-----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, FnzDIobKE+QEoKmPWvti3+okffmSzEYZXycriMSVgODLylaXAYb5Hq8YcSBwB6mi mKav6zBnPH+hYMf+G2Y3UA== 0001144204-07-024389.txt : 20070511 0001144204-07-024389.hdr.sgml : 20070511 20070511124219 ACCESSION NUMBER: 0001144204-07-024389 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070511 DATE AS OF CHANGE: 20070511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAKOTA GROWERS PASTA CO INC CENTRAL INDEX KEY: 0001166347 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 450423511 STATE OF INCORPORATION: ND FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79971 FILM NUMBER: 07841080 BUSINESS ADDRESS: STREET 1: ONE PASTA AVENUE CITY: CARRINGTON STATE: ND ZIP: 58421 BUSINESS PHONE: 7016522855 MAIL ADDRESS: STREET 1: ONE PASTA AVENUE CITY: CARRINGTON STATE: ND ZIP: 58421 FORMER COMPANY: FORMER CONFORMED NAME: DAKOTA GROWERS PASTA CO DATE OF NAME CHANGE: 20020709 FORMER COMPANY: FORMER CONFORMED NAME: DAKOTA GROWERS RESTRUCTURING CO INC DATE OF NAME CHANGE: 20020131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MVC CAPITAL, INC. CENTRAL INDEX KEY: 0001099941 IRS NUMBER: 943346760 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: RIVERVIEW AT PURCHASE STREET 2: 287 BOWMAN AVENUE, 3RD FLOOR CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-701-0310 MAIL ADDRESS: STREET 1: RIVERVIEW AT PURCHASE STREET 2: 287 BOWMAN AVENUE, 3RD FLOOR CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: MEVC DRAPER FISHER JURVETSON FUND I INC DATE OF NAME CHANGE: 19991207 FORMER COMPANY: FORMER CONFORMED NAME: MEVC DRAPER FISHER JURVETSON FUND I INC DATE OF NAME CHANGE: 19991207 SC 13D/A 1 v074460_sc13d-a.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) Dakota Growers Pasta Company, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock (Par Value $0.01 Per Share) - -------------------------------------------------------------------------------- (Title of Class of Securities) 23422P106 - -------------------------------------------------------------------------------- (CUSIP Number) Michael Tokarz Chairman MVC Capital, Inc. 287 Bowman Avenue, 2nd Floor Purchase, NY 10577 (914) 701-0310 With a copy to: John L. Eisel, Esq. Wildman, Harrold, Allen & Dixon 225 West Wacker Drive, Suite 2800 Chicago, Illinois 60606-1229 (312) 201-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 9, 2007 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. (Continued on following pages) (Page 1 of 9 pages) - -------------------------------------------------------------------------------- CUSIP No. 23422P106 13D Page 2 of 9 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MVC Capital, Inc. I.R.S. Identification No. 94-3346760 - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- (7) SOLE VOTING POWER 1,016,195 ---------------------------------------------- (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED 0 BY EACH REPORTING ---------------------------------------------- PERSON WITH (9) SOLE DISPOSITIVE POWER 1,016,195 ---------------------------------------------- (10) SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,016,195 - -------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.97% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (See Instructions) IV - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 23422P106 13D Page 3 of 9 - -------------------------------------------------------------------------------- Item 1. Security and Issuer This Amendment No. 2 amends and supplements the initial statement on Schedule 13D filed August 6, 2004 (the "Original Schedule 13D") by MVC Capital, Inc., a Delaware corporation ("MVC") as amended by Amendement No. 1 filed by MVC April 14, 2006 with respect to the Common Stock, Par Value $0.01 Per Share (the "Common Stock") of Dakota Growers Pasta Company, Inc., a North Dakota corporation (the "Issuer"). All capitalized terms used but not defined herein have the meanings ascribed them in the Original Schedule 13D. The Issuer's principal executive offices are located at One Pasta Avenue, Carrington, North Dakota 58421. Item 2. Identity and Background Item 2 of the Original Schedule 13D is deleted and replaced with the following: This Schedule 13D is being filed by MVC Capital, Inc., a Delaware corporation, hereafter referred to as the "Reporting Person" or "MVC." MVC's principal executive offices are located at 287 Bowman Avenue, 2nd Floor, Purchase, New York 10577. MVC is a closed-end investment company registered as a business development company that seeks to provide long-term debt and equity investment capital to fund growth, acquisitions and recapitalizations of companies in a variety of industries. The following table sets forth the name, address, citizenship and present principal occupation or employment of each executive officer and director of MVC (collectively the "Covered Persons").
Current Business or Present Principal Name Residence Address Citizenship Occupation or Employment - --------------------------------------------------------------------------------------------------------------------------- Michael T. Tokarz MVC Capital, Inc. USA Director, Chairman and Portfolio 287 Bowman Avenue, 2nd Floor Manager Purchase, NY 10577 - --------------------------------------------------------------------------------------------------------------------------- Bruce W. Shewmaker MVC Capital, Inc. USA Managing Director 287 Bowman Avenue, 2nd Floor Purchase, NY 10577 - --------------------------------------------------------------------------------------------------------------------------- Peter Seidenberg MVC Capital, Inc. USA Chief Financial Officer 287 Bowman Avenue, 2nd Floor Purchase, NY 10577 - --------------------------------------------------------------------------------------------------------------------------- Scott Schuenke MVC Capital, Inc. USA Chief Compliance Officer 287 Bowman Avenue, 2nd Floor Purchase, NY 10577 - --------------------------------------------------------------------------------------------------------------------------- Jaclyn Shapiro MVC Capital, Inc. USA Vice President and Secretary 287 Bowman Avenue, 2nd Floor Purchase, NY 10577 - ---------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- CUSIP No. 23422P106 13D Page 4 of 9 - --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------- Emilio A. Dominianni MVC Capital, Inc. USA Retired Partner of, and Special 287 Bowman Avenue, 2nd Floor Counsel to Coudert Brothers LLP; Purchase, NY 10577 Consultant to Air Liquide America Corp. - ---------------------------------------------------------------------------------------------------------------------------- Gerald Hellerman MVC Capital, Inc. USA Principal of Hellerman Associates; 287 Bowman Avenue, 2nd Floor President, CFO and CCC of The Mexico Equity Purchase, NY 10577 and Income Fund, Inc.; Director and President of Innovative Clinical Solutions, Ltd.; Director of FNC Realty Corporation; Director of Brantley Capital Corporation; Director of the Old Mutual 2100 fund complex (consisting of six funds) - ---------------------------------------------------------------------------------------------------------------------------- Warren E. Holtsberg MVC Capital, Inc. Director; Co-head of Portfolio Management 287 Bowman Avenue, 2nd Floor of the Tokarz Group Advisers LLC, the Purchase, NY 10577 investment advisor of MVC - ---------------------------------------------------------------------------------------------------------------------------- Robert C. Knapp Millenco, L.P. USA Managing Director of Ironside 666 Fifth Avenue, 8th Floor Partners LLC New York, NY 10103 - ---------------------------------------------------------------------------------------------------------------------------- William E. Taylor MVC Capital, Inc. USA Certified Public Accountant 287 Bowman Avenue, 2nd Floor Purchase, NY 10577 - ----------------------------------------------------------------------------------------------------------------------------
During the last five years, neither MVC nor, to the best knowledge of MVC, any of the Covered Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been 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. Item 3 of the Original Schedule 13D is supplemented with the following: On May 8, 2007, MVC acquired 65,000 shares of the Series F Convertible Preferred Stock of the Issuer (the "Series F Preferred Stock"), by converting 65,000 shares of the Common Stock into 65,000 shares of the Series F Preferred Stock, for no consideration, pursuant to MVC's right to convert shares of the Common Stock into an equal number of shares of the Series F Preferred Stock under the terms of the Stock Purchase Agreement dated as of February 9, 2007, among the Issuer, MVC and La Bella Holdings, LLC (the "2007 Stock Purchase Agreement"). On May 9, 2007, pursuant to the terms of the 2007 Stock Purchase Agreement, MVC acquired 1,000,000 shares of the Series F Preferred Stock. The total amount of funds used by MVC to acquire such shares of the Series F Preferred Stock was $10,000,000. The funds used were corporate funds of MVC. - -------------------------------------------------------------------------------- CUSIP No. 23422P106 13D Page 5 of 9 - -------------------------------------------------------------------------------- Item 4. Purpose of the Transaction. Item 4 of the Original Schedule 13D is deleted and replaced with the following: MVC purchased the shares of Common Stock and Series F Preferred Stock based on its belief that such securities represent an attractive investment opportunity. In addition, MVC's purchase of the Series F Preferred Stock was to help fund the Issuer's repurchase of tendered Common Stock on May 11, 2007 in connection with a tender offer by the Issuer. Consistent with its investment purpose, MVC may engage in communications with one or more officers, directors, representatives or shareholders of the Issuer regarding the Issuer, including but not limited to its operations and its business, financial, and strategic plans. MVC may discuss ideas that, if effected, may result in one or more of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. Pursuant to the Stock Purchase Agreement dated July 30, 2004 between the Issuer and MVC (the "2004 Stock Purchase Agreement"), the Issuer agreed to appoint one designee of MVC to serve on its board of directors, so long as MVC beneficially owns 50% or more of the Common Stock acquired by MVC pursuant to the 2004 Stock Purchase Agreement. MVC has named Michael T. Tokarz, the Chairman and Portfolio Manager of MVC, as its designee. In addition, so long as MVC beneficially owns 50% or more of the Common Stock acquired by MVC pursuant to the 2004 Stock Purchase Agreement, a representative designated by MVC may attend, as an observer, all meetings of the Issuer's board of directors and is entitled to receive all written materials in connection with such meetings. Concurrently with MVC's initial investment in the Issuer pursuant to the 2004 Stock Purchase Agreement, the Issuer and MVC Financial Services, Inc., a wholly-owned subsidiary of MVC ("MVC Financial"), entered into a written consulting agreement, pursuant to which MVC Financial provides certain advisory and consulting services to the Issuer. As compensation for such services, MVC Financial receives an annual consulting fee of $75,000 and is reimbursed by the Issuer for all reasonable out-of-pocket expenses. Except as disclosed in this Item 4, MVC does not have any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. MVC expects to evaluate on an ongoing basis, subsequent developments affecting the Issuer, the Issuer's financial condition, business operations and prospects, conditions in the securities market generally, general economic and industry conditions, other investment and business opportunities available to MVC and other factors. Accordingly, MVC reserves the right to change its plans and intentions at any