-----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, TsTq5jxXESE7p/wqXIQD+BG4B1L1iTWo410igilfY6tJVlBlQYUeOHvWNg/fhrqX kkwMQeujFoVVuWHsJk6zHA== 0000950134-03-007475.txt : 20030509 0000950134-03-007475.hdr.sgml : 20030509 20030509155109 ACCESSION NUMBER: 0000950134-03-007475 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MYHRE TERRY L CENTRAL INDEX KEY: 0001224537 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9691 101ST ST N CITY: STILLWATER STATE: MN ZIP: 55082 MAIL ADDRESS: STREET 1: 9691 101ST ST N CITY: STILLWATER STATE: MN ZIP: 55082 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROADVIEW MEDIA INC CENTRAL INDEX KEY: 0000073048 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 410641789 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-12969 FILM NUMBER: 03690496 BUSINESS ADDRESS: STREET 1: 4455 WEST 77TH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55435 BUSINESS PHONE: 6128354455 MAIL ADDRESS: STREET 1: 4455 WEST 77TH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55435 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST TELEPRODUCTIONS INC DATE OF NAME CHANGE: 19920703 SC 13D 1 c76976sc13d.htm SCHEDULE 13D sc13d
 

         
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.      )*

Broadview Media, Inc.
(Name of Issuer)

Common
(Title of Class of Securities)

111382107
(CUSIP Number)

Terry L. Myhre
9691 101st ST N.
Stillwater, MN 55082
651-426-4494
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 25, 2003
(Date of Event which Requires Filing of this Statement)

  If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
  Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7 for other parties to whom copies are to be sent.
 
  *The 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 (“Act”) 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. 111382107 13D Page 2 of 4 Pages

  1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Terry L. Myhre

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)   o
(b)   o

  3. SEC Use Only
 
 

  4. Source of Funds (See Instructions)

PF

  5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

o

  6. Citizenship or Place of Organization

United States of America

  7.   Sole Voting Power
 
Number of 1,050,000 (INCLUDES WARRANT TO PURCHASE 350,000 SHARES OF COMMON STOCK)
   
Shares   8.   Shared Voting Power
 
Beneficially       0
   
Owned by Each   9.   Sole Dispositive Power
 
Reporting     1,050,000 (INCLUDES WARRANT TO PURCHASE 350,000 SHARES OF COMMON STOCK)
   
Person   10.   Shared Dispositive Power
 
With     0

  11. Aggregate Amount Beneficially Owned by Each Reporting Person

1,050,000 (INCLUDES WARRANT TO PURCHASE 350,000 SHARES OF COMMON STOCK)

  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o

  13. Percent of Class Represented by Amount in Row (11)

41.2%

  14. Type of Reporting Person (See Instructions)

IN

 

Item 1. Security and Issuer.

  This Schedule 13D relates to shares of Common Stock, par value $0.01 per share (“Common Stock”), of Broadview Media, Inc. The principal executive offices of the Company are located at 4455 West 77th Street, Minneapolis, MN 55435.

Item 2. Identity and Background.

  (a)   and (f). Mr. Myhre is an individual and citizen of the United States of America.
 
  (b)   Business Address: 1401 W. 76th St., Richfield, MN 55423
 
  (c)   Mr. Myhre is President of the Minnesota School of Business, 1401 W 76th St. Richfield, MN 55423.
 
  (d)   and (e) During the last five years, Mr. Myhre has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

          On March 25, 2003, Mr. Myhre purchased 700,000 shares of Common Stock at $.65 per share from the Company for a total amount of $455,000.00. Mr. Myhre issued an unsecured promissory note to the Company for $455,000 of which he paid $100,000 in cash from personal funds on March 28, 2003, and the balance of $355,000 in cash from personal funds on April 15, 2003.

Item 4. Purpose of Transaction.

          Mr. Myhre intends to hold such securities for investment purposes. He does not have any current plans or proposals that relate to or would result in the types of transactions set forth in paragraphs (b) through (j) of the instructions for this Item 4. Mr. Myhre was elected to the Board of Directors and intends to participate in matters affecting the Company in such role.

Item 5. Interest in Securities of the Issuer.

  (a)   Mr. Myhre beneficially owns 1,050,000 shares of Common stock, including a Warrant to Purchase 350,000 shares of Common Stock, which constitutes approximately 41.2% of the total outstanding shares of Common Stock.
 
  (b)   Mr. Myhre has the sole power to direct the vote and disposition of the 700,000 shares of Common Stock.
 
  (c)   Not applicable.
 
  (d)   Not applicable.
 
  (e)   Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

 

          In connection with this transaction reported herein, Mr. Myhre entered into a Securities Purchase Agreement with the Company which includes certain restrictions and obligations regarding Mr. Myhre’s acquisition of additional shares as described in the agreement attached as Exhibit 1. Mr. Myhre also was granted certain registration rights and is subject to certain rights and restrictions affecting his acquisition or disposition of his shares as described in the Registration Rights Agreement attached as Exhibit 2. In addition to the purchase of shares, Mr. Myhre received a Common Stock Purchase Warrant attached hereto as Exhibit 3, which is subject to certain exercise and other restrictions as described in the Warrant. A portion of the consideration delivered to purchase the shares reported herein was a promissory note to the Company as described above in Item 3 and attached as Exhibit 4, which note was fully paid on April 15, 2003.

