Exhibit 4.7
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE, TRANSFER,
PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A REGISTRATION UNDER
SAID ACT OR (ii) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE
AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THAT EFFECT REASONABLY
SATISFACTORY TO IT.
IMATRON INC.
COMMON STOCK PURCHASE WARRANT
This Warrant Expires January 28, 2002
Warrant No. 97-[____] Shares: [Number of shares]
THIS CERTIFIES that, subject to the terms and conditions herein set forth, [Name
of Warrant Holder] (the "Holder") is entitled to purchase from Imatron Inc., a
New Jersey corporation (the "Company"), at any time or from time to time during
the Exercise Period (as hereinafter defined) the number of fully paid and
non--assessable shares of Common Stock of the Company (the "Shares") as provided
herein upon surrender hereof at the principal office of the Company, and, at the
election of the holder hereof, upon payment of the purchase price at said office
in cash or by cashier's check or by the wire transfer of funds in a dollar
amount equal to the purchase price of the Shares for which the consideration is
being given.
his Warrant shall be exercisable for that number of Shares as set forth above.
I. Purchase Price. Subject to adjustment as hereinafter provided, the purchase
price of one share of Common Stock (or such securities as may be substituted for
one share of Common Stock pursuant to the provisions hereinafter set forth) (the
"Warrant Price") shall be Two Dollars and Twenty-Four Cents ($2.24).
II. Adjustment of Warrant Price and Number of Shares. In addition to the
adjustment provided for in Section 1 above, the number and kind of securities
issuable upon the exercise of this Warrant shall be subject to adjustment from
time to time upon the happening of certain events as follows:
A. Adjustment for Dividends in Stock. In case at any time or from time to time
on or after the date hereof the holders of the Common Stock of the Company (or
any shares of stock or other securities at the time receivable upon the exercise
of this Warrant) shall have received, or, on or after the record date fixed for
the determination of eligible stockholders, shall have become entitled to
receive, without payment therefor, other or additional stock of the Company by
way of dividend (other than as provided for in Paragraph 2(b) below), then and
in each such case, the holder of this Warrant shall, upon the exercise hereof,
be entitled to receive, in addition to the number of shares of Common Stock
receivable thereupon, and without payment of any additional consideration
therefor, the amount of such other or additional stock of the Company which such
holder would hold on the date of such exercise had it been the holder of record
of such Common Stock on the date hereof and had thereafter, during the period
from the date hereof to and including the date of such exercise, retained such
shares and/or all other additional stock receivable by it as aforesaid during
such period, given effect to all adjustments called for during such period by
this Paragraph.
B. Adjustment for Changes in Common Stock. In the event of changes in the
outstanding Common Stock of the Company by reason of split--ups,
recapitalizations, reclassifications, mergers, consolidations, combinations or
exchanges of shares, separations, reorganizations, liquidations, or the like,
the number and class of shares available under the Warrant in the aggregate and
the Warrant Price shall be correspondingly adjusted by the Board of Directors of
the Company. The adjustment shall be such as will give the holder of the Warrant
on exercise for the same aggregate Warrant Price the total number, class, and
kind of shares as he would have owned had the Warrant been exercised prior to
the event and had he continued to hold such shares until after the event
requiring adjustment.
II. No Fractional Shares. No fractional shares of Common Stock will be issued in
connection with any subscription hereunder. In lieu of any fractional shares
which would otherwise be issuable, the Company shall pay cash equal to the
product of such fraction multiplied by the fair market value of one share of
Common Stock on the date of exercise, as determined by the fair market value of
one share of the Company's Common Stock on the date of exercise as determined in
good faith by the Company's Board of Directors.
IV. No Stockholder Rights. This Warrant shall not entitle its holder to any of
the rights of a stockholder of the Company prior to exercise thereof.
V. Reservation of Stock. The Company covenants that during the period this
Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the
issuance of Common Stock upon the exercise of this Warrant. The Company
agrees that its issuance of this Warrant shall constitute full authority to
its officers who are charged with the duty of executing stock certificates
to execute and issue the necessary certificates for shares of Common Stock
upon the exercise of this Warrant.
