EXHIBIT 10.8
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WARRANT
FOR
SHARES OF COMMON STOCK
OF
FIELDWORKS, INC.
For value received, Network General Corporation, a Delaware
corporation or its successors or assigns ("Investor"), is entitled to subscribe
for and purchase from Fieldworks, Incorporated, a Minnesota corporation (the
"Company"), up to Twenty-Four Thousand (24,000) fully paid and nonassessable
shares of the Company's common stock, or such greater or lesser number of such
shares as may be determined by application of the anti-dilution provisions of
this warrant, at the price of Ten Dollars ($10.00) per share, subject to
adjustments as noted below (the "warrant exercise price").
This warrant may be exercised by Investor at any time or from time to
time on or prior to _________________, 2001.
This warrant is subject to the following provisions, terms and
conditions:
1. The rights represented by this warrant may be exercised by the
holder hereof, in whole or in part, by written notice of exercise delivered to
the Company at least twenty (20) days prior to the intended date of exercise and
by the surrender of this warrant (properly endorsed if required) at the
principal office of the Company and upon payment to it by cash, certified check
or bank draft of the purchase price for such shares. The shares so purchased
shall be deemed to be issued as of the close of business on the date on which
this warrant has been exercised by payment to the Company of the warrant
exercise price. Certificates for the shares of stock so purchased, bearing the
restrictive legend set forth at the end of this warrant, shall be delivered to
the holder within fifteen (15) days after the rights represented by this warrant
shall have been so exercised, and, unless this warrant has expired, a new
warrant representing the number of shares, if any, with respect to which this
warrant has not been exercised shall also be delivered to the holder hereof
within such time. No fractional shares shall be issued upon the exercise of
this warrant.
2. The Company covenants and agrees that all shares that may be
issued upon the exercise of the rights represented by this warrant shall, upon
issuance, be duly authorized and issued, fully paid and nonassessable shares.
The Company further covenants and agrees that during the period within which the
rights represented by this warrant may be exercised, the Company will at all
times have authorized, and reserved for the purpose of issue or transfer upon
exercise of the subscription rights evidenced by this warrant, a sufficient
number of shares of its common stock to provide for the exercise of the rights
represented by this warrant.
3. The warrant exercise price shall be subject to adjustment from
time to time as hereinafter provided in this section 3.
(a) If the Company at any time following the conversion of the series
of Preferred Stock (the "Preferred Stock") purchased by Investor from the
Company pursuant to that certain Stock Purchase Agreement, dated
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, 1996 (the "Stock Purchase Agreement") into shares of Common Stock divides the
outstanding shares of its common stock into a greater number of shares (whether
pursuant to a stock split, stock dividend or otherwise), and conversely, if the
outstanding shares of its common stock are combined into a smaller number of
shares, the warrant exercise price in effect immediately prior to such division
or combination shall be proportionately adjusted to reflect the reduction or
increase in the value of each such common share.
(b) If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's common
stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the holder of
this warrant shall have the right to purchase and receive upon the basis and
upon the terms and conditions specified in this warrant and in lieu of the
shares of the common stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented hereby, such shares
of stock, other securities or assets as would have been issued or delivered to
the holder of this warrant if it had exercised this warrant and had received
such shares of common stock prior to such reorganization, reclassification,
consolidation, merger or sale. The Company shall not effect any such
consolidation, merger or sale, unless prior to the consummation thereof the
successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets shall assume
by written instrument executed and mailed to the registered holder of this
warrant at the last address of such holder appearing on the books of the
Company, the obligation to deliver to such holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to purchase.
(c) If when the Preferred Stock is converted into Common Stock and
such conversion results in conversion into a greater number of shares of Common
Stock than 300,000 shares, pursuant to the application of the anti-dilution
provisions granted to Investor pursuant to the Stock Purchase Agreement and any
exhibits thereof, then the warrant exercise price and number of shares subject
to the warrant shall be appropriately adjusted such that the number of shares
subject to
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this warrant shall be equal to eight percent (8%) of the shares of Common Stock
issued or issuable upon such conversion.
(d) Upon each adjustment of the warrant exercise price, the holder of
this warrant shall thereafter be entitled to purchase, at the warrant exercise
price resulting from such adjustment, the number of shares obtained by
multiplying the warrant exercise price in effect immediately prior to such
adjustment by the number of shares purchasable pursuant hereto immediately prior
to such adjustment and dividing the product thereof by the warrant exercise
price resulting from such adjustment.