Item 7. Material to be Filed as Exhibits.

          Exhibit 1: Securities Purchase Agreement
          Exhibit 2: Registration Rights Agreement
          Exhibit 3: Common Stock Purchase Warrant
          Exhibit 4: Note

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

         
Dated:   May 9, 2003    
        /s/ Terry L. Myhre
       
        Terry L. Myhre

  EX-99.1 3 c76976exv99w1.txt EX-1 SECURITIES PURCHASE AGREEMENT EXHIBIT 1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between BROADVIEW MEDIA, INC., a Minnesota corporation, with headquarters located at 4455 West 77th Street, Edina, MN 55435 (the "Company"), and the entities or persons named on the signature pages hereto (the "Buyers"). WITNESSETH: WHEREAS, the Company and the Buyers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded, inter alia, by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), and/or Section 4(2) of the 1933 Act; and WHEREAS, the Buyers wish to collectively purchase, upon the terms and subject to the conditions of this Agreement, 800,000 shares of Common Stock, $0.01 par value per share (the "Common Stock") and Warrants to purchase an additional 400,000 shares of Common Stock (the "Warrants") of the Company subject to acceptance of this Agreement by the Company; NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. AGREEMENT TO PURCHASE; PURCHASE PRICE. a. PURCHASE. (i) Buyers hereby agree to purchase from the Company the number of shares of the Common Stock @ $0.65 per share and Warrants (in the form attached hereto as ANNEX I) to purchase the number of shares Common Stock at an exercise price of $1.25 per share as set forth after their names below:
Name Shares Warrants for Shares - ---- ------ ------------------- Terry Myhre 700,000 350,000 Robert Williams 40,000 20,000 Wayne Speedling 20,000 10,000 Richard O'Brien 20,000 10,000 Brian Budenski 10,000 5,000 Sandi Raines 10,000 5,000
(ii) The purchase price to be paid by each of the Buyers for the referenced shares of Common Stock and Warrants (the "Purchase Price") shall be equal to the amount set forth on the signature page of this Agreement as so specified, and shall be payable in United States Dollars. b. CERTAIN DEFINITIONS. As used herein, each of the following terms has the meaning set forth below, unless the context otherwise requires: (i) "Securities" means the shares consisting of Common Stock, Warrants to purchase Common Stock and Common Stock issuable upon the exercise of the Warrants. (ii) "Closing Date" means the date of the closing of the purchase and sale of the Common Stock, as provided herein. (iii) "Effective Date" means the effective date of a Registration Statement covering the Registrable Securities (as those terms are defined in the Registration Rights Agreement defined below). (iv) "Shares" means the Common Stock. (v) "Warrants" means Warrants to purchase Common Stock. c. FORM OF PAYMENT; DELIVERY OF CERTIFICATES. (i) The Buyers shall pay the Purchase Price by delivering the Purchase Price in immediately available good funds in US Dollars to the Company on or before April 15, 2003. (ii) Promptly following payment by the Buyers to the Company the Company shall deliver to the respective Buyers one or more certificates representing the Common Stock and Warrant forms to be issued hereunder, each duly executed on behalf of the Company and issued in the name of the Buyers (collectively, the "Certificates"). 2. BUYERS REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. Each of the Buyers represents and warrants to, and covenants and agrees with, the Company as follows: a. Without limiting Buyer's right to sell the Common Stock pursuant to the Registration Rights Agreement, the Buyer is purchasing the Securities and will be acquiring the Shares for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. b. The Buyer is (i) an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act by reason of Rule 501, (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Securities. c. All subsequent offers and sales of the Securities by the Buyer shall be made pursuant to registration of the Shares under the 1933 Act or pursuant to an exemption from registration. d. The Buyer understands that the Securities are being issued in a private placement and are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. e. The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities and the offer of the Shares which have been requested by the Buyer, including ANNEX II hereto. The Buyer acknowledges that these materials are confidential and proprietary to the Company and that some of these materials may not have previously been made available to the public; therefore, to preserve the confidential nature of such materials Buyer agrees to hold all such information in the strictest confidence. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, the Buyer has also had the opportunity to obtain and to review the Company's (1) Annual Report on Form 10-KSB/A for the fiscal year ended March 31, 2002, (2) Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2002, (3) Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2002 (4) Quarterly Report on Form 10-QSB for the fiscal quarter ended December 31, 2002 (the "Company's SEC Documents"). f. The Buyer understands that its investment in the Securities involves a high degree of risk. g. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. h. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid and binding agreement of the Buyer enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally. i. The Buyer acknowledges that, with respect to the offering of the Securities, no general solicitation or general advertising (including communications published in any newspaper, magazine or other broadcast medium) has been received by the Buyer and no public solicitation or advertisement has been made to the Buyer. j. There is no investment banker, broker, finder or other similar intermediary which has been retained by, or is authorized by, the Buyer or any affiliate of the Buyer to act on behalf of the Buyer, who or which might be entitled to any fee or commission from the Company in connection with the purchase and sale of the Securities. k. Each of the Buyers is acting independently, and acquiring the Securities for his own account, and not on behalf of any entity or pooled investment strategy, agency, partnership, corporation, trust or other ownership group to which he has or will join for purposes of holding the Securities. 