VI. Exercise of Warrant. This Warrant may be exercised by the registered holder
or its registered assigns, in whole or in part, by the surrender of this Warrant
at the principal office of the Company, together with the form of subscription
hereof duly executed, accompanied by payment in full of the amount of the
Warrant Price in the form described in this Warrant. Upon partial exercise
hereof, a new warrant or warrants containing the same date and provisions as
this Warrant shall be issued by the Company to the registered holder for the
number of shares of Common Stock with respect to which this Warrant shall not
have been exercised. A Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise as provided above, and the person entitled to receive the shares of
Common Stock issuable upon such exercise shall be treated for all purposes as
the holder of such shares of record as of the close of business on such date. As
promptly as practicable on or after such date, the Company shall issue and
deliver to the person or persons entitled to receive the same, a certificate or
certificates for the number of full shares of Common Stock issuable upon such
exercise, together with cash in lieu of any fraction of a share as provided
above.
VII. Certificate of Adjustment. Whenever the Warrant Price is adjusted as herein
provided, the Company shall promptly deliver to the record holder of this
Warrant a certificate of an officer of the Company setting forth the relevant
Warrant Price or number of shares after such adjustment and setting forth a
brief statement of the facts requiring such adjustment.
VIII. Compliance With Securities Act. The holder of this Warrant, by acceptance
hereof, agrees that this Warrant and the shares of Common Stock to be issued
upon exercise hereof (or shares of any security into which such Common Stock may
be converted) are being acquired for investment and that the holder will not
offer, sell, or otherwise dispose of this Warrant and any shares of Common Stock
to be issued upon exercise hereof (or shares of any security into which such
Common Stock may be converted) except under circumstances which will not result
in a violation of the Securities Act of 1933, as amended (the "Act"). Upon
exercise of this Warrant, the holder hereof shall, if requested by the Company,
confirm in writing its investment purpose and acceptance of the restrictions on
transfer of the shares of Common Stock.
IX. Subdivision of Warrant. At the request of the holder of this Warrant in
connection with a transfer or exercise of a portion of the Warrant, upon
surrender of such Warrant for such purpose to the Company, the Company at its
expense (except for any transfer tax payable) will issue and exchange therefor
warrants of like tenor and date representing in the aggregate the right to
purchase such number of shares of such Common Stock as shall be designated by
such holder at the time of such surrender; provided, however, that the Company's
obligations to subdivide securities under this section shall be subject to and
conditioned upon the compliance of any such subdivision with applicable state
securities laws and with the Act.
X. Notices of Record Date. In case
A. the Company shall take a record of the holders of its Common Stock (or other
stock or securities at the time receivable upon the exercise of the Warrant) for
the purpose of entitling them to receive any dividend or other distribution, or
any rights to subscribe for or purchase any shares of stock of any class or any
other securities, or to receive any other right, or
B. of any capital reorganization of the Company, any reclassification of the
capital stock of the Company, any consolidation or merger of the Company with or
into another corporation, or any conveyance of all or substantially all of the
assets of the Company to another corporation, or
C. of any voluntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to each
holder of a Warrant at the time outstanding a notice specifying, as the case may
be, (i) the date on which a record is to be taken for the purpose of such
dividend, distribution or right, and stating the amount and character of such
dividend, distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock or such other stock or securities at the
time receivable upon the exercise of the Warrant shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such
notice shall be mailed at least 30 days prior to the date therein specified.
XI. Loss, Theft, Destruction, or Mutilation of Warrant. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, and in case of loss, theft, or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dates as of such cancellation,
in lieu of this Warrant.
XII. Miscellaneous. This Warrant shall be governed by the laws of the State of
California. The headings in this Warrant are for purposes of convenience and
reference only, and shall not be deemed to constitute a part hereof. 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 Company and
the registered holder hereof. All notices and other communications from the
Company to the holder of this Warrant shall be by telecopy or expedited courier
service to the address furnished to the Company in writing by the last holder of
this Warrant who shall have furnished an address to the Company in writing.
XIII. Exercise Period. The Exercise Period shall mean the period commencing on
the date hereof and ending on January 28, 2002.
ISSUED this January 28, 1997.
COMPANY:
IMATRON INC.
By:
IMATRON INC. FORM 10-K
Schedule to Exhibit 4.7
Pursuant to Instruction No. 2 to Item 601
of Regulation S-K
The form of Common Stock Purchase Warrant filed as Exhibit 4.7 to this Report is
substantially identical in all material respects to each of the Common Stock
Purchase Warrants issued by the Company to investors in connection with a
Private Offering conducted by the Company which concluded January 28, 1997. The
Schedule sets forth the material details of all such warrants which differ from
the form of exhibit file herewith.
Name of Warrantholder Number of Common Shares Exercisable
Xing-Xxxx Xxxx 25,000
Xxxxx Xxxxxxxx 50,000
Xxxxxxx Xxxxxxx 25,000
Xxxxxxx Xxxxxxxxx 100,000