(e) Upon any adjustment of the warrant exercise price, the Company
shall give written notice thereof, by first class mail, postage prepaid,
addressed to the registered holder of this warrant at the address of such holder
as shown on the books of the Company, which notice shall state the warrant
exercise price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of this
warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.
4. This warrant shall not entitle the holder hereof to any voting
rights or other rights as a shareholder of the Company.
5. The holder of this warrant, by acceptance hereof, agrees to give
written notice to the Company before transferring this warrant or transferring
any shares of the Company's common stock issuable or issued upon the exercise of
this warrant of the holder's intention to do so, describing briefly the manner
of any proposed transfer of this warrant or such holder's intention as to the
shares of common stock issuable upon the exercise hereof or the intended
disposition to be made of shares of common stock upon such exercise. Promptly
upon receiving such written notice, the Company shall present copies thereof to
counsel for the Company. If, in the opinion of such counsel, the proposed
transfer of this warrant or disposition of shares may be effected without
registration or qualification (under any federal or state law) of this warrant
or the shares of common stock issuable or issued upon the exercise hereof, the
Company, as promptly as practicable, shall notify such holder of such opinion,
whereupon such holder shall be entitled to transfer this warrant, or to exercise
this warrant in accordance with its terms and dispose of the shares received
upon such exercise or to dispose of shares of common stock received upon the
previous exercise of this warrant, all in accordance with the terms of the
notice delivered by such holder to the Company, provided that an appropriate
legend in substantially the form set forth at the end of this warrant respecting
the foregoing restrictions on transfer and disposition may be endorsed on this
warrant or the certificates for such shares.
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6. Subject to the provisions of section 5, this warrant and all
rights hereunder are transferable, in whole or in part, at the principal office
of the Company by the holder hereof in person or by duly authorized attorney,
upon surrender of this warrant properly endorsed to any person or entity who
represents in writing that he/it is acquiring the warrant for investment and
without any view to the sale or other distribution thereof. Each holder of this
warrant, by taking or holding the same, consents and agrees that the bearer of
this warrant, when endorsed, may be treated by the Company and all other persons
dealing with this warrant as the absolute owner hereof for any purpose and as
the person entitled to exercise the rights represented by this warrant, or to
the transfer hereof on the books of the Company, any notice to the contrary
notwithstanding; but until such transfer on such books, the Company may treat
the registered owner hereof as the owner for all purposes.
7. Neither this warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought.
IN WITNESS WHEREOF, the Company has caused this warrant to be signed
and delivered by a duly authorized officer as of the _________ day of
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,1996.
FIELDWORKS, INCORPORATED
By _____________________________
Xxxx X. Xxxxxx, President
RESTRICTION ON TRANSFER
The security evidenced hereby has not been registered under the
Securities Act of 1933 or any state securities laws and may not be sold,
transferred, assigned, offered, pledged or otherwise distributed for value
unless there is an effective registration statement under such act or laws
covering such security or the Company receives an opinion of counsel for the
holder of this security (concurred in by counsel for the Company) stating that
such sale, transfer, assignment, pledge or distribution is exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933
and all applicable state securities laws.
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WARRANT EXERCISE
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(To be signed only upon exercise of warrant)
The undersigned, the holder of the foregoing warrant, hereby
irrevocably elects to exercise the purchase right represented by such warrant
for, and to purchase thereunder, _____________ of the shares of common stock of
________________________________, to which such warrant relates and herewith
makes payment of $___________ therefor in cash or by check and requests that the
certificates for such shares be issued in the name of, and be delivered to
__________________, whose address is set forth below the signature of the
undersigned.
Dated: _____________________
_________________________________
_________________________________
_________________________________
(Name and Address of Transferee)
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WARRANT ASSIGNMENT
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(To be signed only upon transfer of warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto __________________ the purchase right represented by the
foregoing warrant to purchase the shares of common stock of
_____________________________ , to which such warrant relates and appoints
_____________________________ attorney to transfer such purchase right on the
books of ________________________ , with full power of substitution in the
premises.
Dated: _____________________
__________________________________
__________________________________
__________________________________
(Name and Address of Transferee)
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