3. COMPANY REPRESENTATIONS, ETC. The Company represents and warrants to the Buyers as of the date hereof and as of the Closing Date that, except as otherwise provided in ANNEX II hereto: a. CONCERNING THE SHARES. The Shares have been duly authorized, and when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability solely by reason of acquiring the Shares. There are no preemptive rights of any stockholder of the Company, as such, to acquire the Shares. b. COMPANY STATUS. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or financial condition or results of operation of the Company. c. AUTHORIZED SHARES. The authorized capital stock of the Company consists of 2,500,000 shares of Preferred stock, authorized, none issued and 10,000,000 shares of Common Stock, $0.01 par value per share, of which approximately 1,400,379 shares have been issued and are outstanding as of the date hereof. All issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. The Company has sufficient authorized and unissued shares of Common Stock as may be necessary to effect the issuance of the Shares. The Shares have been duly authorized and, when issued pursuant to this Agreement, and paid for in accordance with its respective terms, will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such holder. d. SECURITIES PURCHASE AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND WARRANTS. This Agreement and the transactions contemplated hereby, have been duly and validly authorized by the Company. This Agreement has been duly executed and delivered by the Company and this Agreement, the Registration Rights Agreement, the form of which is attached hereto as ANNEX III (the "Registration Rights Agreement"), and the Warrants, when executed and delivered by the Company, will be, valid and binding agreements of the Company enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally; and, when issued and paid for in accordance with the terms of this Agreement, the Shares will be duly and validly authorized and fully paid and nonassessable. e. NON-CONTRAVENTION. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company, the issuance of the Securities, and the consummation by the Company of the other transactions contemplated by this Agreement, and the Registration Rights Agreement do not and will not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default under (i) the articles of incorporation or by-laws of the Company, each as currently in effect, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock except as herein set forth, or (iii) to its knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Company or any of its properties or assets, except such conflict, breach or default which would not have a material adverse effect on the business, operations or financial condition or results of operations of the Company or on the transactions contemplated herein. f. APPROVALS. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyers as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained. g. SEC FILINGS. None of the Company's SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein in light of the circumstances under which they were made, not misleading. The Company has timely filed all requisite forms, reports and exhibits thereto with the SEC. h. ABSENCE OF CERTAIN CHANGES. Since December 31, 2002 and except as disclosed on Annex II hereto, there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition, or results of operations of the Company, except as disclosed in the Company's SEC Documents. Since December 31, 2002, except as disclosed in the Company's SEC Documents, the Company has not (i) incurred or become subject to any material liabilities (absolute or contingent) except liabilities incurred in the ordinary course of business consistent with past practices; (ii) discharged or satisfied any material lien or encumbrance or paid any material obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; (iii) declared or made any payment or distribution of cash or other property to stockholders with respect to its capital stock, or purchased or redeemed, or made any agreements to purchase or redeem, any shares of its capital stock; (iv) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business consistent with past practices; (v) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of existing business; (vi) made any changes in employee compensation, except in the ordinary course of business consistent with past practices; or (vii) experienced any material problems with labor or management in connection with the terms and conditions of their employment. 4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS. a. TRANSFER RESTRICTIONS. Each of the Buyers acknowledges that (1) the Securities have not been and are not being registered under the provisions of the 1933 Act and, except as provided in the Registration Rights Agreement, the Securities have not been and are not being registered under the 1933 Act, and may not be transferred unless (A) subsequently registered thereunder or (B) the Buyer shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (2) any sale of the Securities made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such Securities under circumstances in which the seller, or the person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (3) neither the Company nor any other person is under any obligation to register the Securities (other than pursuant to the Registration Rights Agreement) under the 1933 Act or to comply with the terms and conditions of any exemption thereunder. b. RESTRICTIVE LEGEND. Each of the Buyers acknowledges and agrees that the Shares, until such time as the Common Stock has been registered under the 1933 Act as contemplated by the Registration Rights Agreement and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities): THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. c. ADDITIONAL PURCHASES OF SHARES. Each of the Buyers agrees that he will not purchase any additional Securities until the Company next files Form 10-K. Further, for the next three years following the consummation of the transaction contemplated hereunder, each of the Buyers agrees (i) that he will not, if he presently holds or is (or as a result of the sales of Securities under this Agreement, will hold or be) the beneficial owner of five percent (5%) or more of the Company's Securities, acquire nor seek to purchase additional shares of the Company's Securities, or (ii) that if, as the result of any acquisition(s), he would become a owner of five percent (5%) or more of the Company's Securities, he will not proceed with any such acquisition or at anytime thereafter acquire or seek to purchase additional shares of the Company's Securities. d. PURCHASES BY MR. MYHRE. Based upon an understanding between