10-K/A 1 c_10ka.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10K/A AMENDMENT NO. 1 Filed pursuant to Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 Commission File Number 000-30199 CoolSavings, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 36-4462895 (State of organization) (IRS Employer Identification No.) 360 N. Michigan Ave., 19th Floor Chicago, Illinois 60601 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code 312-224-5000 --------------------------------------------------- Former name, former address and former fiscal year, if changed since last report Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.001 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [ ] No [ X ] As of June 30, 2002 (the end of the Registrant's most recently completed second fiscal quarter), the aggregate market value of the Registrant's voting stock held by non-affiliates of the Registrant (assuming for this purpose that executive officers, directors and 10% stockholders are affiliates) was approximately $707,088, based on the closing sales price of $0.05 on such date. As of March 1, 2003, there were 39,093,660 shares of the Registrant's common stock issued and outstanding. 1 EXPLANATORY NOTE TO AMENDMENT NO. 1 This Amendment No. 1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2002 has been filed to correct the percentage of the Company's Common Stock beneficially owned by Landmark Communications, Inc. as of March 1, 2003. 2 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS COMMON STOCK; SERIES B PREFERRED STOCK; SERIES C PREFERRED STOCK The following tables set forth information with respect to the beneficial ownership of our common stock, Series B Preferred Stock, and Series C Preferred Stock, our three classes of voting stock, as of March 1, 2003, by: . each person known by us to beneficially own more than 5% of our common stock, Series B Preferred Stock, or Series C Preferred Stock; . each Named Executive Officer; . each of our Directors; and . all executive officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock, Series B Preferred Stock, and Series C Preferred Stock subject to options or warrants that are currently exercisable or exercisable within 60 days after March 1, 2003, are deemed to be outstanding and to be beneficially owned by the person holding the options or warrants for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to the shares indicated, subject to applicable community property laws. Beneficial ownership percentages are based on: . 39,093,660 shares of common stock outstanding, . 150,422,669 shares of Series B Preferred Stock, and . 13,000,000 shares of Series C Preferred Stock, each as of March 1, 2003. 3 Unless indicated otherwise, the address of each of the beneficial owners is: c/o CoolSavings, Inc., 360 N. Michigan Avenue, Suite 1900, Chicago, Illinois 60601. COMMON STOCK Percentage Shares of of Common Shares Common Stock Stock Name and Address Beneficially Beneficially of Beneficial Owner Owned Owned ------------------- ------------ ------------ Landmark Communications, Inc. 150 W. Brambleton Ave. Norfolk, Virginia 23510 175,420,590 (1) 86.15% Richard H. Rogel 56 Rose Crown Avon, Colorado 81620 13,573,089 (2) 26.05% Hugh R. Lamle c/o M.D. Sass 1185 Avenue of the Americas New York, New York 10036 7,375,466 (3) 14.15% Steven M. Golden 436 E. North Water St., Unit D Chicago, Illinois 60611 6,101,815 (4) 15.14% Matthew Moog 2,759,439 (5) 6.85% John J. Adams 490,286 (6) 1.24% R. Bruce Bradley c/o Landmark Communications, Inc. 150 W. Brambleton Ave. Norfolk, Virginia 23510 0 (7) * Gary S. Briggs c/o Ebay, Inc. 2145 Hamilton Ave. San Jose, California 95125 25,000 (8) * Guy R. Friddell, III c/o Landmark Communications, Inc. 150 W. Brambleton Ave. Norfolk, Virginia 23510 0 (7) * Karl B. Quist c/o Landmark Communications, Inc. 150 W. Brambleton Ave. Norfolk, Virginia 23510 0 (7) * John Giuliani 350 Ravine Park Drive East Lake Forest, Illinois 60045 0 * James S. Correll c/o Harte Hanks, Inc. 725 Stratford Drive Encinitas, California 92024 0 * Daniel Sherr c/o Information Resources, Inc. 150 North Clinton Street Chicago, Illinois 60661 0 * 4 Percentage Shares of of Common Shares Common Stock Stock Name and Address Beneficially Beneficially of Beneficial Owner Owned Owned ------------------- ------------ ------------ Debora J. Wilson c/o weather.com 300 Interstate North Parkway Atlanta, Georgia 30339 0 (7) * David B. Arney 41,250 (9) * David B. Desser 25,000(10) * All directors and executive officers as a group (14 persons) (11) 