Exhibit 10.14
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. 35 For the Purchase of 25,806 Shares
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LASERTECHNICS, INC.
COMMON STOCK PURCHASE WARRANT
THIS CERTIFIES THAT, for value received, Xxxxxxxxxx Associates L.P.
("Xxxxxxxxxx") or its successors in interest, assigns or transferees
(collectively, the "Warrant Holder"), is entitled to subscribe for and purchase
from Lasertechnics, Inc., a Delaware corporation (the "Company"), 25,806 shares
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of the Company's Common Stock (as defined in paragraph 10 hereof) (the "Warrant
Shares") at the "Exercise Price" (as hereinafter defined) per share, as 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. The Exercise
Price shall be the lesser of (i) $0.96875 or (ii) if the Company completes an
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equity financing of Five Million Dollars ($5,000,000) or more, on or before
December 31, 1997, the price per share at which shares of Common Stock are
issued in such financing or if such financing involves convertible or
exchangeable securities, the price at which such securities may be converted
into or exchanged for Common Stock.
This Warrant may be exercised at any time and from time to time on or
prior to December 31, 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) at the Warrant Holder's
option, either (i) 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") or (ii) delivering to the
Company a letter (the "Conversion Letter") requesting conversion or exchange of
a portion of any indebtedness owed by the Company to the Warrant Holder in an
amount equal to the Total Exercise Price or (iii) surrendering to the Company a
portion of this Warrant with a "Value" (as defined below) equal to the Total
Exercise Price. For the purpose of clause (b) (iii) above, "Value" shall mean
the product of (I) the amount by which the average of the closing prices of the
Company's Common Stock on the thirty trading days preceding the date of
exercise, as reported in the Wall Street Journal, exceeds the Exercise Price and
(II) the number of Warrant Shares as to which this
Warrant is surrendered for the purpose of effecting payment for Warrant Shares.
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 (in cash or by delivering the Conversion Letter or by
surrender of a portion of this Warrant) 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 (and, if applicable, surrendered as payment of the Total Exercise
Price) shall cease, and (ii) such Warrant Holder shall be deemed to be the
record holder of the 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
and, if applicable, partial surrender of this Warrant pursuant to clause (b)
(iii) of this paragraph, the Warrant need not be delivered to the Company
provided that the Warrant Holder agrees to make a notation of such partial
exercise and, if applicable, surrender 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 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. Xxxxxxxxxx shall be entitled to include the Warrant Shares in any
demand or piggyback registration to which Xxxxxxxxxx is entitled in respect of
Common Stock held by it.
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
during 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 owned and 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 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
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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) If any event shall occur as to which the provisions of this paragraph 4
shall not be strictly applicable, but with respect to which the failure to make
any adjustment to the Exercise Price and the number of Warrant Shares issuable
upon exercise of this Warrant would not fairly protect the purchase rights
represented by this Warrant in accordance with the intent and principles of this
paragraph 4, upon request of the Warrant Holder, the Company shall appoint a
firm of independent public accountants reasonably acceptable to the Warrant
Holder which shall give its opinion upon the adjustments, if any, consistent
with the intent and principles established in this paragraph 4 necessary to
preserve without dilution the purchase rights represented by this Warrant. Upon
receipt of such opinion, the Company will promptly mail a copy thereof to the
Warrant Holder and shall make the adjustments described therein.
(e) 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.
(f) 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. Notice to Warrant Holder.
---------------------------
If at any time,
(a) the Company shall take any action which would require an adjustment in
the Exercise Price or in the number of Warrant Shares pursuant to paragraph 4;
or
(b) the Company shall authorize the granting to the holders of its Common
Stock of any Distributions on Common Stock as set forth in paragraph 4(b), and
notice thereof shall be given to holders of Common Stock; or
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(c) the Company shall issue any additional shares of Common Stock or
declare any dividend (or any other distribution) on its Common Stock (other than
its regular quarterly dividends); or
(d) there shall be any capital reorganization or reclassification of the
Common Stock (other than a change in par value or from par value to no par value
or from no par value to par value of the Common Stock), or any consolidation or
merger to which the Company is a party, or any sale or transfer of all or
substantially all of the assets of the Company; or
(e) there shall be a voluntary or involuntary dissolution, liquidation or
winding-up of the Company;
then, in any one or more of said cases, the Company shall give written notice to
the Warrant Holder, not less than 20 days before any record date or other date
set for definitive action, or of the date on which such reorganization,
reclassification, sale, consolidation, merger, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also set
forth such facts as shall indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the current Exercise Price
and the kind and amount of the Warrant Shares and other securities and property
deliverable upon exercise of this Warrant. Such notice shall also specify the
date as of which the holders of the Common Stock of record shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be.
6. 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 cancelled. 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.
7. 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 and date.
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8. 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.
9. Successors.
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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.
10. Miscellaneous.
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(a) As used herein, the term "Common Stock" shall mean and include the
Company's currently authorized common stock, $.01 par value per share (or,
at the election of the Warrant Holder, non-voting 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 New York without regard to principles of conflicts
and choice of laws.
(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.
11. Notices.
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Any notice pursuant to this Warrant shall be sufficiently given if sent by
first class mail, postage prepaid, or delivered by facsimile transmission,
addressed as follows:
If to the Company, then to it at:
Lasertechnics, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Attention: E.A. Xxxx Xxxxxxxxx Vice President
Facsimile No.: (000) 000-0000
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(or to such other address as the Company may have furnished in writing
to the Warrant Holder for this purpose);
If to Xxxxxxxxxx, then to it at:
Xxxxxxxxxx Associates LP.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X.X. Xxxxxx
Facsimile No.: (000) 000-0000
If to any other Warrant Holder, then to it at such address as such Warrant
Holder may have furnished in writing to the Company for this purpose.
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 27 day of March, 1997.
LASERTECHNICS, INC.
By: /s/ E.A. Xxxx Xxxxxxxxx
-----------------------------
Name: E.A. Xxxx Xxxxxxxxx
Title: Vice President and CFO
Attest:
/s/ E.A. Xxxx Xxxxxxxxx
-------------------------
Name: E.A. Xxxx Xxxxxxxxx
Title: Secretary
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ANNEX A
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COMMON STOCK PURCHASE WARRANT
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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 [or nonvoting common stock] covered by such Warrant, and
makes payment herewith in full therefor of the Total Exercise Price of
$__________ in the following form:
[specify cash payment or conversion of debt or surrender of portion of Warrant]
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_______________________________________________________________________________
The undersigned hereby represents that the undersigned is exercising such
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 the underlying Warrant
Shares in violation of applicable securities laws. When applicable: 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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--------------------------
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ANNEX B
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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 5 of Warrant No. ___ shall be sent to the Assignee(s) at the above
listed address(s), 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 6 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:
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Printed Name:
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Address:
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