Terry Myhre and the Company, if the offering of Securities hereunder is not fully subscribed, Mr. Myhre agrees that he will purchase all such allotment of Securities not purchased by the other parties named herein. e. FILINGS. The Company undertakes and agrees to make all necessary filings in connection with the sale of the Securities to the Buyers under any United States laws and regulations applicable to the Company, or by any domestic securities exchange or trading market, and to provide a copy thereof to the Buyers promptly after such filing. f. REPORTING STATUS. So long as any of the Buyers beneficially owns any of the Securities, the Company shall file all reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Act, and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination, unless, in the determination of its Board of Directors, it is no longer necessary or practicable for the Company to remain a reporting company for SEC purposes g. AVAILABLE SHARES. The Company shall have at all times authorized and reserved for issuance, shares of Common Stock sufficient to yield one hundred percent (100%) of the number of shares of Common Stock issuable upon exercise of the Warrants as may be required to satisfy the exercise rights of the Buyers pursuant to the terms and conditions of the Warrants. 5. CLOSING DATE. a. The Closing Date shall occur on March 25, 2003. b. The closing of the purchase and issuance of Common Stock and Warrants shall occur on the Closing Date at the offices of the Company and shall take place no later than 5:00 P.M., Central Time, on such day or such other time as is mutually agreed upon by the Company and the Buyers. 6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. Each of the Buyers understands that the Company's obligation to sell the Common Stock to the Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Buyer; b. Delivery by the Buyer of good funds as payment in full of an amount equal to the Purchase Price in accordance with this Agreement; c. The accuracy on the Closing Date of the representations and warranties of the Buyer contained in this Agreement, each as if made on such date, and the performance by the Buyer on or before such date of all covenants and agreements of the Buyer required to be performed on or before such date; and d. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained. 7. CONDITIONS TO THE BUYERS' OBLIGATION TO PURCHASE. The Company understands that each of the Buyer's obligation to purchase the Common Stock on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company of the Certificates in accordance with this Agreement, provided, however, that the Company shall have an additional five (5) business days to deliver to the Buyers the Certificates if the Company demonstrates, to the reasonable satisfaction of Buyers, that it has ordered the delivery of such Certificates from its transfer agent c. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; and d. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained. 8. GOVERNING LAW: MISCELLANEOUS. a. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Minnesota for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of Minneapolis or the state courts of the State of Minnesota sitting in the City of Minneapolis in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. b. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. c. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. d. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. e. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. f. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. g. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. h. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. i. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. j. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. 9. NOTICES. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of (a) the date delivered, if delivered by personal delivery as against written receipt thereof or by confirmed facsimile transmission, (b) the seventh business day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or (c) the third business day after mailing by international express courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10) days' advance written notice similarly given to each of the other parties hereto): COMPANY: BROADVIEW MEDIA, INC. At its address at the head of this Agreement Attn: Kenneth Ritterspach, President Telephone No.: (952) 835-4455 Telecopier No.: (952) 835-0971 BUYERS: To each of the Buyers at the address set forth on the signature page of this Agreement. 10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The Company's and the Buyers' representations and warranties herein shall survive the execution and delivery of this Agreement and the delivery of the Certificates and the payment of the Purchase Price until the statute of limitations on any claim or cause of action with respect to the subject matter of any such section has expired, and shall inure to the benefit of the Buyers and the Company and their respective successors and assigns. SIGNATURE PAGE NO. 1 IN WITNESS WHEREOF, the undersigned represents that the foregoing statements are true and correct and that it has caused this Securities Purchase Agreement to be duly executed on its behalf this 25th day of March, 2003. PURCHASE PRICE: $455,000.00 BUYER: 9891 - 101st Street No. Stillwater, MN 55082 TERRY MYHRE - ------------------------------------ ----------------------------------- Address Printed Name of Subscriber /s/ Terry L. Myhre ----------------------------------- Social Security No. ###-##-#### (Signature of Authorized Person) As of the date set forth below, the undersigned hereby accepts this Agreement and represents that the foregoing statements are true and correct and that it has caused this Securities Purchase Agreement to be duly executed on its behalf. BROADVIEW MEDIA, INC. By: /s/ Dean Bachelor ------------------------ Dean Bachelor Title: Chairman and CEO Date: March 25, 2003 SIGNATURE PAGE NO. 2 IN WITNESS WHEREOF, the undersigned represents that the foregoing statements are true and correct and that it has caused this Securities Purchase Agreement to be duly executed on its behalf this 25th day of March, 2003. PURCHASE PRICE: $13,000.00 BUYER: Wayne Speedling 7680 Lamar Ave. Cottage Grove, MN 55016 WAYNE SPEEDLING - ------------------------------------ ------------------------------------ Address Printed Name of Subscriber /s/ Wayne R. Speedling ------------------------------------ Social Security No. ###-##-#### (Signature of Authorized Person) As of the date set forth below, the undersigned hereby accepts