Lord Stevenson Chairman Director/Cloaca Maxima, 2nd Floor, 68 Pall Mall, London SW1Y SES Marjorie M. Scardino Chief Executive Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE David C. M. Bell Executive Director Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE John C. Makinson Finance Director Finance Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Lord Burns Non-Executive Director Member of House of Lords/13 North Avenue, London W13 8AP Gill M. Lewis Non-Executive Director Managing Partner/Heidrick & Struggles, 100 Picaddilly, London W1V 9FN Reuben Mark Non-Executive Director Chairman and Chief Executive Officer/Colgate-Palmolive Co, 300 Park Avenue, New York, NY 10022-7499 Vernon L. Sankey Non-Executive Director Director/67 Alma Road, Windsor, Berkshire SL4 3HD Julia M. Casson Secretary Secretary/Pearson plc, 3 Burlington Gardens, London W1X 1LE Rana Talwar Non-Executive Director Director/Standard Chartered Bank PLC, 1 Aldermanbury Square, London EC2V 7SB PEARSON OVERSEAS HOLDINGS LTD. Name Position Principal Occupation/Business Address - ---------------------------- ------------------------------- ---------------------------------------------------------------------- David H. Colville Director Chartered Accountant/Pearson plc, 3 Burlington Gardens, London W1X 1LE John C. Makinson Director Finance Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Peter R. Gill Director Director, Financial Operations/Pearson plc, 3 Burlington Gardens, London W1X 1LE Stephen Jones Secretary Assistant Secretary/Pearson plc, 3 Burlington Gardens, London W1X 1LE Marjorie M. Scardino Director Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Alan C. Miller Director Accountant/Pearson plc, 3 Burlington Gardens, London W1X 1LE
-16- PEARSON NETHERLANDS B.V.
Name Position Principal Occupation/Business Address - -------------------------------------- --------------------- ---------------------------------------------------------------------- George F. Nicolai Director Director/MeesPierson Trust, Aert van Nesstraat 45, P.O. Box 548, 3000 AM Rotterdam Jan Francis van der Drift Director Businessman/Leeteinde 20-22, 1151 AK Broek in Waterland, Holland Matthieu van Sint Truiden Director Attorney/Nauta Dutilh, Postbus 7113, 1007 JC Amsterdam David H. Colville Director Group Tax Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE PEARSON AG Name Position Principal Occupation/Business Address - -------------------------------------- --------------------- ---------------------------------------------------------------------- Peter R. Gill Chairman Director, Financial Operations/Pearson plc, 3 Burlington Gardens, London W1X 1LE Josef Grand Vice-Chairman Certified Public Accountant, Bundtacherstrasse 35, 8127 Forch, Switzerland Martin Frey Member Attorney/Baker & McKenzie, Zollikerstrasse 225, Postfach 57, 8034 Zurich Philip J. Hoffman Member President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019
-17- PEARSON INC.
Name Position Principal Occupation/Business Address - ---------------------------- -------------------------------------- ---------------------------------------------------------------- Philip J. Hoffman Director, President President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 Randall Keller Director, Executive Vice President Head of Human Resource Dept./Pearson Inc., 1330 Avenue of the - Human Resources Americas, 7th Floor, New York, NY 10019 John C. Makinson Director Finance Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Thomas Wharton Director, Vice President of Vice President of Taxation/Pearson Inc., 1330 Avenue of the Taxation, Secretary Americas, 7th Floor, New York, NY 10019 Mike Fortini Vice President Vice President of Finance/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 Shaheda Sayed Assistant Secretary Director of Taxation/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 Ken Lockhart Vice President of Real Estate Vice President of Real Estate/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 Dick Koplitz Vice President of Global Vice President of Global Purchasing/Pearson Inc., 1330 Avenue Purchasing of the Americas, 7th Floor, New York, NY 10019 Susan Costomiris Controller Controller/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 PEARSON LONGMAN, INC. Name Position Principal Occupation/Business Address - ---------------------------- ------------------------------- ---------------------------------------------------------------------- William Lincoln President Vice President of Operations/Pearson Television North America, 2700 Colorado Ave., Suite 450, Santa Monica, CA 90404 Mark Nieker Treasurer President/Headland Digital Media, Inc., 444 Spear Street, San Francisco, CA 94105 William Cowan Assistant Secretary Attorney/Cowan & Minetz, 180 N. LaSalle St., Suite 1922, Chicago, IL 60601
-18- DATA BROADCASTING CORPORATION