time, as it deems appropriate, and to consider and take various possible alternative courses of action with respect to the Issuer as it considers desirable in light of the circumstances then prevailing, including those which may result in one or more of the events set forth in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. In particular, MVC may, subject to the restrictions contained in the securities laws, at any time and from time to time acquire additional shares of the Common Stock or Series F Preferred Stock, or securities convertible or exchangeable for the Common Stock or Series F Preferred Stock, in public or private transactions, and/or dispose of shares of the Common Stock or Series F Preferred Stock or other securities of the Issuer, in public or private transactions. Any such transactions may be effected at any time and from time to time, and on such terms as MVC may deem advisable. - -------------------------------------------------------------------------------- CUSIP No. 23422P106 13D Page 6 of 9 - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. Item 5 of the Original Schedule 13D is deleted and replaced with the following: The information set forth, or incorporated by reference, in Items 4 and 6 is hereby incorporated by reference. (a) As of May 11, 2007, MVC owned 1,016,195 shares of Common Stock, constituting approximately 9.97% of the shares of Common Stock outstanding. The aggregate percentage of the Common Stock reported owned by MVC is based upon 10,189,932 shares of Common Stock outstanding as of the close of business on May 11, 2007 (based on information provided to MVC by the Issuer). (b) MVC has the sole power to vote the Common Stock and the sole power to dispose or to direct the disposition of the Common Stock reported for it in this Schedule 13D. (c) On May 8, 2007, MVC converted 65,000 shares of the Common Stock owned by it into 65,000 shares of the Series F Preferred Stock. This conversion was effected pursuant to MVC's right under the 2007 Stock Purchase Agreement to convert, at any time and from time to time, any number of the shares of Common Stock owned by it into an equal number of shares of the Series F Preferred Stock, for no consideration. Except for the foregoing, no other transactions in the Common Stock were effected during the past sixty days by MVC or the Covered Persons. (d) No other person is known by MVC to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by MVC or any Covered Person. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Original Schedule 13D is deleted and replaced with the following: Pursuant to the 2007 Stock Purchase Agreement, MVC has the right to convert, at any time and from time to time, any number of the shares of Common Stock held by it into an equal number of shares of the Series F Preferred Stock, for no consideration. - -------------------------------------------------------------------------------- CUSIP No. 23422P106 13D Page 7 of 9 - -------------------------------------------------------------------------------- Pursuant to the terms of the Certificate of Designation of the Series F Preferred Stock (the "Certificate of Designation"), which was filed with the Secretary of State of North Dakota on May 3, 2007 under the terms of the 2007 Stock Purchase Agreement, each holder of Series F Preferred Stock has the right, exercisable at any time upon 65 days' written notice to the Issuer to convert any number of shares of the Series F Preferred Stock into an equal number of shares of the Common Stock. In addition, the Certificate of Designation provides that each holder of Series F Preferred Stock has the option of converting the holder's shares of the Series F Preferred Stock into an equal number of shares of the Common Stock upon (i) a "Change of Control," as defined in the Certificate of Designation, (ii) any transaction, however structured, pursuant to which the holder substantially exits its equity investment in the Issuer, or (iii) any default by the Issuer under any material agreement. The Series F Preferred Stock does not carry the right to vote. Except with respect to the foregoing rights related to conversion and with respect to voting rights, the rights of the Series F Preferred Stock are identical to those of the Common Stock. Pursuant to the 2004 Stock Purchase Agreement, as long as MVC beneficially owns at least 50% of the shares of the Common Stock purchased thereunder, MVC has a first right to fund all or any portion of any additional non-convertible subordinated debt that the Issuer may propose to issue, subject to certain existing rights and arrangements. Pursuant to the 2007 Stock Purchase Agreement, each of MVC and La Bella Holdings, LLC ("LBH") has the right to fund its pro rata share of any additional convertible debt or equity funding that the Issuer may propose to issue, subject to certain existing rights and arrangements, so long as it beneficially owns at least 50% of the shares of the Common Stock or Series F Preferred Stock purchased by it under the 2007 Stock Purchase Agreement. "Pro rata share" means the quotient obtained by dividing the number of shares of Common Stock or Series F Preferred Stock held by MVC or LBH, respectively, by the aggregate number of shares of Common Stock and Series F Preferred Stock held by both MVC and LBH. In connection with the 2004 Stock Purchase Agreement, the Issuer and MVC entered into a Registration Rights Agreement dated July 30, 2004 (the "2004 Registration Rights Agreement"), pursuant to which the Issuer agreed, among other things, to (i) file, as soon as practicable following the closing of the investment in the Common Stock, a Registration Statement (the "2004 Registration Statement") with the SEC to register resales under the Securities Act of 1933 of the Common Stock, (ii) use its best efforts to cause the 2004 Registration Statement to become effective as soon as practicable (and in no event later than 3 months) after such filing, and (iii) use its reasonable best efforts to cause the 2004 Registration Statement to remain continuously effective until the earlier of (1) the date on which all shares of Common Stock purchased by MVC have been resold under the 2004 Registration Statement, and (2) the date on which all such shares may be resold without restriction or limitation. The 2004 Registration Rights Agreement provided that all fees and expenses of such registration would be borne by the Issuer and that MVC would be entitled to customary indemnification from the Issuer against certain liabilities. - -------------------------------------------------------------------------------- CUSIP No. 23422P106 13D Page 8 of 9 - -------------------------------------------------------------------------------- In connection with the 2007 Stock Purchase Agreement, the Issuer and MVC entered into a Registration Rights Agreement dated May 9, 2007 (the "2007 Registration Rights Agreement") pursuant to which the Issuer agreed, among other things, to (i) file, as soon as practicable upon the receipt of notice from MVC, a Registration Statement (the "Second Registration Statement") with the SEC to register resales under the Securities Act of 1933 of MVC's Series F Preferred Stock or securities issued as a dividend or other distribution with respect to, or in exchange for or in replacement of MVC's Series F Preferred Stock, (ii) use its best efforts to cause the Second Registration Statement to become effective as soon as practicable (and in no event later than 3 months) after such filing, and (iii) use its reasonable best efforts to cause the Second Registration Statement to remain continuously effective until the earlier of (1) the date on which all shares of Series F Preferred Stock purchased by MVC have been resold under the Second Registration Statement, and (2) the date on which all of MVC's Series F Preferred Stock or securities issued as a dividend or other distribution with respect to, or in exchange for or in replacement of MVC's Series F Preferred Stock, may be resold without restriction or limitation. The 2007 Registration Rights Agreement provides that all fees and expenses of such registration will be borne by the Issuer and that MVC will be entitled to customary indemnification from the Issuer against certain liabilities. The foregoing summaries of MVC's rights under the 2004 Stock Purchase Agreement, the 2007 Stock Purchase Agreement, the 2004 Registration Rights Agreement and the 2007 Registration Rights Agreement are qualified in their entirety by reference to such documents, copies of which are included as exhibits hereto and incorporated herein by reference. The foregoing summary of MVC's rights under the Certificate of Designation is qualified in its entirety by reference to the form of the Certificate of Designation that is included as Exhibit A to the 2007 Stock Purchase Agreement. The information set forth, or incorporated by reference, in Items 4 and 5 is also hereby incorporated by reference. Except as described in this Schedule 13D, neither MVC nor, to the best knowledge of MVC, any Covered Persons, presently has any other material contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer. Item 7. Material to be filed as Exhibits. Items 7 of the Original Schedule 13D is supplemented with the following: Exhibit 4 Stock Purchase Agreement, dated as of February 9, 2007, among the Issuer, MVC and LBH (filed as Exhibit 10.1 to the Issuer's Form 8-K filed on February 15, 2007, and incorporated herein by this reference) Exhibit 5 Registration Rights Agreement, dated as of May 9, 2007, between the Issuer and MVC - -------------------------------------------------------------------------------- CUSIP No. 23422P106 13D Page 9 of 9 - -------------------------------------------------------------------------------- SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 11, 2007 MVC Capital, Inc. /s/ Michael T. Tokarz -------------------------- Name: Michael T. Tokarz Title: Chairman EX-99.5 2 v074460_ex5.txt EXHIBIT 5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of May 9, 2007, by and between DAKOTA GROWERS PASTA COMPANY, INC., a North Dakota corporation (the "Company"), and MVC CAPITAL, INC. (the "Purchaser"). This Agreement is made pursuant to the Stock Purchase Agreement, dated as of February 9, 2007 (the "Stock Purchase Agreement"), by and between the Company, Purchaser and La Bella Holdings, LLC, pursuant to which the Company is issuing and selling 1,000,000 shares of its Series F Convertible Preferred Stock, par value $.01 per share (the "Shares") to Purchaser. The Shares are being offered and sold to Purchaser without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D, promulgated under the Securities Act. In order to induce Purchaser to enter into the Stock Purchase Agreement, the Company has agreed to provide to Purchaser (and their direct and indirect permitted transferees, if any) the registration rights set forth in this Agreement with respect to the resale of the Shares. The execution and delivery of this Agreement is a condition to the Closing under the Stock Purchase Agreement. Capitalized terms used but not defined herein shall have the meaning provided in the Stock Purchase Agreement. In consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: SECTION 1 Registration Rights 1.1. Filing of Form S-3 Resale Registration Statement. For so long as Purchaser or an assignee of Purchaser owns any of the Shares, and in its reasonable judgment determines that there is a public market on which it could efficiently sell Registrable Securities (as hereinafter defined) if they were registered pursuant to the Securities Act, Purchaser (or any such assignee) shall have the right to require the Company to prepare and file with the Securities and Exchange Commission (the "SEC" or the "Commission") a registration statement in accordance with the terms of this Agreement. Purchaser may exercise such right by providing the Company with written notice requesting that the Company file a registration statement as required by this Agreement. As soon as practicable following its receipt of such notice, the Company shall file with the SEC a registration statement on Form S-3 pursuant to Rule 415 under the Securities Act (together with any exhibits, amendments or supplements thereto, and any documents incorporated by reference therein, the "Registration Statement"), with respect to the resale of the Shares, and any securities of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the Shares. The securities described in the preceding sentence are collectively referred to herein as the "Registrable Securities". 