this Agreement and represents that the foregoing statements are true and correct and that it has caused this Securities Purchase Agreement to be duly executed on its behalf. BROADVIEW MEDIA, INC. By: /s/ Kenneth Ritterspach -------------------------- Kenneth Ritterspach Title: President Date: March 25, 2003 SIGNATURE PAGE NO. 3 IN WITNESS WHEREOF, the undersigned represents that the foregoing statements are true and correct and that it has caused this Securities Purchase Agreement to be duly executed on its behalf this 25th day of March, 2003. PURCHASE PRICE: $26,000.00 BUYER: 4047 Cleveland St. Columbia Heights, MN 55421 ROBERT A. WILLIAMS - --------------------------------- ------------------------------------ Address Printed Name of Subscriber /s/ Robert A. Williams ------------------------------------ Social Security No. ###-##-#### (Signature of Authorized Person) As of the date set forth below, the undersigned hereby accepts this Agreement and represents that the foregoing statements are true and correct and that it has caused this Securities Purchase Agreement to be duly executed on its behalf. BROADVIEW MEDIA, INC. By: /s/ Kenneth Ritterspach -------------------------- Kenneth Ritterspach Title: President Date: March 25, 2003 SIGNATURE PAGE NO. 4 IN WITNESS WHEREOF, the undersigned represents that the foregoing statements are true and correct and that it has caused this Securities Purchase Agreement to be duly executed on its behalf this 25th day of March, 2003. PURCHASE PRICE: $13,000.00 BUYER: 3200 Oak View Drive Woodbury, MN 55129 RICHARD O'BRIEN - ------------------------------- ---------------------------------------- Address Printed Name of Subscriber /s/ Richard D. O'Brien ---------------------------------------- Social Security No. ###-##-#### (Signature of Authorized Person) As of the date set forth below, the undersigned hereby accepts this Agreement and represents that the foregoing statements are true and correct and that it has caused this Securities Purchase Agreement to be duly executed on its behalf. BROADVIEW MEDIA, INC. By: /s/ Dean Bachelor -------------------------- Dean Bachelor Title: CEO Date: March 25, 2003 SIGNATURE PAGE NO. 5 IN WITNESS WHEREOF, the undersigned represents that the foregoing statements are true and correct and that it has caused this Securities Purchase Agreement to be duly executed on its behalf this 25th day of March, 2003. PURCHASE PRICE: $6,500.00 BUYER: Sandi Raines 16775 Iredale Path Lakeville, MN 55044 SANDI RAINES - --------------------------------- ------------------------------------ Address Printed Name of Subscriber /s/ Sandi Raines ------------------------------------ Social Security No. ###-##-#### (Signature of Authorized Person) As of the date set forth below, the undersigned hereby accepts this Agreement and represents that the foregoing statements are true and correct and that it has caused this Securities Purchase Agreement to be duly executed on its behalf. BROADVIEW MEDIA, INC. By: /s/ Dean Bachelor -------------------------- Dean Bachelor Title: CEO Date: March 25, 2003 SIGNATURE PAGE NO. 6 IN WITNESS WHEREOF, the undersigned represents that the foregoing statements are true and correct and that it has caused this Securities Purchase Agreement to be duly executed on its behalf this 25th day of March, 2003. PURCHASE PRICE: $6,500.00 BUYER: 24235 Highview Avenue Lakeville, MN 55044 BRIAN BUDENSKI - ------------------------------------- ----------------------------------- Address Printed Name of Subscriber /s/ Brian J. Budenski ----------------------------------- Social Security No. ###-##-#### (Signature of Authorized Person) As of the date set forth below, the undersigned hereby accepts this Agreement and represents that the foregoing statements are true and correct and that it has caused this Securities Purchase Agreement to be duly executed on its behalf. BROADVIEW MEDIA, INC. By: /s/ Dean Bachelor -------------------------- Dean Bachelor Title: CEO Date: March 25, 2003 EX-99.2 4 c76976exv99w2.txt EX-2 REGISTRATION RIGHTS AGREEMENT EXHIBIT 2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 25, 2003 (this "Agreement"), is made by and between BROADVIEW MEDIA, INC., a Minnesota corporation, with headquarters located at 4455 West 77th Street, Edina, MN 55435 (the "Company"), and the entities or persons named on a signature page hereto (the "Buyers"). WITNESSETH: WHEREAS, upon the terms and subject to the conditions of the Securities Purchase Agreement between each of the Buyers and the Company (the "Securities Purchase Agreement"; terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement), the Company has agreed to issue and sell to the Buyers (i) shares of Common Stock of the Company, and (ii) warrants to acquire additional shares of the Common Stock of the Company (as used herein, such shares, including those acquired through exercise of the warrants, are collectively referred to as the "Common Stock"); and WHEREAS, to induce the Buyers to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain piggyback registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "Securities Act"), with respect to the Common Stock; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyers hereby agree as follows: 1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings: (a) "Investor" means each of the Buyers and any permitted transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 9 hereof and who holds the Common Stock, or Registrable Securities. (b) "Register," "Registered," and "Registration" refer to a registration effected by preparing and filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such Registration Statement by the United States Securities and Exchange Commission (the "SEC"), provided, however, that any Registration effected on Form S-8 or S-4 shall specifically be excluded from the Registration rights granted herein. (c) "Registrable Securities" means the Common Stock. (d) "Registration Statement" means a registration statement of the Company under the Securities Act. 2. REGISTRATION RIGHTS. The Investor shall have demand piggy-back registration rights with respect to the Common Stock (also sometimes referred to herein as the "Shares") subject to the conditions set forth below. If, at any time, the Company participates (whether voluntarily or by reason of an obligation to a third party) in the Registration of any shares of the Company's stock within three (3) years from the date hereof, the Company shall give written notice thereof to the Investor and the Investor shall have the right, exercisable within ten (10) business days after receipt of such notice, to demand inclusion of all or a portion of the Investor's Shares in such registration statement. If the Investor exercises such election, the Shares so designated shall be included in the registration statement at no cost or expense to the Investor. 