24,289,530 45.07% * Less than 1%. (1) Includes 11,099,832 shares of common stock subject to purchase pursuant to an immediately exercisable warrant; 150,422,669 shares of common stock issuable upon conversion of shares of Series B Preferred Stock outstanding on March 1, 2003 and owned by Landmark Ventures VII, LLC, a wholly owned subsidiary of Landmark Communications, Inc.; and 3,008,453 shares of common stock issuable upon conversion of shares of Series B Preferred Stock payable as an in-kind dividend on April 1, 2003 to Landmark Ventures VII, LLC. (2) Includes 6,873,113 shares held by a trust of which Mr. Rogel is the trustee; 498,000 shares held by a limited partnership, of which Mr. Rogel is a partner; 11,500 shares of common stock subject to options exercisable within 60 days after March 1, 2003; and 6,190,476 shares of common stock issuable upon conversion of shares of Series C Preferred Stock outstanding on March 1, 2003. (3) Includes 394,237 shares of common stock held by HLBL Family Partners, LP, which is controlled by Mr. Lamle; 1,500 shares held by a foundation controlled by Mr. Lamle; 11,500 shares of common stock subject to options exercisable within 60 days after March 1, 2003; and 6,190,476 shares of common stock issuable upon conversion of shares of Series C Preferred Stock outstanding on March 1, 2003. (4) Includes 4,382,315 shares of common stock held by a revocable trust, of which Mr. Golden is the trustee; 172,500 shares of common stock held by Steven M. Golden LLC, which is controlled by Mr. Golden; and 1,213,000 shares of common stock subject to options exercisable within 60 days after March 1, 2003. (5) Includes 359,968 shares of common stock held by Moog Investment Partners, LP, which is controlled by Mr. Moog; and 1,209,880 shares of common stock subject to options exercisable within 60 days after March 1, 2003. (6) Includes 481,086 shares of common stock subject to options exercisable within 60 days after March 1, 2003. 5 (7) Does not include the shares of common stock beneficially owned by Landmark Communications, Inc. (including shares of common stock beneficially owned by Landmark Ventures VII, LLC) which shares such individual may be deemed to beneficially own as a result of his or her relationship as a stockholder, director, officer or employee of such entity. Such individual expressly disclaims beneficial ownership of all such shares of common stock. (8) Includes 25,000 shares of common stock subject to options exercisable within 60 days after March 1, 2003. (9) Includes 41,250 shares of common stock subject to options exercisable within 60 days after March 1, 2003. (10) Includes 25,000 shares of common stock subject to options exercisable within 60 days after March 1, 2003. (11) Includes 1,805,216 shares of common stock subject to options exercisable within 60 days after March 1, 2003. Does not include shares of common stock beneficially owned or deemed to be beneficially owned by Landmark Communications, Inc. (including shares of common stock beneficially owned by Landmark Ventures VII, LLC). SERIES B PREFERRED STOCK Unless indicated otherwise, the address of each of the beneficial owners is: c/o CoolSavings, Inc., 360 N. Michigan Avenue, Suite 1900, Chicago, Illinois 60601. Percentage Series B of Series B Preferred Preferred Shares Shares Shares Name and Address Beneficially Beneficially of Beneficial Owner Owned Owned ------------------- ------------ ------------ Landmark Communications, Inc. 150 W. Brambleton Ave. Norfolk, Virginia 23510 153,431,122 (1) 100.00% Richard H. Rogel 56 Rose Crown Avon, Colorado 81620 0 -- Hugh R. Lamle c/o M.D. Sass 1185 Avenue of the Americas New York, New York 10036 0 -- Steven M. Golden 436 E. North Water St., Unit D Chicago, Illinois 60611 0 -- Matthew Moog 0 -- John J. Adams 0 -- R. Bruce Bradley c/o Landmark Communications, Inc. 150 W. Brambleton Ave. Norfolk, Virginia 23510 0 (2) -- 6 Percentage Series B of Series B Preferred Preferred Shares Shares Shares Name and Address Beneficially Beneficially of Beneficial Owner Owned Owned ------------------- ------------ ------------ Gary S. Briggs c/o Ebay, Inc. 2145 Hamilton Ave. San Jose, California 95125 0 -- Guy R. Friddell, III c/o Landmark Communications, Inc. 150 W. Brambleton Ave. Norfolk, Virginia 23510 0 (2) -- Karl B. Quist c/o Landmark Communications, Inc. 150 W. Brambleton Ave. Norfolk, Virginia 23510 0 (2) -- John Giuliani 350 Ravine Park Drive East Lake Forest, Illinois 60045 0 -- James S. Correll c/o Harte Hanks, Inc. 725 Stratford Drive