1.2. Effectiveness of Registration Statement. The Company shall, subject to Section 6 hereof, use its best efforts to cause the Registration Statement to become effective as soon as practicable and in no event later than three (3) months after the date of filing of the Registration Statement, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective from the date such Registration Statement becomes effective until the earlier of (i) the date on which all Shares have been resold under such Registration Statement and (ii) the date on which all Registrable Securities may be resold without restriction or limitation. The obligations under this Section 1.2 will not apply to any delay or complication caused in whole or in part by Purchaser. 1.3. Supplements; Amendments. Subject to Section 6 hereof, the Company shall supplement or amend the Registration Statement, (i) as required by Form S-3, including, without limitation, the instructions applicable to Form S-3, or by the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations promulgated under the Securities Act or the Exchange Act, respectively, and (ii) to include in the Registration Statement any additional securities that become Registrable Securities by operation of the definition thereof. The Company shall furnish to the holders of the Registrable Securities, or their permitted transferees, as appropriate (collectively, the "Holders"), to which the Registration Statement relates copies of any such supplement or amendment sufficiently in advance (but in no event less than five (5) business days in advance) of its use and/or filing with the Commission to allow the Holders a meaningful opportunity to comment thereon with respect to the information contained therein regarding the Holders and any plan for resale of the Registrable Securities. The Holders acknowledge or shall acknowledge that they have supplied the information regarding themselves and their plan of resale in the Registration Statement within five (5) business days prior to the filing of the Registration Statement and hereby waive or shall waive any notice of the initial filing of the Registration Statement, and such Holders and their successors and assigns shall promptly notify the Company of any changes in such information. SECTION 2 Expenses The Company shall pay all expenses, fees and costs incurred in connection with the preparation, filing, distribution and effectiveness of the Registration Statement and any supplements or amendments thereto, whether or not the Registration Statement becomes effective, and whether all, none or some of the Registrable Securities are sold pursuant to the Registration Statement, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, fees and state securities, or "blue sky," fees and expenses, and the expense of any special audits incident to or required by, or in connection with the filing and effectiveness of the Registration Statement. In addition, the Company shall pay all fees and disbursements of one counsel for the Holders in connection with the preparation, filing, distribution and effectiveness of the Registration Statement and any supplements or amendments thereto, whether or not the Registration Statement becomes effective, and whether all, none or some of the Registrable Securities are sold pursuant to the Registration Statement. The Holders shall pay all underwriting fees and discounts, selling commissions, brokerage fees and stock transfer taxes applicable to the Registrable Securities sold by such Holder and the fees and expenses of any counsel of theirs in addition to the counsel for the Holders whose fees and disbursements are to be paid by the Company. SECTION 3 Registration Procedures 3.1. Registration. The Company will, from time to time, advise the Holders as to the status of the preparation, filing and effectiveness of the Registration Statement and, at the Company's expense, will do the following: 2 (a) furnish to each Holder a copy of the Registration Statement (including all exhibits thereto) and any prospectus forming a part thereof and any amendments and supplements thereto (including all documents incorporated or deemed incorporated by reference therein prior to the effectiveness of the Registration Statement and including each preliminary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, which documents, other than documents incorporated or deemed incorporated by reference, will be subject to the review of the Holders and any such underwriter for a period of at least three (3) business days, and the Company shall not file the Registration Statement or such prospectus or any amendment or supplement to the Registration Statement or prospectus if any Holder shall reasonably object within three (3) business days after the receipt thereof. A Holder shall be deemed to have reasonably objected to such filing only if the Registration Statement, amendment, prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission with respect to such Holder or its plan of resale; (b) furnish to each Holder one conformed copy of the Registration Statement and of each amendment and supplement thereto (in each case including all exhibits) and such number of copies of the prospectus forming a part of the Registration Statement (including each