3. OBLIGATIONS OF THE COMPANY. In connection with a registration of the Registrable Securities, the Company shall do each of the following. (a) Prepare, and file with the SEC by the required filing date a Registration Statement with respect to not less than the number of Registrable Securities provided in Section above, and thereafter use its reasonable best efforts to cause such Registration Statement relating to Registrable Securities to become effective. The Company's obligation hereunder to maintain such Registration shall not, in any event, continue for a period to exceed ninety (90) days after filing, and the Company may, if it deems necessary or appropriate to do so, suspend such Registration for a limited time to avoid forcing the Company to prematurely disclose information that would, if so disclosed, adversely affect the Company's business operations, or its prospects, or prejudice or adversely affect its ongoing negotiations in such regard. (b) Notify Investor, not less than five (5) days prior to such filing; and (if requested by any such Person) confirm such notice in writing no later than one (1) business day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC in respect of a Registration Statement (copies or, in the case of oral comments, summaries of such comments shall be promptly furnished by the Company to the Investors); and (D) with respect to the Registration Statement. (c) Furnish to Investor (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (d) As promptly as practicable after becoming aware thereof, notify each Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to each Investor as such Investor may reasonably request; (e) As promptly as practicable after becoming aware thereof, notify Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of a Notice of Effectiveness or any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (f) Use its reasonable efforts to secure and maintain the designation of all the Registrable Securities covered by the Registration Statement on the "OTC Bulletin Board Market" of the National Association of Securities Dealers Automated Quotations System ("NASDAQ") within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registrable Securities on The NASDAQ Bulletin Board Market; and, without limiting the generality of the foregoing, use reasonable efforts to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. ("NASD") as such with respect to such Registrable Securities; (g) Provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement; and (j) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts as the case may be, as the Investors may reasonably request. 4. OBLIGATIONS OF THE INVESTORS. In connection with a registration of the Registrable Securities, the Investors shall have the following obligations: (a) It shall be a condition precedent to the obligations of the Company with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor (the "Requested Information") if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. If at least two (2) business days prior to the filing date the Company has not received the Requested Information from an Investor (a "Non-Responsive Investor"), then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Investor; (b) Each Investor, by such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement; (c) If such Registration is underwritten by one or more brokerage firms, the Investor electing to exercise his rights to participate in such Registration shall (i) cooperate to the fullest extent as requested by such underwriter, and (ii) agree to any limitations imposed by such underwriter as to the number of Shares to be included in such Registration; and (d) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) or 3(f), above, such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or 3(f) and, if so directed by the Company, such Investor shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. 5. EXPENSES OF REGISTRATION. (a) All reasonable expenses incurred in connection with registrations, filings or qualifications pursuant to Section 3, but including, without limitation, all registration, listing, and qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, shall be borne by the Company. (b) Neither the Company nor any of its subsidiaries has, as of the date hereof, entered into, nor shall the Company nor any of its subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Investors in this Agreement or otherwise conflicts with the provisions hereof. 6. INDEMNIFICATION. In the event any Registrable Securities are included in a Registration Statement under this Agreement: (a) To the extent permitted by law, the Company will indemnify and hold harmless each Investor who holds such Registrable Securities, the directors, if any, of such Investor, the officers, if any, of such Investor, each person, if any, who controls any Investor within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Person" or "Indemnified Party"), against any losses, claims, damages, liabilities or expenses (joint or several) incurred (collectively, "Claims") to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations in the Registration Statement, or any post-effective amendment thereof, or any prospectus included therein: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to clause (b) of this Section 6, the Company shall reimburse the Investors, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a) shall not (I) apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c) hereof; (II) be available to the extent such Claim is based on a failure of the Investor to deliver or cause to be delivered the prospectus made available by the Company; or (III) apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Each Investor will indemnify the Company and its officers, directors and agents (each, an "Indemnified Person" or "Indemnified Party") against any claims arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company, by or on behalf of such Investor, expressly for use in connection with the preparation of the Registration Statement, subject to such limitations and conditions as are applicable to the Indemnification provided by the Company to this Section 6. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9. (b) Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be. In case any such action is brought against any Indemnified Person or Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof, subject to the provisions herein stated and after notice from the indemnifying party to such Indemnified Person or Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Person or Indemnified Party under this Section 6 for any legal or other reasonable out-of-pocket expenses subsequently incurred by such Indemnified Person or Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action of its final conclusion. The Indemnified Person or Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and reasonable out-of-pocket expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the Indemnified Person or Indemnified Party. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable. 7. CONTRIBUTION. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that (a) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 6; (b) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of such fraudulent misrepresentation; and (c) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities. 8. REPORTS UNDER EXCHANGE ACT. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to: (a) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, or, if the provisions of Rule 144(c)(2) are applicable, ensure that the standards contemplated by Rule 144(c) to permit sales by the Investors under said Rule 144 are satisfied at all times; and (b) furnish to Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration. 9. ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investor to any transferee of the Registrable Securities only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, and (d) at or before the time the Company received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In the event of any delay in filing or effectiveness of the Registration Statement as a result of such assignment, the Company shall not be liable for any damages arising from such delay. 10. AMENDMENT OF REGISTRATION RIGHTS. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of a majority of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company. 11. MISCELLANEOUS. (a) A person or entity is deemed to be a Buyer of Registrable Securities whenever such person or entity owns of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities. (b) Notices required or permitted to be given hereunder shall be given in the manner contemplated by the Agreement, (i) if to the Company or to the Buyers, to their respective address contemplated by the Agreement, and (iii) if to any other Investor, at such address as such Investor shall have provided in writing to the Company, or at such other address as each such party furnishes by notice given in accordance with this Section 11(b). (c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. (d) This Agreement shall be governed by and interpreted in accordance with the laws of the State of Minnesota for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of Minneapolis or the state courts of the State of Minnesota sitting in the City of Minneapolis in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. (e) If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. (f) Subject to the requirements of Section 9 hereof, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. (g) All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. (h) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning thereof. (i) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by telephone line facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. (j) This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. COMPANY: BROADVIEW MEDIA, INC. By: /s/ Dean Bachelor ----------------------- Name: Dean Bachelor Title: Chairman and CEO BUYERS: By: /s/ Terry L. Myhre ----------------------- Name: Terry L. Myhre Title: IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. COMPANY: BROADVIEW MEDIA, INC. By: /s/ Dean Bachelor --------------------------- Name: Dean Bachelor Title: CEO BUYERS: By: /s/ Wayne R. Speedling -------------------------- Name: Wayne R. Speedling Title: IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. COMPANY: BROADVIEW MEDIA, INC. By: /s/ Kenneth Ritterspach ------------------------------- Name: Kenneth Ritterspach Title: President BUYERS: By: /s/ Robert A. Williams ------------------------------- Name: Robert A. Williams Title: IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. COMPANY: BROADVIEW MEDIA, INC. By: /s/ Dean Bachelor --------------------------- Name: Dean Bachelor Title: CEO BUYERS: By: /s/ Richard O'Brien -------------------------- Name: Richard D. O'Brien Title: IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. COMPANY: BROADVIEW MEDIA, INC. By: /s/ Dean Bachelor ----------------------- Name: Dean Bachelor Title: CEO BUYERS: By: /s/ Sandi Raines ------------------------- Name: Sandi Raines Title: Buyer IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. COMPANY: BROADVIEW MEDIA, INC. By: /s/ Dean Bachelor --------------------------- Name: Dean Bachelor Title: Chairman and CEO BUYERS: By: /s/ Brian J. Budenski -------------------------- Name: Brian J. Budenski EX-99.3 5 c76976exv99w3.txt EX-3 COMMON STOCK PURCHASE WARRANT EXHIBIT 3 THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND LAWS, A "NO ACTION" LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION AND APPLICABLE STATE SECURITIES COMMISSION WITH RESPECT TO SUCH TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATIONS. BROADVIEW MEDIA, INC. COMMON STOCK PURCHASE WARRANT 1. Issuance; Certain Definitions. In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by BROADVIEW MEDIA, INC., a Minnesota corporation (the "Company"), Terry Myhre or registered assigns (the "Holder") is hereby granted the right to purchase at any time until 5:00 P.M., Minneapolis time, on the "Expiration Date," as hereinafter defined, 700,000 fully paid and nonassessable shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock") at an exercise price per share (the "Exercise Price") of $1.25 per share. This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement, dated as of March 25, 2003 (the "Securities Purchase Agreement"), to which the Company and Holder (or Holder's predecessor in interest) are parties. 2. Exercise of Warrants. This Warrant may be exercised only if the issuance and subsequent exercise hereof will not, because of the application of Section 382 of the U.S. Internal Revenue Code, negatively affect the ability of the Company to carry forward and use its net operating losses to the fullest extent allowed by law. Thereafter, this Warrant is exercisable in whole or in part at any time and from time to time prior to the Expiration Date at the Exercise Price per share of Common Stock payable hereunder, payable in cash or by certified or official bank check. Upon surrender of this Warrant Certificate with the annexed Notice of Exercise Form duly executed (which Notice of Exercise Form may be submitted either by delivery to the Company or by facsimile transmission as provided in Section 9 hereof), together with payment of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. 