EXHIBIT 10.55
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THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
THEREUNDER.
WARRANT TO PURCHASE
1,500,000 SHARES OF COMMON STOCK
OF
ANNIE'S HOMEGROWN, INC.
A DELAWARE CORPORATION
VOID AFTER November 30, 2004
WARRANT NO1
REGISTERED OWNER: HOMEGROWN HOLDINGS CORP.
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TABLE OF CONTENTS
PAGE
SECTION 1 EXERCISE OF WARRANT ...................................... 4
SECTION 2 RESERVATION OF COMMON STOCK............................... 4
SECTION 3 MERGERS, CONSOLIDATIONS, SALES............................ 4
SECTION 4 DISSOLUTION OR LIQUIDATION................................ 4
SECTION 5 NOTICE OF EXTRAORDINARY DIVIDEND.......................... 5
SECTION 6 FRACTIONAL SHARES......................................... 5
SECTION 7 FULLY PAID STOCK; TAXES................................... 5
SECTION 8 CLOSING OF TRANSFER BOOKS................................. 5
SECTION 9 DEFINITIONS............................................... 6
SECTION 10 LOST, STOLEN WARRANTS, ETC................................ 6
SECTION 11 WARRANT HOLDER NOT SHAREHOLDER............................ 6
SECTION 12 NOTICES................................................... 6
SECTION 13 SEVERABILITY.............................................. 7
SECTION 14 INDEX AND CAPTIONS........................................ 7
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THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF HEREOF HAVE NOT BEEN
REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
THEREUNDER.
Warrant No. 1 Date: November 30, 1999
WARRANT TO PURCHASE
1,500,000 SHARES OF COMMON STOCK
OF
ANNIE'S HOMEGROWN, INC.
THIS IS TO CERTIFY that, for value received and subject to the provisions
hereinafter set forth, HOMEGROWN HOLDINGS CORP., a Delaware corporation,
("HOLDINGS") or assigns, is entitled to purchase from ANNIE'S HOMEGROWN, INC., a
Delaware corporation (the "Corporation"), 1,500,000 shares of Common Stock of
the Corporation, on the terms and conditions hereinafter set forth.
The purchase price for each share of Common Stock to be issued to the holder of
this Warrant upon the exercise of this Warrant is $2.00 per share if the Warrant
is exercised before the third anniversary of the "Closing" as defined in Section
2.1 of the Investment and Stock Purchase Agreement between the Corporation and
HOLDINGS (the "Investment and Stock Purchase Agreement"), which definition is
incorporated herein by reference as though set forth in full; $2.50 during the
six months thereafter; $3.00 from then to the fourth anniversary of the Closing;
$3.50 for six months thereafter; and $4.00 per share from four and one-half
years after the Closing until expiration of the Warrants. In the event the net
sales of the Corporation for the fiscal year ended March 31, 2000 do not equal
or exceed $9,500,000 or the "adjusted net income" of the Corporation for that
fiscal year is not positive, the exercise price of the Warrants shall be reduced
by $.50 per share from each of the prices listed above. "Adjusted net income" is
defined on Exhibit "C" to the Investment and Stock Purchase Agreement, which
definition is incorporated herein by reference as though set forth in full.
This Warrant will be void unless exercised before the fifth anniversary of the
Closing (the "Expiration Date") and all rights granted under this Warrant shall
expire and lapse on the Expiration Date.
The terms which are capitalized herein shall have the meanings specified in
Section 9 unless the context shall otherwise require.
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SECTION 1. EXERCISE OF WARRANT.
Subject to the conditions hereinafter set forth, on or prior to the Expiration
Date, this Warrant may be exercised for all shares of Common Stock which may
then be purchased hereunder, or for any part of the shares of Common Stock which
may then be purchased hereunder. Upon any such exercise, the holder shall
surrender this Warrant (with the subscription form at the end hereof duly
executed) at the principal office of the Corporation. Payment for the shares
purchased by the holder pursuant to this Section shall be made in funds
immediately available at the Corporation's office, for the shares so purchased.
SECTION 2. RESERVATION OF COMMON STOCK.