Name Position Principal Occupation/Business Address - ---------------------------- ------------------------------- ---------------------------------------------------------------------- Stephen Hill Director and Chairman Chief Executive Officer/The Financial Times Group, 1 Southwark Bridge, London SE1 9HL Robert Berkley Director Executive Vice President and Chief Information Officer/Pearson Technology Centre, 200 Old Tappan Road, Old Tappan, NJ 07675 Stuart J. Clark Director, President and President and Chief Executive Officer/Data Broadcasting Corporation, Chief Executive Officer 22 Crosby Drive, Bedford, MA 01730 John Fallon Director Communications Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Dr. Donald P. Greenberg Director Professor/Cornell University, 109 Highgate Place, Ithaca, NY 14850 Alan J. Hirschfield Director Vice Chairman/J NET Enterprises, Inc., 3490 Clubhouse Drive, I-2 Wilson, WY 83014 Philip J. Hoffman Director President/Pearson Inc., 1330 Avenue of the Americas, New York, NY 10019 John C. Makinson Director Group Finance Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Carl Spielvogel Director President/Carl Spielvogel Associates, Inc., 1330 Avenue of the Americas, New York, NY 10019 Allan R. Tessler Director Chief Executive Officer/J NET Enterprises, Inc., 3490 Clubhouse Drive, I-2 Wilson, WY 83014 Steven G. Crane Executive Vice President Executive Vice President and Chief Financial Officer/Data Broadcasting and Chief Financial Officer Corporation, 498 Seventh Avenue, 19th Floor, New York, NY 10018 Andrea H. Loew Vice President, General Vice President, General Counsel and Secretary/ Data Broadcasting Counsel and Secretary Corporation, 22 Crosby Drive, Bedford, MA 01730 John King Chief Operating Officer Interactive Data Corporation/ 22 Crosby Drive, Bedford, MA 01730
-19- EXHIBIT INDEX The following materials are filed as Exhibits to this Statement: Exhibit A: Contribution Agreement, dated as of October 29, 1997, among CBS Inc., Data Broadcasting Corporation and Marketwatch.com, LLC.* Exhibit B: Stock Purchase Agreement, dated as of March 28, 2000, among MarketWatch.com, Inc., Data Broadcasting Corporation and CBS Broadcasting Inc.* Exhibit C: Stockholders' Agreement, dated as of January 13, 1999, among Marketwatch.com, LLC, MarketWatch.com, Inc., Data Broadcasting Corporation and CBS Broadcasting Inc.* Exhibit D: Registration Rights Agreement, dated as of January 13, 1999, among MarketWatch.com, Inc., Data Broadcasting Corporation and CBS Broadcasting Inc.* Exhibit E: Revolving Credit Agreement, dated as of January 13, 1999, between Data Broadcasting Corporation and MarketWatch.com, Inc., together with Revolving Promissory Note, dated as of January 13, 1999, issued by MarketWatch.com, Inc. in favor of Data Broadcasting Corporation.* Exhibit F: Secured Promissory Note, dated as of May 4, 2000, issued by Data Broadcasting Corporation in favor of Rycade Capital Corporation. Exhibit G: Stock Pledge Agreement, dated as of May 4, 2000, between Data Broadcasting Corporation and Rycade Capital Corporation. - ----------------- *Previously Filed -20- EX-99.F 2 EXHIBIT 99.F Exhibit 99.F SECURED PROMISSORY NOTE New York, New York $15,000,000.00 May 4, 2000 IN CONSIDERATION of a loan made by Rycade Capital Corporation, a Delaware corporation ("LENDER"), to the undersigned, Data Broadcasting Corporation, a Delaware corporation ("MAKER"), in the amount of $15,000,000.00, the Maker hereby unconditionally promises to pay to the order of Lender on December 29, 2000 (the "MATURITY DATE "), in lawful money of the United States of America and in immediately available funds, the principal amount of FIFTEEN MILLION DOLLARS AND ZERO CENTS ($15,000,000.00) and hereby unconditionally promises to pay to the order of the Lender on the last day of each Interest Period (as defined below) all accrued and unpaid interest (to the extent permitted by law) on the entire unpaid principal amount of this Note from time to time outstanding calculated at the then applicable Interest Rate (as defined below) compounded annually or, if less, the maximum legal rate of interest. For purposes of this Note, the "INTEREST PERIOD" shall mean the period commencing on either the date this Note is made or the last day of the preceding Interest Period and ending on the numerically corresponding day (or if there is no corresponding day, the last day) in the calendar month that is three months thereafter; PROVIDED, HOWEVER, that (i) if any Interest Period would end on a day which shall not be a business day, such Interest Period shall be extended to the next succeeding business day, unless such next succeeding business day would fall in the next calendar month, in which case, such Interest Period shall end on the next preceding business day, (ii) interest shall accrue from and including the first day of such Interest Period to but excluding the last day of such Interest Period and (iii) the first interest period shall end on June 30, 2000. For purposes of this Note, the "INTEREST RATE" shall mean a rate per annum equal to the rate of interest, as determined by the Lender, at which U.S. dollar deposits in an amount equal to the principal amount of the Note shall be offered for a period equal to the Interest Period to prime banks in the London interbank market at approximately 11 a.m. London time two business days prior to the first day of the Interest Period as reflected on the LIBO page of the Reuters Monitor Money Rate System or, if such information is not available, from a similar service deemed comparable by the Lender, plus 150 basis points. All payments hereunder shall be made at the principal office of Lender, 444 Spear Street, Suite 200, San Francisco, California 94105, or at such other place as Lender may, from time to time, designate. The proceeds of this loan may only be used by Maker to purchase the common stock, par value $.01 per share, of MarketWatch.com, Inc., a Delaware corporation ("MARKETWATCH") pursuant to the terms of a Stock Purchase Agreement, dated as of March 28, 2000, by and among MarketWatch, Maker and CBS Broadcasting Inc. (as such agreement may be amended or modified from time to time, the "STOCK PURCHASE AGREEMENT"). Pursuant to the terms of a Stock Pledge Agreement of even date herewith between Maker and Lender (as such agreement may be amended or modified from time to time, the "PLEDGE AGREEMENT"), repayment of this Note is secured by the pledge of 1,887,980 shares of the common stock, par value $.01 per share, of MarketWatch (the "PLEDGED STOCK") as well as all proceeds of the Pledged Stock. Lender shall be entitled to all of the benefits set forth in the Pledge Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Pledge Agreement. This Note may be prepaid, in whole or in part, at any time by Maker without premium or penalty; PROVIDED, HOWEVER, that if this Note is prepaid, any such prepayment amount shall be applied first to all accrued and unpaid interest and the remainder to the outstanding principal amount of this Note. Except with Lender's prior written consent, until such time as all obligations under this Note have been fully paid or discharged, Maker shall not (a) permit any liens or security interests to attach to the Pledged Stock or (b) directly or indirectly, sell, transfer, assign, hypothecate, pledge or otherwise dispose of any Pledged Collateral or any interests therein, except for the pledge and security interest created by the Pledge Agreement. If any one or more Events of Default (as defined below) shall have occurred and be continuing then, and in each and every such case, Lender may declare the principal amount and the then accrued and unpaid interest thereon under this Note to be immediately due and payable and thereupon, such amounts shall become so due and payable without presentation, protest or further demand or notice of any kind, all of which are hereby expressly waived, and Lender shall be entitled to receive, to the extent lawful, reasonable attorneys' fees for the collection of such amounts. Lender may also proceed to enforce payment of all obligations of Maker and exercise any or all of the rights and remedies afforded to Lender by the Uniform Commercial Code as in effect from time to time in the State of New York (or as in effect from time to time in any and all other applicable jurisdictions), under the Pledge Agreement or otherwise. For the purposes of this Note, "Events of Default" shall mean (a) if payment of the principal amount of and accrued interest on this Note or any other sums due under this Note (whether at maturity or by acceleration or otherwise) is not paid when due and remains unpaid five (5) days after Maker receives notice of such failure to pay, or if Maker, for any reason, shall default or be in default in payment of any other indebtedness or financial obligation owing to Lender and such default shall continue unremedied for five (5) days after Maker receives notice of such default; and (b) if default shall be made in the performance or observance of any material covenant, agreement or provision to be performed or observed by Maker under this Note, the Pledge Agreement, any other instrument or document evidencing indebtedness or financial obligations greater than $10,000 owing by Maker to any party or the Stock Purchase Agreement, which default is continuing on the tenth day following written notice thereof to the Maker from the Lender or if any representation or warranty made by Maker under any of the foregoing shall not have been true and correct in any material respect when made; and (c) if Maker shall (i) admit in writing its inability to pay its debts as they become due; (ii) file a petition in bankruptcy or for reorganization or for the adoption of an arrangement under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, or an answer or other pleading admitting or failing to deny the material allegations of such a petition or