3. Reservation of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant (the "Warrant Shares"). 4. Mutilation or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void. 5. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein. 6. Protection Against Dilution. 6.1 Adjustment Mechanism. If an adjustment of the Exercise Price is required pursuant to this Section 6, as provided below, the Holder shall be entitled to purchase such number of shares of Common Stock as will cause (i) the total number of shares of Common Stock Holder is entitled to purchase pursuant to this Warrant after such adjustment, multiplied by (ii) the adjusted Exercise Price per share, to equal (iii) the equivalent dollar value of the total number of shares of Common Stock Holder is entitled to purchase before any such adjustment multiplied by the total Exercise Price before such adjustment. 6.2 Capital Adjustments. In case of any stock split or reverse stock split, stock dividend, reclassification of the Common Stock, recapitalization, merger or consolidation, or like capital adjustment affecting the Common Stock of the Company (each, an "Adjustment"), the Exercise Price in effect at the time of the effective date for such Adjustment shall be proportionally adjusted so that the Holder of this Warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares which, if this Warrant had been exercised by such Holder immediately prior to such date, the Holder would have owned upon such exercise and been entitled to receive upon such Adjustment (and for such purposes the Holder shall, to the extent relevant, be deemed to have exercised this Warrant immediately prior to the record date or the effective date, as the case may, for the Adjustment). For example, if the Company declares a 2:1 stock dividend or stock split and the Exercise Price immediately prior to the record date for such Adjustment was $5.00 per share, the adjusted Exercise Price immediately after the Adjustment would be $2.50 per share. Such adjustment may be made successively if there is more than one Adjustment. In all other respects the provisions of this Section shall be applied in a fair, equitable and reasonable manner so as to give effect, as nearly as may be, to the purposes hereof. A rights offering to stockholders shall be deemed a stock dividend to the extent of the bargain purchase element of the rights. 7. Transfer to Comply with the Securities Act; Registration Rights. 7.1 Transfer. This Warrant has not been registered under the Securities Act of 1933, as amended, (the "Act"), or the securities laws of any state, and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act and applicable state securities laws relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act and applicable state securities laws. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. 7.2 Registration Rights. The Holder shall have certain registration rights with respect to the Warrant Shares as described in the separate Registration Rights Agreement to which Holder and the Company are parties. 8. Expiration Date. This Warrant shall expire at 5:00 P.M., Minneapolis Time, on the later of (i) that date three (3) years and one (1) month from the date hereof, or (ii) one (1) month following the day on which Holder is notified that the restrictions on exercise of this Warrant imposed by Paragraph 2 to preserve the Company's full utilization of its net operating losses no longer applies ("Expiration Date"). 9. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile transmission, or, if mailed, two days after the date of deposit in the United States mails, as follows: (i) if to the Company, to: BROADVIEW MEDIA, INC. 4455 West 77th Street, Edina, MN 55435 Attn: Ken Ritterspach, President Telephone No.: (952) 835-4455 Telecopier No.: (952) 835- 0971 (ii) if to the Holder, to: TERRY MYHRE 9891 - 101st Street No. Stillwater, MN 55082 Any party may, by notice given in accordance with this Section to the other parties, designate another address or person for receipt of notices hereunder. 10. Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein. 11. Governing Law. This Warrant shall be deemed to be a contract made under the laws of the State of Minnesota and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of Minneapolis or the state courts of the State of Minnesota sitting in the City of Minneapolis in connection with any dispute arising under this Warrant and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. 12. Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 13. Descriptive Headings. Descriptive headings of the several Sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the 25 day of March, 2003. BROADVIEW MEDIA, INC. By: /s/ Dean Bachelor -------------------------- Name: Dean Bachelor Its: Chairman and CEO Attest: /s/ Kenneth Ritterspach - ----------------------------- Name: Kenneth Ritterspach Title: Chairman and CEO NOTICE OF EXERCISE OF WARRANT The undersigned hereby irrevocably elects to exercise the right, represented by the Warrant Certificate dated as of __________, 2003, to purchase ____ shares of the Common Stock, par value $0.01 per share, of BROADVIEW MEDIA, INC. and tenders herewith payment in accordance with Section 1 of said Common Stock Purchase Warrant. Please deliver the stock certificate to: Dated: By: [ ] CASH: $ EX-99.4 6 c76976exv99w4.txt EX-4 NOTE EXHIBIT 4 PROMISSORY NOTE $455,000.00 March 25, 2003 For value received, the undersigned ("Maker") hereby promises to pay to the order of BROADVIEW MEDIA, INC., a Minnesota corporation (the "Company"), the sum of Four Hundred Fifty-five Thousand Dollars ($455,000.00) on or before April 15, 2003. The Note is delivered as payment of the Purchase Price due under that separate Securities Purchase Agreement by and between the Company and Maker, as one of the Buyers named therein. Terms no otherwise described herein shall have the same meaning as set forth in such agreement. Maker agrees that the company may withhold delivery of the Certificates until full payment has been made of all amounts due hereunder. Maker: TERRY L. MYHRE /s/ TERRY L. MYHRE ----------------------------------- TERRY L. MYHRE Paid in Full 4/15/03 /s/ Kenneth Ritterspach -----END PRIVACY-ENHANCED MESSAGE-----