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Exhibit 9
NEITHER THIS WARRANT NOR ANY SHARES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER ANY STATE
SECURITIES LAWS. NEITHER THIS WARRANT NOR ANY SUCH SHARES MAY BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND STATE SECURITIES LAWS OR THE AVAILABILITY OF AN
EXEMPTION FROM SUCH REGISTRATION.
WARRANT NO. F-8 FOR THE PURCHASE OF 90,000 SHARES
LASERTECHNICS, INC.
COMMON STOCK PURCHASE WARRANT
THIS CERTIFIES THAT, for value received, Xxxxxxxxxx Partners L.P. or
its successors in interest, assigns or transferees (collectively, the "Warrant
Holder"), is entitled to purchase from Lasertechnics, Inc., a Delaware
corporation (the "Company"), 90,000 shares of the Company's Common Stock (as
defined in paragraph 9(a) hereof) (the "Warrant Shares") at the exercise price
of ONE DOLLAR ($1.00) per share ("Exercise Price"). The number of Warrant Shares
and the Exercise Price shall be adjusted and readjusted or changed from time to
time in accordance with paragraph 4 hereof.
This Warrant may be exercised at any time and from time to time on or
prior to July 14, 2002.
1. Exercise of Warrant.
The rights represented by this Warrant may be exercised by the Warrant
Holder, in whole or in part, by (a) delivering to the Company a duly executed
notice of exercise in the form of Annex A hereto and (b) delivering a check
payable to (or wire transfer to the account of) the Company in an amount equal
to the product of (x) the Exercise Price times (y) the number of Warrant Shares
as to which this Warrant is being exercised (such product, the "Total Exercise
Price"). This Warrant shall be deemed to have been exercised immediately prior
to the close of business on the date of delivery of a duly executed notice of
exercise, together with the amount payable upon exercise of this Warrant and, as
of such moment, (i) the rights of the Warrant Holder, as such, with respect to
the number of Warrant Shares as to which this Warrant is being exercised shall
cease, and (ii) such Warrant Holder shall be deemed to be the record holder of
the
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shares of Common Stock issuable upon such exercise. As soon as practicable after
the exercise, in whole or in part, of this Warrant, and in any event within 5
business days thereafter, the Company at its expense (including the payment by
it of any applicable issuance or stamp taxes) will cause to be issued in the
name of and delivered to the Warrant Holder, or as the Warrant Holder (upon
payment by the Warrant Holder of any applicable transfer taxes) may direct, a
certificate or certificates for the number of fully paid and nonassessable
shares of Common Stock to which the Warrant Holder shall be entitled upon such
exercise. In the event of partial exercise of this Warrant, the Warrant need not
be delivered to the Company provided that the Warrant Holder agrees to make a
notation of such partial exercise on the Warrant. If this Warrant is delivered
to the Company, the Company shall issue and deliver to the Warrant Holder a new
Warrant evidencing the rights to purchase the remaining Warrant Shares, which
new Warrant shall in all other respects be identical to this Warrant.
2. Investment Representation.
The Warrant Holder by accepting this Warrant represents that the
Warrant Holder is acquiring this Warrant for its own account or the account of
an affiliate for investment purposes and not with the view to any offering or
distribution and that the Warrant Holder will not sell or otherwise dispose of
this Warrant or the underlying Warrant Shares in violation of applicable
securities laws. The Warrant Holder acknowledges that, until such time as the
Warrant Shares are registered under the Act or resold pursuant to Rule 144
thereunder, the certificates representing any Warrant Shares will bear a legend
indicating that they have not been registered under the Act, and may not be sold
by the Warrant Holder except pursuant to an effective registration or pursuant
to an exemption from registration. The Warrant Holder shall be entitled to
include the Warrant Shares in any demand or piggyback registration to which the
Warrant Holder is entitled in respect of Common Stock held by it under the
Registration Rights Agreement dated as of July 29, 1996, among the Company, the
initial holder of this Warrant and the other parties thereto (the "Registration
Rights Agreement") (provided that such registration is on a form that permits
the resale of the Warrant Shares by the Warrant Holder to be registered
thereunder), to the same extent as if the Warrant Shares were included in the
definition of Registrable Securities set forth therein.
3. Validity of Warrant and Issue of Shares.
The Company represents and warrants that this Warrant has been duly
authorized and validly issued and warrants and agrees that all shares of Common
Stock that may be issued upon the exercise of the rights represented by this
Warrant will, when issued upon such exercise, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof. The Company further warrants and agrees that
dining the period within which the rights represented by this Warrant may be
exercised, the Company
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will at all times have authorized and reserved a sufficient number of shares of
Common Stock to provide for the exercise of the rights represented by this
Warrant.
