1
EXHIBIT 10.47
W1997-_
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF SAID ACT, SUPPORTED BY AN OPINION OF COUNSEL,
REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION
IS NOT REQUIRED.
WARRANT TO PURCHASE SHARES
OF COMMON STOCK
Company: The Sled Dogs Company, a Colorado
corporation (the "Company"), and any corporation
that shall succeed to the obligations of the Company
under this Warrant.
Number of Shares:
----------------------------
Class of Stock: Common Stock, $.01 per value
----------------------------
Initial Exercise Price: $.25 per share,
----------------------------
Expiration Date: March 31, 2000
----------------------------
Date of Grant:
----------------------------
THIS CERTIFIES THAT, for value received, ____________ is entitled to
purchase the above number (as may be adjusted pursuant to Section 5 hereof) of
fully paid and nonassessable shares of the above Class of Stock of the Company
at the Initial Exercise Price above (as may be adjusted pursuant to Section 5
hereof) subject to the provisions and upon the terms and conditions set forth
herein.
1. Definitions.
As used herein, the following terms, unless the context otherwise
requires, shall have the following meanings:
(a) "Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations thereunder, as shall be
in effect at the time.
2
(b) "Common Stock" shall mean shares of the presently authorized Common
Stock, $.01 par value, of the Company and any stock into which such Common
Stock may hereafter be exchanged.
(c) "Holder" shall mean any person who shall at the time be the holder of
this Warrant.
(d) "Shares" shall mean the shares of the Class of Stock that the Holder
is entitled to purchase upon exercise of this Warrant, as may be adjusted
pursuant to Section 5 hereof.
(e) "Warrant" shall mean the right to purchase the Number of Shares of the
Class of Stock (as such Number of Shares may be adjusted and as such Class of
Stock may be changed pursuant to the provisions hereof) represented by this
certificate.
(f) "Warrants" shall mean all warrants of like tenor to this Warrant and
represented by all such warrant certificates with the prefix "W1997-___."
(g) "Warrant Price" shall mean the Initial Exercise Price at which this
Warrant may be exercised, as may be adjusted pursuant to Section 5 hereof.
2. Term.
The purchase right represented by this Warrant is exercisable, in whole or
in part, at any time on or before 5:00 p.m., Minneapolis local time, on the
Expiration Date.
3. Method of Exercise; Payment; Issuance of New Warrant.
Subject to Section 2 hereof, the purchase right represented by this
Warrant may be exercised by the Holder, in whole or in part, by the surrender
of this Warrant (with the notice of exercise form attached hereto as Appendix A
duly executed) at the principal office of the Company and by the payment to the
Company, by check made payable to the Company drawn on a United States bank and
for United States funds, of an amount equal to the then applicable Warrant
Price per Share multiplied by the number of Shares then being purchased. In
the event of any exercise of the purchase right represented by this Section 3,
the Company will use its best efforts to deliver certificates for the Shares so
purchased to the Holder within five (5) days of receipt of such payment and,
unless this Warrant has been fully exercised or expired, a new Warrant
representing the portion of the Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be issued to the Holder
within such five (5) day period. If any such exercise is rejected by the
Company, the Company will promptly return to Holder all documentation furnished
by Holder hereunder.
2
3
4. Exercise Price.
The Warrant Price at which this Warrant may be exercised shall be the
Initial Exercise Price, as may be adjusted from time to time pursuant to
Section 5 hereof.
5. Adjustment of Number and Kind of Shares and Adjustment of
Warrant Price.
5.1 Adjustments. The number and kind of securities purchasable upon the
exercise of this Warrant and the Warrant Price shall be subject to adjustment
from time to time upon the occurrence of certain events, as follows:
(a) Reclassification, Reorganization, Consolidation or Merger. In the
case of any reclassification of the Common Stock, or any reorganization,
consolidation or merger of the Company with or into another corporation (other
than a merger or reorganization with respect to which the Company is the
continuing corporation and which does not result in any reclassification of the
Common Stock), the Company, or such successor corporation, as the case may be,
shall execute a new warrant, providing that the Holder shall have the right to
exercise such new warrant and upon such exercise to receive, in lieu of each
share of the Common Stock theretofore issuable upon exercise of this Warrant,
the number and kind of securities receivable upon such reclassification,
reorganization, consolidation or merger by a holder of shares of the Common
Stock of the Company for each share of Common Stock. Subject to any adjustment
that may be made pursuant to Section 5(b) or (c) hereof, the aggregate warrant
price of the new warrant shall be the aggregate Warrant Price in effect
immediately prior to the reclassification, reorganization, consolidation or
merger. Such new warrant shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
5 including, without limitation, adjustments to the Warrant Price and to the
number of shares issuable upon exercise of this Warrant. The provisions of this
subsection (a) shall similarly apply to successive reclassifications,
reorganizations, consolidations or mergers.