seeking, consenting to or acquiescing in the relief therein provided; (iii) make a general assignment for the benefit of its creditors; (iv) consent to the appointment of a receiver, trustee, custodian or other similar official for all or any substantial part of its property or to the filing of a petition against it under said bankruptcy law; (v) be adjudicated a bankrupt; (vi) have entered against it a court order appointing a receiver, trustee, custodian or other similar official for all or any substantial part of its property, or approving a filing in good faith of a petition filed against it under said bankruptcy law (in both cases without its consent); PROVIDED, that such case, proceeding or other action shall remain undismissed for a period of sixty (60) days; (vii) allow the assumption of custody or sequestration by a court of competent jurisdiction of all or any substantial part of its property; or (viii) permit an attachment to be made on any substantial part of its property or assets. No alteration, amendment or waiver of any provision of this Note, made by agreement of the Maker hereof and any other person or party, shall constitute a waiver of any provision hereof, or otherwise release or discharge the liability of the Maker hereof. This Note may not be modified, terminated or discharged, and no provision hereof may be waived, except by a written agreement executed by the holder hereof. To the fullest extent permitted by law, the Maker hereby waives presentment, demand for payment, notice of protest and all other notices or demands of any kind respecting this Note. Any notice, presentation or demand to or upon Maker in respect of this Note may be given or made in writing and shall be deemed to be duly given if delivered personally, by registered or certified mail, postage prepaid, or by a nationally recognized overnight courier service to the address set forth in the Pledge Agreement, or if any other address shall at any time be designated for this purpose by Maker in writing to Lender, to such other address. All questions concerning the construction, validity and interpretation of this Note shall be governed and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby. This Note shall bind Maker and its successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. [Signature Page to Follow] IN WITNESS WHEREOF, Maker has duly executed this Note on the day and year first above written. DATA BROADCASTING CORPORATION By: /s/ Steven G. Crane ------------------------------------- Name: Steven G. Crane Title: Executive Vice President and Chief Financial Officer EX-99.G 3 EXHIBIT G Exhibit 99.G STOCK PLEDGE AGREEMENT STOCK PLEDGE AGREEMENT, dated as of May 4, 2000, by and between DATA BROADCASTING CORPORATION, a Delaware corporation ("PLEDGOR"), and RYCADE CAPITAL CORPORATION, a Delaware corporation (the "COMPANY"). WHEREAS, contemporaneously herewith (i) the Company is lending to Pledgor FIFTEEN MILLION DOLLARS AND ZERO CENTS ($15,000,000), (ii) Pledgor is issuing to the Company a secured promissory note (the "Note") in the aggregate principal amount of FIFTEEN MILLION DOLLARS AND ZERO CENTS ($15,000,000) and (iii) pursuant to the Stock Purchase Agreement, dated as of March 28, 2000, by and among MarketWatch.com, Inc. ("MARKETWATCH"), Pledgor and CBS Broadcasting Inc. (as such agreement may be amended or modified from time to time, the "STOCK PURCHASE AGREEMENT"), MarketWatch is issuing to Pledgor 1,136,814 shares of common stock, par value $.01 per share, of MarketWatch; and WHEREAS, the Company requires Pledgor, and Pledgor is willing, as a condition to the consummation of the transactions contemplated above, to pledge to the Company the Pledged Stock (as defined herein) as security for the payment and performance by Pledgor of all of the obligations of Pledgor now or hereafter existing under the Note by delivering the Pledged Stock and by executing and delivering this Agreement. NOW, THEREFORE, in consideration of the mutual premises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. DEFINITIONS. "PLEDGED STOCK" shall mean 1,887,980 shares of common stock, par value $.01 per share, of MarketWatch. "UNIFORM COMMERCIAL CODE" shall mean the Uniform Commercial Code of the jurisdiction with respect to which such term is used, as in effect from time to time. 2. PLEDGE AND GRANT OF SECURITY INTEREST. As security for the prompt payment and full performance of all obligations under the Note (the "SECURED OBLIGATIONS"), Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Company, and grants to the Company, a security interest in, (a) the Pledged Stock, (b) all other property which may be delivered to and held by the Company pursuant to the terms hereof, and (c) subject to Section 9 below, all proceeds of the Pledged Stock and of such other property, including, without limitation, all dividends, cash, securities or other property at any time and from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any of or all such stock or other property whether issued by MarketWatch or otherwise, whether in connection with any tender offer, exchange offer, merger, recapitalization, reorganization or otherwise (the "PROCEEDS") (the items referred to in clauses (a) through (c) being collectively called the "PLEDGED COLLATERAL"). 