Encinitas, California 92024 0 -- Daniel Sherr c/o Information Resources 150 North Clinton Street Chicago, Illinois 60661 0 -- Debora J. Wilson c/o Weather.com 300 Interstate North Parkway Atlanta, Georgia 30339 0 (2) -- David B. Arney 0 -- David B. Desser 0 -- All directors and executive officers as a group (14 persons) (3) 0 -- (1) Includes 150,422,669 shares of Series B Preferred Stock owned by Landmark Ventures VII, LLC, a wholly-owned subsidiary of Landmark Communications, Inc.; and 3,008,453 shares of Series B Preferred Stock payable as an in-kind dividend to Landmark Ventures VII, LLC on April 1, 2003. (2) Does not include the shares of Series B Preferred Stock beneficially owned by Landmark Communications, Inc. (including shares of Series B Preferred Stock beneficially owned by Landmark Ventures VII, LLC) which shares such individual may be deemed to beneficially owned as a result of his or her relationship as a stockholder, director, officer or employee of such entity. Such individual expressly disclaims beneficial ownership of all such shares of Series B Preferred Stock. (3) Does not include shares of Series B Preferred Stock beneficially owned or deemed to be beneficially owned by Landmark Communications, Inc. (including shares of Series B Preferred Stock beneficially owned by Landmark Ventures VII, LLC). 7 SERIES C PREFERRED STOCK Unless indicated otherwise, the address of each of the beneficial owners is: c/o CoolSavings, Inc., 360 N. Michigan Avenue, Suite 1900, Chicago, Illinois 60601. Percentage Series C of Series C Preferred Preferred Shares Shares Shares Name and Address Beneficially Beneficially of Beneficial Owner Owned Owned ------------------- ------------ ------------ Landmark Communications, Inc. 150 W. Brambleton Ave. Norfolk, Virginia 23510 0 -- Richard H. Rogel 56 Rose Crown Avon, Colorado 81620 6,190,476 47.62% Hugh R. Lamle c/o M.D. Sass 1185 Avenue of the Americas New York, New York 10036 6,190,476 47.62% Steven M. Golden 436 E. North Water St., Unit D Chicago, Illinois 60611 0 -- Matthew Moog 0 -- John J. Adams 0 -- R. Bruce Bradley c/o Landmark Communications, Inc. 150 W. Brambleton Ave. Norfolk, Virginia 23510 0 -- Gary S. Briggs c/o Ebay, Inc. 2145 Hamilton Ave. San Jose, California 95125 0 -- Guy R. Friddell, III c/o Landmark Communications, Inc. 150 W. Brambleton Ave. Norfolk, Virginia 23510 0 -- Karl B. Quist c/o Landmark Communications, Inc. 150 W. Brambleton Ave. Norfolk, Virginia 23510 0 -- John Giuliani 350 Ravine Park Drive East Lake Forest, Illinois 60045 0 -- James S. Correll c/o Harte Hanks, Inc. 725 Stratford Drive Encinitas, California 92024 0 -- Daniel Sherr c/o Information Resources 150 North Clinton Street Chicago, Illinois 60661 0 -- 8 Percentage Series C of Series C Preferred Preferred Shares Shares Shares Name and Address Beneficially Beneficially of Beneficial Owner Owned Owned ------------------- ------------ ------------ Debora J. Wilson c/o Weather.com 300 Interstate North Parkway Atlanta, Georgia 30339 0 -- David B. Arney 0 -- David B. Desser 0 -- All directors and executive officers as a group (14 persons) 12,380,952 95.24% SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets forth certain information regarding our equity compensation plans as of December 31, 2002: (a) (b) (c) Number of securities remaining Number of Weighted available for future securities to be average exercise issuance under issued upon price of equity compensation exercise of outstanding plans (excluding outstanding options,options, warrantssecurities reflected Plan Category warrants and rights and rights in column (a)) ------------- --------------------------------------------------------- Equity compen- sation plans approved by security holders 9,266,193 $ 0.99 5,283,183 Equity compen- sation plans not approved by security holders -- -- -- ---------- ------ ---------- Total 9,266,193 $ 0.99 5,283,183 ========== ====== ========== 9 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CoolSavings, Inc. By: /s/ Matthew Moog ------------------------- Matthew Moog Chief Executive Officer, President and Director Dated: June 16, 2003 10 CERTIFICATIONS -------------- I, Matthew Moog, certify that: 1. I have reviewed this annual report on Form 10-K of CoolSavings, Inc., as amended; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us by others within that entity, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: June 16, 2003 /s/ Matthew Moog ----------------------------------- Matthew Moog President and Chief Executive Officer 11 I, David