4. Antidilution Provisions.
The terms of this Warrant shall be subject to adjustment as follows:
(a) In case the Company shall (i) pay a stock dividend or make a
distribution to holders of Common Stock in shares of its Common Stock, (ii)
subdivide its outstanding shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares, or (iv) issue by
reclassification of its shares of Common Stock any shares of capital stock of
the Company, (A) the Exercise Price shall be increased or decreased, as the case
may be, to an amount which shall bear the same relation to the Exercise Price in
effect immediately prior to such action as the total number of shares
outstanding immediately prior to such action shall bear to the total number of
shares outstanding immediately after such action and (B) this Warrant
automatically shall be adjusted so that it shall thereafter evidence the right
to purchase the kind and number of Warrant Shares or other securities which the
Warrant Holder would have been entitled to receive after such action if this
Warrant had been exercised immediately prior to such action or any record date
with respect thereto. An adjustment made pursuant to this subparagraph (a) shall
become effective retroactively immediately after the record date in the case of
a dividend or distribution of Common Stock and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification.
(b) In case the Company shall fix a record date for the making of a
distribution to all holders of Common Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing corporation) of (i) assets (other than cash dividends or cash
distributions payable out of consolidated net income or retained earnings or
dividends payable in Common Stock), (ii) evidences of indebtedness or other debt
or equity securities of the Company, or of any corporation other than the
Company (except for the Common Stock of the Company) or (iii) subscription
rights, options or warrants to purchase any of the foregoing assets or
securities, whether or not such rights, options or warrants are immediately
exercisable (hereinafter collectively called "Distributions on Common Stock"),
the Company shall make provisions for the Warrant Holder to receive upon
exercise of this Warrant, a proportional amount (depending upon the extent to
which this Warrant is exercised) of such assets, evidences of indebtedness,
securities or such other rights, as if such Warrant Holder had exercised this
Warrant on or before such record date.
(c) In case of any consolidation or merger of the Company with or into
another corporation or the sale of all or substantially all of the assets of the
Company to another corporation, this Warrant thereafter shall be exercisable for
the kind and amount of shares of stock
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or other securities or property to which a holder of the number of shares of
Common Stock of the Company deliverable upon exercise of this Warrant would have
been entitled upon such consolidation, merger or sale; and, in such case,
appropriate adjustment shall be made in the application of the provisions in
this paragraph 4, to the end that the provisions set forth in this paragraph 4
(including provisions with respect to changes in and adjustments of the exercise
price) shall thereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other securities or property thereafter
deliverable upon the exercise of this Warrant.
(d) Upon the occurrence of each adjustment or readjustment of the
exercise price or any change in the number of Warrant Shares or in the shares of
stock or other securities or property deliverable upon exercise of this Warrant
pursuant to this paragraph 4, the Company at its expense shall promptly compute
such adjustment or readjustment and change in accordance with the terms hereof
and furnish to each holder hereof a certificate signed by the chief financial
officer of the Company, setting forth such adjustment or readjustment and change
and showing in detail the facts upon which such adjustment or readjustment and
change is based. The Company shall, upon the written request at any time of the
Warrant Holder, furnish or cause to be furnished to such Holder, a similar
certificate setting forth (i) such adjustment or readjustment and change, (ii)
the Exercise Price then in effect, and (iii) the number of Warrant Shares and
the amount. if any, of other shares of stock and other securities and property
which would be received upon the exercise of the Warrant.
(e) The Company shall not be required upon the exercise of this Warrant
to issue any fraction of shares, but shall make any adjustment therefor by
rounding the number of shares obtainable upon exercise to the next highest whole
number of shares.
5. Transfer of Rights.
This Warrant is transferable in whole or in part, at the option of the
Warrant Holder upon delivery of the Warrant Assignment Form annexed as Annex B
hereto, duly executed. The Company shall execute and deliver a new Warrant or
Warrants in the form of this Warrant with appropriate changes to reflect the
issuance of subsequent Warrants, in the name of the assignee or assignees named
in such instrument of assignment and, if the Warrant Holder's entire interest is
not being transferred or assigned, in the name of the Warrant Holder, and this
Warrant shall promptly be canceled. Any transfer or exchange of this Warrant
shall be without charge to the Warrant Holder and any new Warrant or Warrants
issued shall be dated the date hereof. The term "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or for which it may
be exchanged. The Warrant Holder (and not the Company) will be responsible for
any stamp, transfer or other taxes payable on any such transfer.
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6. Lost, Mutilated or Missing Warrant.
Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and upon surrender and
cancellation of this Warrant, if mutilated, the Company shall execute and
deliver a new Warrant of like tenor, denomination and date.