3. SECURITY FOR OBLIGATIONS. This Agreement and the Pledged Collateral secure the prompt payment and full performance when due of each and every one of, and all amounts that constitute part of, the Secured Obligations of Pledgor. 4. DELIVERY OF PLEDGED COLLATERAL. All certificates representing or evidencing the Pledged Stock shall be delivered to and held by or on behalf of the Company pursuant hereto and shall be accompanied by undated stock powers duly executed in blank (in the form attached hereto as Exhibit A) or other instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Company, and by such other instruments and documents as the Company may reasonably request. Pledgor shall receive all Proceeds in respect or in trust for the Company and shall forthwith upon receipt deliver to the Company such Proceeds, together with any necessary endorsement; PROVIDED, however, any Proceeds comprised of dividends and other distributions made in respect of the Pledged Stock shall be held in trust and delivered only upon and during the continuance of an Event of Default. 5. REPRESENTATIONS AND WARRANTIES AND COVENANTS. Pledgor hereby represents, warrants and covenants to and with the Company that: a. OBLIGATIONS; NO LIENS. Except for the security interest granted to the Company pursuant to this Agreement and subject to the Stockholders' Agreement, dated as of January 13, 1999, by and among CBS Broadcasting Inc., MarketWatch, MarketWatch.com LLC and the Pledgor (as such agreement may be amended or modified from time to time, the "STOCKHOLDERS' AGREEMENT"), the Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Collateral being pledged hereunder, (ii) holds the Pledged Collateral being pledged hereunder free and clear of all liens, charges, encumbrances and security interests of every kind and nature, and (iii) subject to Section 9 below, will cause any and all Pledged Collateral, whether for value paid by Pledgor or otherwise, to be forthwith deposited with the Company and pledged or assigned hereunder; b. LEGAL TITLE. The Pledgor (i) has good right and legal authority to pledge the Pledged Collateral being pledged hereunder in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all attachments, liens, claims, encumbrances, security interests or other impediments of any nature, however arising, of all persons whomsoever; c. NO CONSENTS. No consent or approval of any governmental body or regulatory authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; d. SECURITY INTEREST. By virtue of the execution and delivery by Pledgor of this Agreement, when the certificates, stock powers, instruments or other documents representing or evidencing the Pledged Collateral are delivered to the Company in accordance with this Agreement, the Company will obtain a valid lien upon and security interest in such Pledged Collateral as security for the repayment of the Secured Obligations, prior to all other liens and encumbrances thereon and security interests therein; and e. RIGHTS. The pledge effected hereby is effective to vest in the Company the rights of the Pledgor in the Pledged Collateral as set forth herein. 6. ADDITIONAL COVENANTS. a. TRANSFER AND OTHER LIENS. Except as otherwise required under the Stockholders' Agreement, without the prior written consent of the Company, Pledgor will not directly or indirectly, sell, transfer, assign, hypothecate, pledge or otherwise dispose of any Pledged Collateral or any interests therein, except for the pledge and security interest created by this Agreement. b. FURTHER ASSURANCES; CREATION AND PRESERVATION OF LIEN. Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Company, from time to time, may request in order to ensure to the Company the benefits of the lien against the Pledged Collateral intended to be created by this Agreement and to protect any pledge or security interest granted or purported to be granted hereby or to enable the Company to exercise and enforce its rights and remedies hereunder with respect to the Pledged Collateral. c. LEGENDS. Pledgor shall cause each certificate delivered to the Company evidencing the Pledged Collateral to state that it is subject to this Agreement. 7. PLEDGOR'S RIGHTS. Until the occurrence of an Event of Default under the Note (an "EVENT OF DEFAULT"), Pledgor shall be entitled to exercise all voting rights pertaining to the Pledged Collateral. Upon and after the occurrence of such an Event of Default, the Company or its nominee shall have the sole right to vote any and all of the Pledged Collateral and give consents, waivers and ratifications in respect thereof, and Pledgor shall deliver to the Company or its nominee such proxies and other documents as the Company may request to further effectuate the foregoing. 