AMENDMENT AND WAIVER AGREEMENT

 

                                                                   EXHIBIT 10.15

                         AMENDMENT AND WAIVER AGREEMENT

     This AMENDMENT AND WAIVER AGREEMENT is made and entered into this 28th day
of July, 1996 by and among TALX Corporation, a Missouri corporation (the
"Company"), Intech Group, Inc., a Missouri corporation ("Intech"), Intech
Partners, L.P., a Missouri limited partnership ("Intech Partners"), MiTek
Industries, Inc., a Florida corporation ("MiTek"), Gateway Venture Partners II,
L.P., a Delaware limited partnership ("Gateway"), Zinsmeyer Trusts Partnership
("Zinsmeyer"), and the Missouri State Employee's Retirement System ("MoSERS")
(collectively, Intech, Intech Partners, MiTek, Gateway, Zinsmeyer, and MoSERS)
are the "Rights Holders" and, with the Company, are the "Parties").

                                    RECITALS

     WHEREAS the Company, Intech and Intech Partners are parties to that certain
Registration Rights Agreement, dated as of March 15, 1994, pursuant to which the
Company granted to Intech and Intech Partners certain registration rights in
connection with the Purchasers becoming the beneficial owners of shares of
Common Stock, par value $0.0625 of the Company (the "1994 Agreement"); and

     WHEREAS the Boards of Directors of the Company and Intech have approved an
Agreement and Plan of Merger (the "1996 Merger Agreement") pursuant to which
Intech will merge with and into the Company and the separate existence of Intech
will cease; and

     WHEREAS, pursuant to the 1996 Merger Agreement, current shareholders of
Intech (the "New TALX Shareholders") will become the beneficial owners of shares
of Common Stock of the Company; and

     WHEREAS Intech and the Company desire to provide the New TALX Shareholders
with the same registration rights provided to Intech in the 1994 Agreement; and

     WHEREAS the Company (then known as Interface Technology, Inc.), MiTek,
Gateway, Intech, MoSERS (as assignee of Missouri Venture Partners, L.P. II
("MVP")) and Zinsmeyer are parties to that certain 1988 Amended and Restated
Preferred Stock Purchase Agreement, dated December 23, 1988, pursuant to which
the Company granted to MiTek, Gateway, Intech, MoSERS (as assignee of MVP) and
Zinsmeyer certain registration rights in connection with the purchase by these
parties of shares of the Company's Series A Convertible Preferred Stock (the
"1988 Agreement"); and

     WHEREAS the Company, MiTek, Intech, Gateway and Zinsmeyer entered into that
certain 1990 Securities Purchase Agreement, dated November 28, 1990, pursuant to
which the Company granted to MiTek, Intech, Gateway and Zinsmeyer certain
registration rights in connection with these parties purchasing shares of the
Company's Series B Convertible Preferred Stock and warrants to purchase shares
of the Company's Series C Convertible Preferred Stock (the "1990 Agreement");
and

     WHEREAS Intech Partners is considering the distribution of shares of Common
Stock of the Company to its partners; and

     WHEREAS the Company is preparing to effect a Reverse Stock Split,
amendments to and restatement of its Articles of Incorporation, amendments to
its Bylaws, adoption of an Amended and Restated 1994 Stock Option Plan, adoption
of a 1996 Employee Stock Purchase Plan and adoption of an Outside Directors
Stock Option Plan (the "TALX Proposals"), all as described in the Notice of
Annual Meeting of the Company dated July 15, 1996; and

     WHEREAS the Company is currently considering an initial public offering of
its Common Stock (the "IPO") which could potentially trigger the registration
rights of the Rights Holders.

     NOW, THEREFORE, in consideration of the premises and mutual covenants and
obligations hereinafter set forth, and intending to be legally bound hereby, the
Parties hereby agree as follows:

     1. The Rights Holders hereby waive any registration rights which each Right
Holder may have under any of the Agreements (the "Registration Rights") to the
extent such Registration Rights pertain to, or would be triggered by, the
Company's proposed IPO and/or any actions of the Company related to the IPO.

     2. The Rights Holders hereby waive any notice rights which each Right
Holder may have under any of the Agreements (the "Notice Rights") to the extent
that such Notice Rights pertain to, or would be triggered by the Company's
proposed IPO or the TALX Proposals or any transactions contemplated thereby
including, without limitation, the proposed merger of Intech with and into the
Company, the Reverse Stock Split or the adoption of or performance under,
including the grant of stock options or sale of shares pursuant to, the Amended
and Restated 1994 Stock Option Plan, the 1996 Employee Stock Purchase Plan or
the Outside Directors' Stock Option Plan.

     3. The Rights Holders who are parties to the 1988 Agreement hereby waive
their right as set forth in Section 8.12 of such agreement to prevent the
Company from issuing or otherwise agreeing to sell any shares of Common Stock of
the Company without the written consent of such Rights Holders as are set forth
in Section 8.12 with respect to the proposed IPO, the 1996 Merger Agreement, the
TALX Proposals and the transactions contemplated thereby.