preliminary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, including, without limitation, documents incorporated or deemed to be incorporated by reference prior to the effectiveness of such Registration Statement, as each of the Holders or any such underwriter, from time to time may reasonably request; (c) to the extent practicable, promptly upon the filing of any document that is to be incorporated by reference into the Registration Statement or prospectus forming a part thereof subsequent to the effectiveness thereof, and in any event no later than five (5) business days after such document is filed with the Commission, provide copies of such document to the Holders, if requested, and make representatives of the Company available for discussion of such document and other customary due diligence matters; and provide promptly to the Holders upon request any document filed by the Company with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act; (d) make available at reasonable times for inspection by the Holders, and any attorney, accountant, financial adviser or other representative (collectively, "Representatives") retained by the Holders, subject to the recipient's prior written agreement to keep such information confidential and not use or disclose it, all financial and other records, pertinent corporate documents and properties of the Company and cause the officers, directors and employees of the Company to supply all information reasonably requested by the Holders or their respective Representatives in connection with the preparation, filing and effectiveness of the Registration Statement; (e) use its commercially reasonable best efforts (i) to register or qualify all Registrable Securities covered by the Registration Statement under state securities, or "blue sky," laws of such States of the United States of America where required and where an exemption is not available and as the Holders of Registrable Securities covered by the Registration Statement shall reasonably request, (ii) to keep such registration or qualification in effect for so long as the Registration Statement is required to be effective hereunder, and (iii) to take any other action which may be reasonably necessary or advisable to enable the Holders to consummate the disposition of the securities to be sold by the Holders in such jurisdictions, consistent with the plan of distribution described in the prospectus included in the Registration Statement, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where it is not so qualified, or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; 3 (f) use its commercially reasonable best efforts to cause all Registrable Securities covered by the Registration Statement to be registered or qualified with or approved by all other applicable Governmental Authorities as may be necessary, in the opinion of counsel to the Company and counsel to the Holders of Registrable Securities, to enable the Holders thereof the consummate the disposition of such Registrable Securities; (g) subject to Section 6 hereof, promptly notify each Holder of Registrable Securities covered by the Registration Statement (i) upon discovery that, or upon the occurrence of any event as a result of which, the prospectus forming a part of the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of proceedings for that purpose, (iii) of any request by the Commission for (A) amendments to the Registration Statement or any document incorporated or deemed to be incorporated by reference in the Registration Statement, or (B) supplements to the prospectus forming a part of the Registration Statement, or (C) additional information, or (iv) of the receipt by the Company of any notification with respect to the suspension of the registration, qualification or exemption from registration or qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and at the request of any such Holder promptly prepare and file an amendment to the Registration Statement or a supplement to the prospectus as the Company may deem necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and furnish to each Holder a reasonable number of copies of such supplement to, or amendment of, such registration statement and prospectus, and, in the event of a stop order, use its commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any the registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction; (h) if reasonably requested by any Holder or if required by law or SEC or other applicable rule or regulation, promptly incorporate in the Registration Statement such appropriate information as the Holder may reasonably request to have included therein by filing a Form 8-K, or filing a supplement to the prospectus, to reflect any change in the information regarding the Holder, and make all required filings with the Commission in respect of any offer or sale of Registrable Securities or any amendment or supplement to the Registration Statement or related prospectus; (i) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first full calendar month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder and to provide promptly to the Holders upon request any document filed by the Company with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act; and 4 (j) use its commercially reasonable best efforts to cause all Registrable Securities included in the Registration Statement to be eligible for trading in any over-the-counter market or trading system in which securities of the same class are then traded. SECTION 4 Indemnification 4.1. Indemnification by the Company. The Company will indemnify: (a) each of the Holders, as applicable, (b) each of the Holder's officers, directors, members and partners, and (c) each individual, partnership, joint stock company, corporation, trust, unincorporated organization, government agency or political subdivision (each of the foregoing, a "Person") controlling each of the Holders within the meaning of SEC Rule 405 under