8. DEFAULTS AND REMEDIES. a. DEFAULTS AND REMEDIES. Upon the occurrence of an Event of Default and during the continuance of such Event of Default, upon at least ten (10) days' notice but without any other notice or demand, the Company (through an agent or otherwise) is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exercise the voting rights with respect thereto, and to collect and receive all dividends and other distributions made thereon; and, subject to the Company's Certificate of Incorporation, the Stockholders' Agreement and other instruments and agreements relating to shares of the Company's capital stock, to sell in one or more sales, after at least ten (10) days' written notice which Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York of the time and place of any public sale or of the time after which a private sale is to take place, but without any advertisement, the whole or any part of the Pledged Collateral and otherwise to act with respect to the Pledged Collateral as though the Company were the outright owner thereof, Pledgor hereby irrevocably constituting and appointing the Company as the proxy and attorney-in-fact of Pledgor, with full power of substitution to do so; PROVIDED, HOWEVER, the Company shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. The Company shall exercise reasonable care in preserving the certificates representing the Pledged Collateral, but the Company shall have no obligation to preserve the value of the Pledged Collateral. Any sale of the Pledged Collateral shall be made for any consideration allowable under all applicable laws, and the Company may be the purchaser of the whole or any part of the Pledged Collateral so sold, and hold the same thereafter in its own right free from any claim of Pledgor or any right of redemption. The Pledgor and the Company agree that it would be considered fair to sell the Pledged Stock at a per share price equal to the average closing price per share of the Pledged Stock as reported on the Nasdaq Stock Market's National Market for the five days prior to the occurrence of the Event of Default. Each sale shall be made to the highest bidder, but the Company reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, notices of sale, advertisements and the presence of property at sale are hereby waived, and any sale hereunder may be conducted by an auctioneer or any officer or agent of the Company. b. SALE OF PLEDGED COLLATERAL. If, at the original time or times appointed for the sale of the whole or any part of the Pledged Collateral, the highest bid shall be inadequate to discharge in full all the Secured Obligations if there be but one sale, or if the Pledged Collateral be offered for sale in lots, if at any of such sales the highest bid for the lot offered for sale would indicate to the Company, in its discretion, the unlikelihood of the proceeds of the sales of the whole of the Pledged Collateral being sufficient to discharge in full all of the Secured Obligations, the Company may, on one or more occasions and in its discretion, postpone any of said sales by public announcement at the time of sale or the time of previous postponement of sale, and no other notice of such postponement or postponements of sale need be given, any other notice being hereby waived. c. PROCEEDS. In the event of any sales hereunder, the Company shall, after deducting all costs and expenses of every kind (including reasonable attorneys' fees and disbursements) for care, safekeeping, collection, sale, delivery or otherwise, apply the residue of the proceeds of the sales to the payment or reduction, either in whole or in part, of the Secured Obligations in accordance with Section 9 and the agreements and instruments governing and evidencing such Secured Obligations, returning the surplus, if any, to Pledgor. d. PLEDGOR WAIVERS. Pledgor agrees that following the occurrence and during the continuance of an Event of Default, it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreement, or the absolute sale of the whole or any part of the Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and Pledgor waives the benefit of all such laws to the extent it lawfully may do so. e. NON-INTERFERENCE. Pledgor agrees that it will not interfere with any right, power or remedy of the Company provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Company of any one or more of such rights, powers or remedies. No failure or delay on the part of the Company to exercise any such right, power or remedy, and no notice or demand which may be given to or made upon Pledgor by the Company with respect thereto, shall operate as a waiver thereof, or limit or impair the Company's right to take any action or to exercise any right, power or remedy hereunder, without notice or demand, or prejudice its rights against Pledgor in any respect. f. UNENCUMBERED SHARES. The Company agrees, notwithstanding any provision to the contrary set forth herein, that in connection with any sale, transfer or other disposition by it of the Pledged Collateral in accordance with this Section 8, the Company shall first remove its lien against such Pledged Collateral so that the transferee of such Pledged Collateral is acquiring, in accordance with this Section 8, such Pledged Collateral free and clear of all liens, encumbrances and other restrictions or title defects. 