7. Rights of Warrant Holder.
The Warrant Holder shall not, by virtue hereof, be entitled to any
voting or other rights of a shareholder of the Company, either at law or equity,
and the rights of the Warrant Holder are limited to those expressed in this
Warrant.
8. Successors.
All the provisions of this Warrant by or for the benefit of the Company
or the Warrant Holder shall bind and inure to the benefit of their respective
successors and assigns.
9. Miscellaneous.
(a) As used herein, the term "Common Stock" shall mean and include the
Company's currently authorized common stock, $.01 par value per share, and stock
of any other class or other consideration into which such currently authorized
Common Stock may hereafter have been changed.
(b) This Warrant shall be construed in accordance with and governed by
the laws of the State of Delaware.
(c) The caption headings used in this Warrant are for convenience of
reference only and shall not be construed in any way to affect the
interpretation of any provisions of this Warrant.
10. Notices.
Any notice pursuant to this Warrant shall be efficiently given if sent
by first-class mail, postage prepaid, or delivered by facsimile transmission,
addressed as follows:
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If to the Company, then to it at:
Lasertechnics, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Attention: Chief Financial Officer
Facsimile No.: (000) 000-0000
(or to such other address as the Company may have furnished in writing
to the Warrant Holder for this purpose); and
If to the Warrant Holder, then to it at such address as such
Warrant Holder may have furnished in writing to the Company for this purpose.
11. Securities Act Representation.
The initial holder of this Warrant, by taking and holder the same,
represents to the Company that such holder is acquiring this Warrant for
investment only and not with a view to the distribution thereof, except pursuant
to sales that are exempt from the registration requirements of the Securities
Act and/or sales registered under the Securities Act.
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IN WITNESS WHEREOF, the Company, intending to be legally bound hereby,
has caused this Warrant to be signed by its Vice President, and attested by its
Secretary or Assistant Secretary as of the 14th day of July, 1997.
IN WITNESS WHEREOF, the Company, intending to be legally bound hereby,
has caused this Warrant to be signed by its Vice President, and attested by its
Secretary or Assistant Secretary as of the_____day of______________, 1996.
LASERTECHNICS, INC.
By: /s/ E.A. Xxxx Xxxxxxxxx
--------------------------
Name: E.A. Xxxx Xxxxxxxxx
Title: Vice President
Attest:
/s/ E.A. Xxxx Xxxxxxxxx
--------------------------
Name: E.A. Xxxx Xxxxxxxxx
Title: Secretary
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ANNEX A
COMMON STOCK PURCHASE WARRANT
NOTICE OF EXERCISE
_________________, 19__
To: LASERTECHNICS, INC.
The undersigned, pursuant to the provisions set forth in Warrant No.___________,
hereby irrevocably elects and agrees to purchase___________________shares of the
Company's Common Stock covered by such Warrant, and makes payment herewith in
full therefor of the Total Exercise Price of $___________________.
The undersigned hereby represents that the undersigned is exercising such
Warrant for its own account or the account of an affiliate and will not sell or
otherwise dispose of the underlying Warrant Shares in violation of applicable
securities laws. If said number of shares is less than all of the shares
purchasable hereunder the undersigned requests that a new Warrant evidencing the
rights to purchase the remaining Warrant Shares (which new Warrant shall in all
other respects be identical to the Warrant exercised hereby) be registered in
the name of_____________whose address is:
____________________
____________________
____________________
Signature: _____________________
Printed Name: _____________________
Address: _____________________
_____________________
_____________________
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ANNEX B
ASSIGNMENT
FOR VALUE RECEIVED ___________________________ hereby sells, assigns
and transfers all of its rights as set forth in Warrant No. ___ with respect to
the shares of the Company's Common Stock covered thereby as set forth below
unto:
NAME OF ASSIGNEE(S) ADDRESS(ES) NO. OF SHARES
_____________________ _________________________ _____________
_____________________ _________________________ _____________
All notices to be given by the Company to the Warrant Holder pursuant
to paragraph 10 of Warrant No. ____________ shall be sent to the Assignee(s) at
the above stated address(es), and, if the number of shares being hereby assigned
is less than all of the shares covered by Warrant No. ___________, then also to
the undersigned.
The undersigned requests that the Company execute and deliver, if
necessary to comply with the provisions of paragraph 5 of Warrant No. ________,
a new Warrant or, if the number of shares being hereby assigned is less than all
of the shares covered by Warrant No. ________, new Warrants in the name of the
undersigned, the assignee and/or the assignees, as is appropriate.
Dated: _______________, 19__
Signature: _____________________
Printed Name: _____________________
Address: _____________________
_____________________
_____________________
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