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SEC Filings

424B1
DITECH HOLDING CORP filed this Form 424B1 on 09/16/1997
Entire Document
 
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REGISTRATION RIGHTS
 
     Pursuant to the Registration Rights Agreement to be filed as an exhibit to
the Registration Statement, the Company has granted the Principals certain
"demand" and "piggyback" registration rights with respect to the Common Stock
that they will acquire.
 
     Pursuant to the Registration Rights Agreement, Principals who do not own
less than 30% of the Registrable Securities (as defined therein) may request,
(i) on any one occasion on or after January 1, 1998, that the Company file one
registration on Form S-11 or other form (including Form S-3) that may be
available, at the Company's expense, with respect to up to 100,000 of the
Registrable Shares of the Principals to pay tax on the gains they must recognize
upon contributing the HCP Preferred to HCHI for shares of Common Stock and (ii)
on any two occasions on or after one year after the closing of the Offering,
that the Company file a shelf registration on Form S-3 with respect to the
number of Registrable Shares requested by the Principals, with the Company
paying all registration expenses in connection with the first such shelf
registration and the Principals paying all registration expenses in connection
with the second such shelf registration. In addition, in the event that the
Company proposes to register any of its Securities under the Securities Act,
whether for its own account or otherwise, the Principals are entitled to notice
of such registration and are entitled to include their Registrable Shares,
subject to certain conditions and limitations.
 
                     CERTAIN PROVISIONS OF MARYLAND LAW AND
                      OF THE COMPANY'S CHARTER AND BYLAWS
 
     The following summary of certain provisions of the MGCL and of the charter
and the bylaws of the Company does not purport to be complete and is subject to
and qualified in its entirety by reference to Maryland law and the charter and
the bylaws of the Company, copies of which will be filed as exhibits to the
Registration Statement of which this Prospectus is a part. See "Additional
Information."
 
REMOVAL OF DIRECTORS
 
     The charter provides that a director may be removed at any time but only by
the affirmative vote of at least a majority of the votes entitled to be cast in
the election of directors.
 
BUSINESS COMBINATIONS
 
     Under the MGCL, certain "business combinations" (including a merger,
consolidation, share exchange or, in certain circumstances, as asset transfer or
issuance or reclassification of equity securities) between a Maryland
corporation and any person who beneficially owns 10% or more of the outstanding
voting stock of the corporation's shares or an affiliate of the corporation who,
at any time within the two-year period prior to the date in question was the
beneficial owner of 10% or more of the voting power of the then outstanding
voting stock of the corporation (an "Interested Stockholder") or an affiliate of
such an Interested Stockholder are prohibited for five years after the most
recent date on which the Interested Stockholder becomes an Interested
Stockholder. Thereafter, any such business combination must be recommended by
the board of directors of such corporation and approved by the affirmative vote
of at least (a) 80% of the votes entitled to be cast by holders of voting stock
of the corporation and (b) 66 2/3% of the votes entitled to be cast by holders
of voting stock other than shares held by the Interested Stockholder with whom
(or with whose affiliate) the business combination is to be effected, unless,
among other conditions, the corporation's common stockholders receive a minimum
price (as defined in the MGCL) for their shares and their consideration is
received in cash or in the same form as previously paid by the Interested
Stockholder for its shares. These provisions of Maryland law do not apply,
however, to business combinations that are approved or exempted by the board of
directors of the corporation prior to the time that the Interested Stockholder
becomes an Interested Stockholder.
 
CONTROL SHARE ACQUISITIONS
 
     The MGCL provides that "control shares" of a Maryland corporation acquired
in a "control share acquisition" have no voting rights except to the extent
approved by a vote of two-thirds of the votes entitled to be cast on the matter,
excluding shares of stock owned by the acquirer, by officers or by directors who
are
 
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