9. APPLICATION OF PROCEEDS. Any cash held by the Company as Pledged Collateral and all cash proceeds received by the Company in respect of any sale of, liquidation of or other realization upon all or any part of the Pledged Collateral shall be applied by the Company as follows: a. First, to the payment of the costs and expenses of such sale, including reasonable fees and expenses of the Company's agents and counsel, and all expenses, liabilities and advances made or incurred by the Company in connection therewith; b. Next, to the payment of that portion of the Secured Obligations consisting of accrued and unpaid interest and fees; c. Next, to the payment of that portion of the Secured Obligations consisting of the unpaid remaining principal amounts; and d. Finally, to the payment to Pledgor, or the successors or assigns of Pledgor, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. 10. TERMINATION. This Agreement shall terminate when all Secured Obligations have been paid fully at which time the Company shall reassign and deliver to Pledgor, or to such person or persons as Pledgor shall designate, against receipt, such of the Pledged Collateral (if any) as shall not have been sold or otherwise still be held by it hereunder, together with appropriate instruments of reassignment and release; PROVIDED, HOWEVER, that all indemnities of Pledgor contained in this Agreement shall survive and remain operative and in full force and effect regardless of the termination of this Agreement. Any such reassignment shall be without recourse to or warranty by the Company and at the expense of Pledgor. 11. INDEMNIFICATION. Pledgor agrees to indemnify and hold the Company harmless from and against any and all taxes, liabilities, claims and damages, including reasonable attorneys' fees and disbursements, and other expenses incurred or arising by reason of the taking action by the Company, in good faith, to perfect or enforce its rights hereunder, including any taxes payable in connection with the delivery of any of the Pledged Collateral as provided herein. The liabilities of Pledgor under this Section 11 shall survive the termination of this Agreement. 12. LIEN ABSOLUTE. All rights of the Company hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be impaired or affected by, or deemed to be satisfied by, nor shall Pledgor or any Pledged Collateral be exonerated, discharged or released by, any of the following events: a. The Company's exercise or enforcement of or failure or delay in exercising or enforcing any legal proceedings to collect the Secured Obligations or any power, right or remedy with respect to the Secured Obligations, the Pledged Collateral or any other collateral held by the Company, including any action or inaction of the Company to perfect, protect or enforce any security interest in the Pledged Collateral or any other collateral, any impairment or suspension of the Pledged Collateral or any other collateral, the Company's compromise, exchange, release, settlement, amendment or waiver with or of any other person, or the Pledged Collateral or any other collateral, or any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment, impairment, renunciation, cancellation, surrender, suspension or waiver of the Note, the Stock Purchase Agreement or any other agreement, document or instrument governing or evidencing any of the Secured Obligations; b. Any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or assignment for the benefit of creditors of the Company or Pledgor, appointment of a receiver or trustee for all or any part of the Company's or Pledgor's assets, or liquidation, winding-up or dissolution of the Company; c. Any invalidity, voidability, unenforceability or irregularity, or future change to or amendment of, in whole or in part, the Secured Obligations, the Note, the Stock Purchase Agreement, this Agreement or any other agreements, documents or instruments governing or evidencing any of the Secured Obligations; d. Any merger, acquisition, consolidation or change in structure of MarketWatch, or any sale, lease, transfer or other disposition of any or all of the assets of MarketWatch; e. Any assignment, endorsement or other transfer, in whole or in part, of the Company's interest in the Secured Obligations, the Pledged Collateral or any other