     4. The 1994 Agreement is hereby amended pursuant to the amendment
provisions of Section 13 of such agreement by adding the following Section 11.A:

          "11.A Notwithstanding any provision in this Agreement to the
          contrary, in the event of a merger between the Company and
          Intech pursuant to which Intech would merge with and into
          the Company, with the Company as the surviving entity, the
          Registration Rights held by Intech pursuant to this
          Agreement shall be deemed assigned to the shareholders of
          Intech who, pursuant to such merger, become shareholders of
          the Company, and in the event of a distribution of shares of
          the Company by Intech Partners to its partners, the
          Registration Rights held by Intech Partners pursuant to this
          Agreement shall be deemed assigned to the partners who,
          pursuant to such distribution, become shareholders of the
          Company (in each case, the "New TALX Shareholders"). The
          shares of the Company acquired by the New TALX shareholders
          pursuant to any such merger or distribution shall be deemed
          "Registrable Securities" and the New TALX Shareholders shall
          be deemed "Holders" for purposes of defining the
          Registration Rights of the New TALX Shareholders under the
          terms of this Agreement. In the event of such a merger or
          distribution, the requirement in the first paragraph of this
          Section 11 that an assignee of Registration Rights must
          acquire at least 52,000 shares of Common Stock shall be
          waived."

     5. Except as provided in this Amendment and Waiver Agreement, the
Registration Rights deemed assigned to the New TALX Shareholders pursuant to
this Amendment and Waiver Agreement shall be subject to all the terms and
conditions contained in the 1994 Agreement, including, but not limited to, the
termination provisions provided in Section 14 of such agreement.

     6. The 1988 Agreement is hereby amended pursuant to the amendment
provisions of Section 11.8 of such agreement by adding the following 
Section 7.17:

          "7.17 Notwithstanding any provision in this Agreement to the
          contrary, in the event of a merger between the Company and
          Intech pursuant to which Intech would merge with and into
          the Company, with the Company as the surviving entity, the
          Registration Rights held by Intech pursuant to this
          Agreement shall be deemed transferred and assigned to the
          shareholders of Intech who, pursuant to such merger, become
          shareholders of the Company (the "New TALX Shareholders").
          The shares of the Company acquired by the New TALX
          shareholders pursuant to any such merger shall be deemed
          "Registrable Securities" and the New TALX Shareholders shall
          be deemed "Holders" for purposes of defining the
          Registration Rights of the New TALX Shareholders under the
          terms of this Agreement. In such event, the requirement in
          Section 17.5 that an assignee of Registration Rights must
          acquire at least 52,000 shares of Common Stock shall be
          waived."

     7. The 1988 Agreement is hereby amended pursuant to the amendment
provisions of Section 11.8 of such agreement by adding the following
Section 7.18:

          "7.18 If the number of shares of Registrable Securities
          owned by a Holder represents less than one percent (1%) of
          the total number of shares of Common Stock then outstanding,
          then such Holder's Registration Rights relating to such
          Registrable Securities shall terminate on the date such
          Holder is able to dispose of all of its shares of
          Registrable Securities in any 90-day period pursuant to Rule
          144.

     8. The terms of paragraphs 7.17 and 7.18 as added by this Amendment and
Waiver Agreement shall apply when determining the Registration Rights granted
under the 1990 Agreement.

     9. The Rights Holders who are parties to the 1990 Agreement hereby waive
any right of first refusal or right of co-sale which such Rights Holders may
have under Article VIII of the 1990 Agreement and which may be triggered by the
Company's proposed IPO, the 1996 Merger Agreement, the TALX Proposals and the
transactions contemplated thereby.

     10. In the event the proposed IPO does not become effective within twelve
months of the date hereof, all waivers of registration rights related to the IPO
pursuant to this Agreement shall be null and void.

     11. This Amendment and Waiver Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, and said
counterparts shall be deemed to be one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and
Waiver Agreement as of the 28th day of July, 1996.

                                        TALX CORPORATION

                                        BY:
                                            ------------------------------------
                                        NAME:  
                                               ---------------------------------
                                        TITLE: 
                                               ---------------------------------

                                        INTECH GROUP, INC.

                                        BY:
                                            ------------------------------------
                                        NAME:  
                                               ---------------------------------
                                        TITLE: 
                                               ---------------------------------

                                        INTECH PARTNERS, L.P.

                                        BY:
                                            ------------------------------------
                                        NAME:  
                                               ---------------------------------
                                        TITLE: 
                                               ---------------------------------

                                        MiTek Industries, Inc.

                                        BY:
                                            ------------------------------------
                                        NAME:  
                                               ---------------------------------
                                        TITLE: 
                                               ---------------------------------

                                        Gateway Venture Partners II., L.P.

                                        BY:
                                            ------------------------------------
                                        NAME:  
                                               ---------------------------------
                                        TITLE: 
                                               ---------------------------------

                                        Missouri State Employee's Retirement
                                        System

                                        BY:
                                            ------------------------------------
                                        NAME:  
                                               ---------------------------------
                                        TITLE: 
                                               ---------------------------------

                                        Zinsmeyer Trusts Partnership

                                        BY:
                                            ------------------------------------
                                        NAME:  
                                               ---------------------------------
                                        TITLE: 
                                               --------------------------------- 

Basic Info X:

Name: AMENDMENT AND WAIVER AGREEMENT
Type: Waiver
Date: Aug. 28, 1996
Company: TALX CORP
State: Missouri

Other info:

Date:

  • March 15 , 1994
  • December 23 , 1988
  • November 28 , 1990
  • July 15 , 1996
  • 28th day of July , 1996

Organization:

  • Intech Group , Inc.
  • MiTek Industries , Inc.
  • Interface Technology , Inc.
  • Missouri Venture Partners
  • Company 's Series B Convertible Preferred Stock
  • Common Stock of the Company
  • Reverse Stock Split
  • Gateway Venture Partners II.
  • Missouri State Employee

Location:

  • Missouri
  • Florida
  • Delaware
  • L.P.

Money:

  • $ 0.0625

Person:

  • Zinsmeyer

Percent:

  • one percent 1 %