B. Arney, certify that: 1. I have reviewed this annual report on Form 10-K of CoolSavings, Inc., as amended; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us by others within that entity, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: June 16, 2003 /s/ David B. Arney ----------------------------------- David B. Arney Chief Financial Officer 12 EXHIBIT INDEX Exhibit No. Description ------- ----------- 2.1 Securities Purchase Agreement dated as of July 30, 2001 between coolsavings.com, inc., CoolSavings, Inc., Landmark Communications, Inc., and Landmark Ventures VII, LLC (incorporated by reference to Exhibit 2.1 to CoolSavings' Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2001 (the "August 8-K") 2.2 Amendment No. 1 to the Securities Purchase Agreement dated as of August 16, 2001 between coolsavings.com, inc., CoolSavings, Inc., Landmark Communications, Inc., and Landmark Ventures VII, LLC (incorporated by reference to Exhibit 2.3 to CoolSavings' Quarterly Report on Form 10-Q for the period ending September 30, 2001) 2.3 Agreement and Plan of Merger dated as of July 30, 2001 by and between coolsavings.com, inc. and CoolSavings, Inc. (incorporated by reference to Exhibit 2.2 to the August 8-K) 3.1 Certificate of Incorporation (incorporated by reference to Appendix D to CoolSavings' Definitive Proxy Statement filed with the Commission on August 22, 2001) 3.2 Bylaws (incorporated by reference to Appendix F to CoolSavings' Definitive Proxy Statement; file no. 000-30199) 4.1 Form of Common Stock Certificate (incorporate by reference to Exhibit 4.1 to CoolSavings' Registration Statement on Form S-1; file no. 333-94677) 4.2 Stockholders Agreement, dated as of June 1, 1998, among CoolSavings and certain of its Stockholders (incorporated by reference to Exhibit 4.2 to CoolSavings' Registration Statement on Form S-1; file no. 333-94677) 4.3 Registration Rights Agreement among CoolSavings and the holders of the 1999 Unsecured, Convertible Subordinated Promissory Notes (incorporated by reference to Exhibit 4.4 to CoolSavings' Registration Statement on Form S-1; file no. 333-94677) 4.4 Registration Rights Agreement among CoolSavings and the holders of the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.5 to CoolSavings' Registration Statement on Form S-1; file no. 333-94677) 4.5 Warrant between coolsavings.com, inc. and Landmark Communications, Inc. dated July 30, 2001 (incorporated by reference to Exhibit 4.1 to the August 8-K) 4.6 Warrant between CoolSavings, Inc. and Landmark Communications, Inc. dated November 12, 2001 (incorporated by reference to Exhibit 4.6 to CoolSavings' Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2002). 4.7 Registration Rights Agreement between coolsavings.com,inc., Landmark Ventures VII, LLC and certain coolsavings.com, inc. Stockholders dated July 30, 2001 (incorporated by reference to Exhibit 4.2 to the August 8-K) Exhibit No. Description ------- ----------- 10.1* Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to CoolSavings' Registration Statement on Form S-1; file no. 333-94677) 10.2* 1997 Stock Option Plan (incorporated by reference to Exhibit 10.3 to CoolSavings' Registration Statement on Form S-1, file no. 333-94677) 10.3* 1999 Director Option Plan (incorporated by reference to Exhibit 10.4 to CoolSavings' Registration Statement on Form S-1, file no. 333-94677) 10.4 Loan and Security Agreement, dated January 18, 2000, between CoolSavings and American National Bank and Trust Company of Chicago (incorporated by reference to Exhibit 10.18 to CoolSavings' Registration Statement on Form S-1; file no. 333-94677) 10.5 Forbearance and Reaffirmation Agreement, dated June 15, 2001, between coolsavings.com, inc. and American National Bank and Trust Company of Chicago (incorporated by reference to Exhibit 10.5 to CoolSavings' Quarterly Report on Form 10-Q for the period ended June 30, 2001) 10.6 Letter Agreement dated July 27, 2001 between coolsavings.com, inc. and American National Bank and Trust Company of Chicago (incorporated by reference to Exhibit 10.6 to CoolSavings' Quarterly Report on Form 10-Q for the period ended June 30, 2001) 10.7* Form of Promissory Note from current and former directors of CoolSavings payable to CoolSavings in consideration for exercise of stock options and/or warrants (incorporated by reference to Exhibit 10.6 to CoolSavings' Registration Statement on Form S-1, file no. 333-94677) 10.8* Termination Agreement, dated December 30, 1999 between CoolSavings and Hillel Levin (incorporated by reference to Exhibit 