collateral; f. Any claim, defense, counterclaim or set-off, other than that of prior performance, that Pledgor may have or assert, including, but not limited to, any defense of incapacity, disability or lack of corporate or other authority to execute any documents relating to the Secured Obligations, the Pledged Collateral or any other collateral; g. The Company's vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Pledged Collateral or the Secured Obligations; or h. Any cancellation, renunciation or surrender of any pledge or any other debt instrument evidencing the Secured Obligations, other than the Note. 13. REINSTATEMENT. This Agreement shall remain in full force and effect and continue to be effective if at any time payment and performance of the Secured Obligations of Pledgor, or any part thereof, is, pursuant to applicable law, avoided, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a "voidable preference," "fraudulent conveyance" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is avoided, rescinded, reduced, restored or returned, the Secured Obligations, as the case may be, shall be reinstated and deemed reduced only by such amount paid and not so avoided, rescinded, reduced, restored or returned. 14. MISCELLANEOUS. a. SURVIVAL. All representations, warranties and covenants of Pledgor contained in this Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this Agreement pursuant to Section 10 hereof. b. USE OF AGENTS. The Company may execute any of its duties hereunder by or through agents or employees and shall be entitled to advice of counsel concerning all matters pertaining to its duties hereunder. c. REIMBURSEMENT. Pledgor agrees to reimburse the Company promptly for all expenses, including reasonable counsel fees, incurred by the Company in connection with the enforcement of this Agreement. d. LIMITATIONS ON LIABILITY. Neither the Company nor any of its officers, directors, employees, agents or counsel shall be liable for any action lawfully taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct. e. BINDING EFFECT. The representations and warranties of each party to this Agreement shall be binding upon, and any action for a breach thereof may be brought against, such party or its respective successors and assigns. f. AMENDMENT. This Agreement may be amended, modified or supplemented only by a written instrument executed by or on behalf of each of the parties hereto. g. ENTIRE AGREEMENT. This Agreement, the Stock Purchase Agreement and the Note supersede all prior discussions and agreements between the parties with respect to the subject matter hereof and contain the sole and entire agreement between the parties hereto with respect to the subject matter hereof. h. SEVERABILITY. The invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. i. NOTICES. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to be duly given when delivered personally, by registered or certified mail postage prepaid, or by a nationally recognized overnight courier service as follows: (1) If to the Company: Rycade Capital Corporation 444 Spear Street, Suite 200 San Francisco, California 94105 Attention: Mark Nieker (2) If to Pledgor: Data Broadcasting Corporation 22 Crosby Drive Bedford, Massachusetts 01730 Attention: Andrea H. Loew, Vice President and General Counsel Attention: Steven Crane, Executive Vice President and Chief Financial Officer with a copy to: Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 Attention: Charles E. Engros, Jr. j. SECTION TITLES. The Section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. k. GOVERNING LAW. All questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. l. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same agreement. [SIGNATURE PAGE TO FOLLOW] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above. RYCADE CAPITAL CORPORATION By: /s/ Mark Nieker ------------------------------------- Name: Mark Nieker Title: Treasurer DATA BROADCASTING CORPORATION By: /s/ Steven G. Crane ------------------------------------- Name: Steven G. Crane Title: Executive Vice President and Chief Financial Officer EXHIBIT A IRREVOCABLE STOCK POWER For Value Received, _______________ hereby sells, assigns and transfers unto- PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE +--------------------------------------+ | | +--------------------------------------+ - -------------------------------------------------------------------------------- NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER ______________________________________________ Shares represented by the within Certificate, and does hereby irrevocably constitute and appoint __________________________________Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises. Dated ------------------- By: ------------------------------------- Name: In the presence of - ------------------------------ (Signature of Witness) -----END PRIVACY-ENHANCED MESSAGE-----