As previously disclosed, a
complaint was filed on October 1, 2004, in the United States District Court for the Eastern District of Texas against Rewards Network Inc. by Source, Inc. The complaint claimed that the Company infringed four patents owned by Source, Inc. The
Company made a counterclaim for trademark infringement against Source, Inc. On April 26, 2006, the Company entered into a Settlement Agreement with Source, Inc. settling the disputes between the parties. As part of the Settlement Agreement,
Source, Inc. will discontinue using “Rewards Network” and the parties will enter into a nonexclusive license agreement pursuant to which the Company will obtain a license from Source Inc. to practice the inventions under the subject
patents for a payment of $1,000, consisting of an initial payment of $800 and payments of $100 on each of the first two anniversaries of the date of the Settlement Agreement.
Item 5.
Other Information
On May 8, 2006, the Company
entered into a First Amendment (“Amendment”) to the lease, dated May 5, 2003, for the Company’s principal executive offices located at Two North Riverside Plaza, Chicago, Illinois with Equity Office Properties Management Corp.,
as agent for Two North Riverside Plaza Joint Venture Limited Partnership, an Illinois limited partnership, sole beneficiary of LaSalle National Trust, N.A., successor trustee under Trust Agreement dated June 26, 1969 and known as Trust
No. 39712. The Amendment extends the term of the lease to April 20, 2011, increases the rentable square feet from 14,324 to 24,665 and increases the base rental rate to $39 per month, with future increases in base rent as provided in the
Amendment. This summary is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.6.
Restated Certificate of Incorporation of Rewards Network Inc. is incorporated herein by reference to Exhibit 4.1 to Rewards Network Inc.’s Registration Statement on Form S-3 (File No.
333-111390), filed on December 19, 2003.
3.2
By-Laws of Rewards Network Inc., as amended, are incorporated herein by reference to Exhibit 3.2 to Rewards Network Inc.’s Annual Report on Form 10-K (File No. 001-13806), filed on March
12, 2004.
4.1
Letter Agreement, dated as of June 12, 2002, between iDine Rewards Network Inc. and Samstock, L.L.C. is incorporated herein by reference to Exhibit 4.11 to Amendment No. 1 to iDine Rewards
Network Inc.’s Annual Report on Form 10-K (File No. 001-13806), filed on October 7, 2003.
4.2
Second Amended and Restated Investment Agreement, dated as of June 30, 1999, among Transmedia Network Inc., Samstock, L.L.C., EGI-Transmedia Investors, L.L.C. and Robert M. Steiner, as
trustee, is incorporated herein by reference to Exhibit 4.3 to Amendment No. 1 to Transmedia Network Inc.’s Registration Statement on Form S-2 (File No. 333-84947), filed on October 5, 1999.
4.3
Amendment, dated February 5, 2003, to the Second Amended and Restated Investment Agreement, dated as of June 30, 1999, among iDine Rewards Network Inc., Samstock, L.L.C., and the former
members and distributees of EGI-Transmedia Investors, L.L.C., is incorporated herein by reference to Exhibit 4.13 to Amendment No. 1 to iDine Rewards Network Inc.’s Annual Report on Form 10-K (File No. 001-13806), filed on October 7,
2003.
4.4
Indenture, dated as of October 15, 2003, as amended and restated as of February 4, 2004, between Rewards Network Inc. and LaSalle Bank National Association is incorporated herein by reference
to Exhibit 4.15 to Rewards Network Inc’s Annual Report on Form 10-K (File No. 001-13806), filed on March 12, 2004.
4.5
Registration Rights Agreement, dated October 8, 2003, between iDine Rewards Network Inc. and Credit Suisse First Boston LLC is incorporated herein by reference to Exhibit 4.18 to iDine
Rewards Network Inc.’s Quarterly Report on Form 10-Q (File No. 001-13806), filed on November 14, 2003.
10.1
2006 Incentive Compensation Plan is incorporated herein by reference to Exhibit 10.1 to Rewards Network Inc.’s Current Report on Form 8-K (File No. 001-13806), filed on January 25,
2005.
10.2
Form of Restricted Stock Unit Award Agreement is incorporated herein by reference to Exhibit 10.2 to Rewards Network Inc.’s Current Report on Form 8-K (File No. 001-13806), filed on
February 28, 2006.
10.3
Rewards Network Inc. Severance Plan is incorporated herein by reference to Exhibit 10.34 to Rewards Network Inc.’s Annual Report on Form 10-K (File No. 001-13806), filed on March 15,
2006.
10.4
Amendment to Agreement, dated as of March 13, 2006, by and between Rewards Network Services Inc. and American Express Travel Related Services Company, Inc. is incorporated herein by reference
to Exhibit 10.39 to Rewards Network Inc.’s Annual Report on Form 10-K (File No.
001-13806), filed on March 15, 2006.
10.5
Second Amended and Restated Agreement, dated as of March 13, 2006, by and between Rewards Network Services Inc. and Upromise, Inc. is incorporated herein by reference to Exhibit 10.40 to
Rewards Network Inc.’s Annual Report on Form 10-K (File No. 001-13806), filed on March 15, 2006.
10.6*
First Amendment, dated May 8, 2006, between Rewards Network Inc. and Equity Office Properties Management Corp., as agent for Two North Riverside Plaza Joint Venture Limited Partnership,
an Illinois limited partnership, sole beneficiary of LaSalle National Trust, N.A., successor trustee under Trust Agreement dated June 26, 1969 and known as Trust No. 39712.
31.1*
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2*
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1*
Section 1350 Certification of Chief Executive Officer
32.2*
Section 1350 Certification of Chief Financial Officer
Next Section
Previous Section