10.7 to CoolSavings' Registration Statement on Form S-1, file no. 333-94677) 10.9* Consulting Agreement, dated as of January 1, 2000, between CoolSavings and Hillel Levin (incorporated by reference to Exhibit 10.8 to CoolSavings Registration Statement on Form S-1, file no. 333-94677) 10.10 Lease Agreement, dated February 24, 1997, between Prentiss Properties Acquisition Partners, L.P. and CoolSavings (incorporated by reference to Exhibit 10.9 to CoolSavings' Registration Statement on Form S-1, filed No. 333-94677) 10.11 Agreement of Sublease, dated June 30, 1998, between Insurance Company of North America and CoolSavings (incorporated by reference to Exhibit 10.10 to CoolSavings' Registration Statement on Form S-1, file no. 333-94677) 10.12 Lease Agreement, dated January 3, 2000, between 360 North Michigan Trust and CoolSavings (incorporated by reference to Exhibit 10.11 to CoolSavings' Registration Statement on Form S-1, file no. 333-94677) Exhibit No. Description ------- ----------- 10.13 Forbearance Letter Agreement dated June 14, 2001 between coolsavings.com, inc. and 360 North Michigan Trust (incorporated by reference to Exhibit 10.9 to CoolSavings' Quarterly Report on Form 10-Q for the period ending June 30, 2001) 10.14 Form of 8% Senior Subordinated Convertible Notes due March 1, 2006 ("8% Notes") (incorporated by reference to Exhibit 10.1 to CoolSavings' Quarterly Report on Form 10-Q for the period ending March 31, 2001) 10.15 Form of Warrant issued in connection with 8% Notes ("Warrants") (incorporated by reference to Exhibit 10.2 to CoolSavings' Quarterly Report on Form 10-Q for the period ending March 31, 2001) 10.16 Form of Letter confirming terms of investment in 8% Notes and Warrants. (incorporated by reference to Exhibit 10.3 to CoolSavings' Quarterly Report on Form 10-Q for the period ending March 31, 2001) 10.17 Amended and Restated Senior Secured Loan and Security Agreement, dated July 30, 2001, between coolsavings.com, inc. and Landmark Communications, Inc. (incorporated by reference to Exhibit 10.1 to the August 8-K) 10.18 First Amendment to Amended and Restated Senior Secured Loan and Security Agreement, dated September 25, 2001, between coolsavings.com, inc. and Landmark Communications, Inc. (incorporated by reference to Exhibit 10.8 to CoolSavings' Quarterly Report on Form 10-Q for the period ending September 30, 2001) 10.19 Commercial Demand Grid Note, dated July 30, 2001, between coolsavings.com, inc. and Landmark Communications, Inc. (incorporated by reference to Exhibit 10.2 to the August 8-K) 10.20 Voting Agreement between Landmark Communications, Inc., Landmark Ventures VII, LLC and certain coolsavings.com, inc. Stockholders dated July 30, 2001 (incorporated by reference to Exhibit 9.1 to the August 8-K) 10.21 Amended and Restated Commercial Demand Grid Note, dated September 28, 2001, between CoolSavings, Inc. and Landmark Communications, Inc. (incorporated by reference to Exhibit 10.9 to CoolSavings' Quarterly Report on Form 10-Q for the period ending September 30, 2001) 10.22* 2001 Stock Option Plan (incorporated by reference to Exhibit 10.3 to the August 8-K) 10.23 Form of Stockholders Agreement between CoolSavings, Inc., Landmark Ventures VII, LLC and certain Stockholders of coolsavings.com, inc. (incorporated by reference to Exhibit 10.4 to the August 8-K) 10.24* Severance Agreement dated July 29, 2001 between coolsavings.com, inc. and Steven M. Golden (incorporated by reference to Exhibit 10.12 to the CoolSavings' Quarterly Report on Form 10-Q for the period ended June 30, 2001) Exhibit No. Description ------- ----------- 10.25* Employment Agreement dated July 29, 2001 between coolsavings.com, inc. and Matthew M. Moog (incorporated by reference to Exhibit 10.13 to the CoolSavings' Quarterly Report on Form 10-Q for the period ended June 30, 2001) 10.26 Senior Secured Note dated July 30, 2001 between coolsavings.com, inc. and Landmark Communications, Inc. (incorporated by reference to Exhibit 10.36 to the CoolSavings' Annual Report on Form 10-K for the period ended December 31, 2001) 10.27 + Letter Agreement by and among Landmark Communications, Inc., Landmark Ventures VII, LLC and CoolSavings, Inc. dated November 12, 2001. 99.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. 99.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. ------------- + Previously filed as part of this Annual Report on Form 10-K. * Management contract or compensatory plan or arrangement required to be filed as an exhibit to the Annual Report on Form 10-K.