the Securities Act, with respect to the Registration Statement, against all expenses, claims, losses, damages and liabilities (or actions, investigations or proceedings in respect thereof) (collectively, a "Claim") arising out of or based on any actual or alleged untrue statement of a material fact, or any omission of a material fact required to be stated therein or necessary in order to make the statements included therein not misleading, contained in the Registration Statement, any prospectus or other offering document (including any related registration statement, notification or the like) incident to the registration, qualification or compliance, or any violation by the Company of the Securities Act or the Exchange Act or any other laws or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each of the Holders, each of its officers, directors, members and partners, and each Person controlling each of the Holders, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such Claim; provided, however, that the Company will not be liable in any such case to the extent that any such Claim (i) arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by the Holders or their Representatives and stated to be specifically for use therein, or (ii) is finally judicially determined to have resulted primarily from the gross negligence or willful misconduct of any person or entity set forth in subsections (a) through (c) above. 4.2. Indemnification by the Holders. Each of the Holders will, if Registrable Securities held by it are included in the securities as to which such Registration Statement is being effected, indemnify the Company, each of its directors and officers, and each Person who "controls" the Company within the meaning of SEC Rule 405 under the Securities Act, against all Claims arising out of or based on any actual or alleged untrue statement of a material fact, or any omission or a material fact required to be stated therein or necessary in order to make the statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; provided, however, that the indemnity obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statement; and provided, further, that the only information that a Holder will be required to furnish to the Company for use in any Registration Statement or prospectus relating to the Registrable Securities, or in any amendment, supplement or preliminary materials associated therewith will be statements specifically relating to (a) the beneficial ownership of Company securities by such Holder and its affiliates and (b) the name and address of such Holder. In no event shall a Holder be jointly liable with any other Holder as a result of its indemnification obligations. 5 4.3. Procedures. Each party entitled to indemnification under this Agreement (each, an "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim. 4.4. Contribution. If the indemnification provided for in this Agreement is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any Claim, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in such Claim, as well as any other relevant equitable considerations; provided, however, that the Company will not be liable in any such case to the extent that any such Claim (i) arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by the Holders or their Representatives and stated to be specifically for use therein, or (ii) is finally judicially determined to have resulted primarily from the gross negligence or willful misconduct of any person or entity set forth in Section 4.1(a)-(c) above. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue (or alleged untrue) statement of a material fact or the omission (or alleged omission) to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, and provided that each Holder shall not be required to contribute more than the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statement. Notwithstanding anything to the contrary set forth herein, no party shall be liable for contribution under this Section 4.4 except to the extent and under such circumstances as such party would have been liable for indemnification under Section 4.2 hereof if such indemnification were enforceable under applicable law. 6 SECTION 5 Plan of Distribution; Information Regarding the Holders Each of the Holders agrees that the plan of distribution included in any prospectus relating to the Registrable Securities shall be as set forth on Schedule A-1 hereto and that such Holder will not resell any Registrable Securities pursuant to the Registration Statement in any manner other than as provided therein or herein. Each Holder represents, warrants and covenants to the Company that the information regarding such Holder that appears in the Stock Purchase Agreement and/or Schedule A-2 is accurate and complete in all material respects consistent with Commission Regulation S-K, Items 507 and 508. The Purchaser will confirm promptly by delivery of a signed copy of Schedule A-2, the sale of any Shares pursuant to Rule 144 or the Registration Statement. SECTION 6 Holdback; Postponement Notwithstanding the other provisions of this Agreement, if (a) there is material non-public information regarding the Company which the Company's Board of Directors reasonably and in good faith determines not to be in the Company's best interest to disclose and which the Company is not otherwise required to disclose, or (b) there is a extraordinary business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar extraordinary transaction not in the ordinary course of business) available to the Company which the Company's Board of Directors reasonably and in good faith determines not to be in the Company's best interest to disclose, then the Company may (upon not less than two trading days prior written notice by same day delivery of fax or hand delivery) postpone or suspend filing or effectiveness of a registration statement for a period not to exceed 90 days, provided that the Company may not postpone