The Corporation covenants and agrees that at all times it will have authorized,
and in reserve, a sufficient number of shares of its Common Stock to provide for
the exercise of the rights represented by this Warrant. Shares of Common Stock
issued pursuant to this Warrant will be "restricted securities" under the
Securities Act of 1933, as amended, and will be legended accordingly.
SECTION 3. MERGERS, CONSOLIDATIONS, SALES.
In the case of any consolidation or merger of the Corporation with another
entity, or the sale of all or substantially all of its assets to another entity,
or any reorganization or reclassification of the Common Stock or other equity
securities of the Corporation, then, as a condition of such consolidation,
merger, sale, reorganization or reclassification, lawful and adequate provision
shall be made whereby the holder of this Warrant shall thereafter have the right
to receive upon the basis and upon the terms and conditions specified herein and
in lieu of the shares of Common Stock immediately theretofore purchasable
hereunder such shares of stock, securities or assets as may (by virtue of such
consolidation, merger, sale, reorganization or reclassification) be issued or
payable with respect to or in exchange for a number of outstanding shares of
Common Stock equal to the number of shares of Common Stock immediately
theretofore so purchasable hereunder had such consolidation, merger, sale,
reorganization or reclassification not taken place. The Corporation shall not
effect any such consolidation, merger or sale, unless prior to or simultaneously
with the consummation thereof, the successor entity (if other than the
Corporation) resulting from such consolidation or merger or the entity
purchasing such assets shall assume by written instrument executed and mailed or
delivered to the holder of this Warrant, the obligation to deliver to such
holder such shares of stock, securities, cash or other assets as, in accordance
with the foregoing provisions, such holder may be entitled to receive.
SECTION 4. DISSOLUTION OR LIQUIDATION.
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In the event of any proposed distribution of the assets of the Corporation in
dissolution or liquidation except under circumstances when the foregoing Section
3 shall be applicable, the Corporation shall mail notice thereof to the holder
of this Warrant and shall make no distribution to shareholders until the
expiration of 30 days from the date of mailing of the aforesaid notice and, in
any such case, the holder of this Warrant may exercise the purchase rights with
respect to this Warrant within 30 days from the date of mailing such notice and
all rights herein granted not so exercised within such 30-day period shall
thereafter become null and void.
SECTION 5. NOTICE OF EXTRAORDINARY DIVIDENDS.
If the Board of Directors of the Corporation shall declare any dividend or other
distribution on its Common Stock except out of earned surplus or by way of a
stock dividend payable on its Common Stock, the Corporation shall mail notice
thereof to the holder of this Warrant not less than 30 days prior to the record
date fixed for determining shareholders entitled to participate in such dividend
or other distribution and the holder of this Warrant shall not participate in
such dividend or other distribution or be entitled to any rights on account or
as a result thereof unless and to the extent that this Warrant is exercised
prior to such record date. The provisions of this paragraph shall not apply to
distributions made in connection with transactions covered by Section 3.
SECTION 6. FRACTIONAL SHARES.
In the event that any exercise of this Warrant would result in the issuance by
the Corporation of a fractional share of Common Stock, the Corporation shall pay
to the holder of this Warrant upon such exercise an amount in cash equal to the
market price, as determined by the Corporation, of one whole share of the Common
Stock multiplied by such fractional share.
SECTION 7. FULLY PAID STOCK; TAXES.
The Corporation covenants and agrees that the shares of Common Stock to be
delivered on the exercise of the purchase rights herein provided for shall, at
the time of such delivery, be validly issued and be fully paid and
nonassessable. The Corporation further covenants and agrees that it will pay
when due and payable any and all Federal and State transfer, stamp, excise or
similar taxes which may be payable in respect of this Warrant or any Common
Stock upon the exercise of the purchase rights herein provided for pursuant to
the provisions hereof. The Corporation shall not, however, be required to pay
any tax which may be payable in respect of any transfer involved in the transfer
and delivery of Common Stock (and the certificates evidencing ownership thereof)
in any name other than that of the holder exercising this Warrant, and any such
tax shall be paid by such holder at the time of such transfer.
SECTION 8. CLOSING OF TRANSFER BOOKS.
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The right to exercise this Warrant shall not be suspended during any period that
the stock transfer books of the Corporation for its Common Stock may be closed.