or suspend filing or effectiveness of a registration statement for more than 180 days in the aggregate during any 365-day period and there shall be an aggregate of not more than two (2) suspensions during any 365-day period; provided, however that no postponement or suspension shall be permitted for consecutive 90 day periods arising out of the same set of facts, circumstances or transactions. SECTION 7 Rule 144 Reporting, Etc. 7.1. SEC Reporting Compliance. (a) With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration, through the second anniversary of this Agreement, the Company will: 7 (i) make and keep "current public information" regarding the Company available, as defined in Commission Rule 144(c) under the Securities Act; (ii) use its commercially reasonable best efforts to file with the Commission in a timely manner all SEC Reports and other filings and documents required of the Company under the Securities Act and the Exchange Act and otherwise; and (iii) so long as a Holder owns any Registrable Securities, furnish the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements under the Securities Act and the Exchange Act, including compliance with SEC Rule 144(c), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in the possession of, or reasonably obtainable by, the Company as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration. (b) The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instruction to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3. 7.2. Stock Purchase Agreement Covenants. The Company will comply with its covenants under Section 4 of the Stock Purchase Agreement, which are incorporated herein by this reference. SECTION 8 Miscellaneous 8.1. Assignment. The registration rights set forth herein may be assigned, in whole or in part, to any transferee of Registrable Securities permitted in accordance with the Stock Purchase Agreement, which transferee, upon registration on the Company's or its transfer agent's books and records as a holder of record of Registrable Securities, shall be considered thereafter to be a Holder (provided that any transferee who is not an affiliate of Purchaser shall be a Holder only with respect to such Registrable Securities so acquired and any stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, such Registrable Securities) and shall be bound by all obligations and limitations of this Agreement and the Stock Purchase Agreement. 8.2. Section Headings. The titles and headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof. 8.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 8.4. Notices. (a) All communications under this Agreement shall be in writing and shall be delivered by facsimile, by hand, by reliable overnight delivery service such as UPS or FedEx or by registered or certified mail, postage prepaid: 8 (i) if to the Company, to Dakota Growers Pasta Company, Inc. One Pasta Avenue, Carrington, N.D. 58421, Attention: Timothy J. Dodd, Facsimile: (701) 652-3713, or at such other address as it may have furnished in writing to Purchaser; (ii) if to Purchaser, at MVC Capital, Inc., 287 Bowman Avenue, 3rd Floor, Purchase, New York 10577, Attention: Shivani Khurana, Facsimile: (914) 701-0315, or at such other addresses as may have been furnished the Company in writing. (b) Any notice so addressed shall be deemed to be given (i) if delivered by hand, on the date of such delivery, (ii) if sent by reliable overnight delivery service such as UPS or FedEx, on the first business day following the date of delivery to such service for overnight delivery, (iii) if delivered by facsimile, on the date of such facsimile, or (iv) if mailed by registered or certified mail, on the third business day after the date of such mailing. 8.5. Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties. No other person is intended to or shall have any rights or remedies hereunder, whether as a third part beneficiary or otherwise. 8.6. Counterparts. This Agreement may be executed in one or more identical counterparts, each of which shall be deemed an original and all of which shall be one and the same agreement. Any signature that is delivered by facsimile signature page shall be valid and binding, with the same force and effect as if an original, manually signed counterpart. 8.7. Remedies. Each Holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 8.8. Severability. In the event that any provision contained herein is unenforceable, the remaining provisions shall continue in full force and effect. 8.9. Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Holders, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any provision hereof, or of any similar breach or default thereafter occurring; nor shall any wavier of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by a Holder of any breach or default under this Agreement, or any waiver by a Holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in the writing, and that all remedies, either under this Agreement, or by law or otherwise afforded to a Holder, shall be cumulative and not alternative. 8.10. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 9 8.11. Entire Agreement; Amendment. This Agreement and the Stock Purchase Agreement and the other documents contemplated therein constitute the entire understanding and agreement of the parties with respect to the subject matter hereof and supersede all prior understandings, written or otherwise, among such parties. This Agreement may be amended only in a writing signed by the Company and the Holders of a majority of the then outstanding Registrable Securities. IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the day and year first set forth above. Dakota Growers Pasta Company, Inc. By: /s/ Edward O. Irion ------------------------- Name: Edward O. Irion Title: Chief Financial Officer MVC Capital, Inc. By: /s/ Michael T. Tokarz ------------------------ Name: Michael T. Tokarz Title: Chairman -----END PRIVACY-ENHANCED MESSAGE-----