The Corporation shall not be required, however, to deliver certificates of its
Common Stock upon such exercise while such books are duly closed for any
purpose, but the Corporation may postpone the delivery of the certificates for
such Common Stock until the opening of such books, and they shall, in such case,
be delivered promptly upon the opening thereof, or as soon as practicable
thereafter.
SECTION 9. DEFINITIONS.
In addition to the terms defined elsewhere in this Warrant, the following terms
have the following respective meanings:
The term "COMMON STOCK" as used herein shall include only Common Stock of the
Corporation, authorized at the date hereof or hereafter authorized and any class
of common stock issued in substitution therefor.
The term "WARRANTS" as used herein shall mean this and all warrants hereafter
issued in substitution for this Warrant.
SECTION 10. LOST, STOLEN WARRANTS, ETC.
In case this Warrant shall be mutilated, lost, stolen or destroyed, the
Corporation may issue a new Warrant of like date, tenor and denomination and
deliver the same in exchange and substitution for and upon surrender and
cancellation of the mutilated Warrant, or in lieu of the Warrant lost, stolen or
destroyed, upon receipt of evidence satisfactory to the Corporation of the loss,
theft or destruction of such Warrant, and upon receipt of indemnity satisfactory
to the Corporation.
SECTION 11. WARRANT HOLDER NOT SHAREHOLDER.
This Warrant does not confer upon the holder hereof any right to vote or to
consent or to receive notice as a shareholder of the Corporation, as such, in
respect of any matters whatsoever, or any other rights or liabilities as a
shareholder, prior to the exercise hereof as hereinbefore provided.
SECTION 12. NOTICES.
All communications provided for hereunder shall be in writing and, if to the
holder of this Warrant, delivered or mailed prepaid by registered or certified
mail or overnight air courier, or by facsimile communication, in each case
addressed to the holder hereof at such address as such holder may designate to
the Corporation in writing, and if to the Corporation, delivered or mailed by
registered or certified mail or overnight courier, or by facsimile
communication, to the Corporation at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attention: Chief Financial Officer, or to such other address as the Corporation
may designate to the holder hereof in writing; provided,
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however, that a notice to the holder by overnight air courier shall only be
effective if delivered to such holder at a street address designated for such
purpose in accordance with this Section, and a notice to such holder by
facsimile communication shall only be effective if made by confirmed
transmission to such holder at a telephone number designated for such purpose in
accordance with this Section and promptly followed by delivery of such notice by
registered or certified mail or overnight air courier, as set forth above. The
person in whose name any Warrant shall be registered shall be deemed and treated
as the owner and holder thereof for all purposes of this Warrant.
SECTION 13. SEVERABILITY.
Should any part of this Warrant for any reason be declared invalid, such
decision shall not affect the validity of any remaining portion, which remaining
portion shall remain in force and effect as if this Warrant had been executed
with the invalid portion thereof eliminated, and it is hereby declared the
intention of the parties hereto that they would have executed and accepted the
remaining portion of this Warrant without including therein any such part, parts
or portion which may, for any reason, be hereafter declared invalid.
SECTION 14. INDEX AND CAPTIONS.
The index and the descriptive headings of the various sections of this Warrant
are for convenience only and shall not affect the meaning or construction of the
provisions hereof.
IN WITNESS WHEREOF, ANNIE'S HOMEGROWN, INC., has caused this Warrant to be
signed by its President and its Treasurer and this Warrant to be dated November
30, 1999.
ANNIE'S HOMEGROWN, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇, Treasurer
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SUBSCRIPTION
ANNIE'S HOMEGROWN, INC.
The undersigned, ____________________, pursuant to the provisions of
the within Warrant, hereby elects to purchase _______________ Shares of Common
Stock of ANNIE'S HOMEGROWN, INC., a Delaware corporation, covered by the within
Warrant.
Signature_________________
Address___________________
Dated:____________________
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ASSIGNMENT
FOR VALUE RECEIVED__________________________ hereby sells, assigns and
transfers unto _____________________ the within Warrant and all rights evidenced
thereby and does irrevocably constitute and appoint _____________________,
attorney, to transfer the said Warrant on the books of the within-named
Corporation.
________________________________
Dated:____________________
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