(b) Split, Subdivision or Combination of Shares. If the Company at any
time while this Warrant remains outstanding and unexpired shall split, subdivide
or combine the Class of Stock for which this Warrant is then exercisable, the
Warrant Price shall be proportionately decreased in the case of a split or
subdivision or proportionately increased in the case of a combination. Any
adjustment under this subsection (b) shall become effective when the split,
subdivision or combination becomes effective.
(c) Stock Dividends. At any time while this Warrant remains
outstanding and unexpired if the Company shall pay a dividend with respect to
the Class of Stock for which this Warrant is then exercisable, payable in shares
of that Class of Stock, or in options or rights to purchase such Class of Stock,
or securities convertible into such Class of Stock, the Warrant Price shall be
adjusted, from and after
3
4
the date of determination of the shareholders entitled to receive such dividend
or distributions, to that price determined by multiplying the Warrant Price in
effect immediately prior to such date of determination by a fraction (i) the
numerator of which shall be the total number of shares of that Class of Stock
outstanding immediately prior to such dividend or distribution, and (ii) the
denominator of which shall be the total number of shares of the same Class of
Stock outstanding immediately after such dividend or distribution (including
shares of that Class of Stock issuable upon exercise, conversion or exchange of
any options, rights or convertible securities issued as such dividend or
distribution).
5.2 Adjustment of Number of Shares. Upon each adjustment in the Warrant
Price pursuant to this Section 5.1 (b) or (c), the number of Shares issuable
upon exercise of this Warrant shall be adjusted to the product obtained by
multiplying the number of Shares issuable immediately prior to such adjustment
in the Warrant Price by a fraction (i) the numerator of which shall be the
Warrant Price immediately prior to such adjustment, and (ii) the denominator of
which shall be the Warrant Price immediately after such adjustment.
5.3 No Impairment. The Company will not, by amendment of its Articles
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 5 and in the taking of all such actions as may be necessary or
appropriate in order to protect against impairment of the rights of the holder
of this Warrant to adjustments in the Warrant Price.
6. Notice of Adjustments.
Whenever the Warrant Price and number of shares purchasable under this
Warrant shall be adjusted pursuant to Section 5 hereof, the Company shall issue
a certificate signed by its Chief Financial Officer setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the Warrant
Price and number of shares purchasable under this Warrant after giving effect
to such adjustment, and shall cause a copy of such certificate to be mailed (by
first class mail, postage prepaid) to the Holder.
7. Compliance With Act; Transferability of Warrant; Disposition
of Shares.
7.1 Legends. This Warrant and the Shares issued upon exercise thereof
shall be imprinted with a legend in substantially the following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR
4
5
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER
SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SAID ACT, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY
TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."
7.2 Transferability and Non-negotiability of Warrant and Shares. This
Warrant and the Shares issued upon exercise thereof may not be transferred or
assigned in whole or in part without compliance with applicable federal and
state securities laws by the transferor and the transferee (including, without
limitation, the delivery of investment representation letters and legal
opinions reasonably satisfactory to the Company, if reasonably requested by the
Company). Subject to the provisions of this Section 7.2, title to this Warrant
may be transferred in the same manner as a negotiable instrument transferable
by endorsement and delivery.
8. Registration Rights.
(a) The Company shall file a registration statement with the Securities
and Exchange Commission (the "Commission") on or before 30 days following the
final closing of the offering of which the Note is a part with respect to
Common Stock issued upon exercise of the Warrants or Common Stock underlying
the Warrants, at the Company's sole expense (other than the fees and
disbursements of counsel for the Holder and the underwriting discounts, if any,
payable in respect of the Shares sold by the Holder) under the Securities Act
of 1933 (the "Act") and such state laws as the Holder may reasonably request.
(b) In connection therewith, the Company will:
(i) Prepare and file with the Commission a registration
statement with respect to such securities, and use its best efforts
to cause such registration statement to become effective within 60
days of the date of the initial filing of such registration
statement and remain effective for such period as may be reasonably
necessary to effect the sale of such securities, not to exceed two
(2) years;
(ii) prepare and file with the Commission such amendments to
such registration statement and supplements to the prospectus
contained therein as may be necessary to keep such registration
statement effective for such period as may be reasonably necessary
to effect the sale of such securities, not to exceed two (2) years;
(iii) provide Holder's counsel with reasonable opportunities
to review and comment on, and otherwise participate in, the
preparation of such registration statement;
5
6
(iv) furnish to the Holders and to the underwriters, if any, of
the securities being registered such reasonable number of copies of
the registration statement, preliminary prospectus, final prospectus
and such other documents as such Holders and underwriters may
reasonably request in order to facilitate the public offering of
such securities;
(v) use its best efforts to register or qualify the
securities covered by such registration statement under such state
securities or blue sky laws of such jurisdictions as the Holders
may reasonably request in writing within 30 days following the
original filing of such registration statement, except that the
Company shall not for any purpose be required to execute a general
consent to service of process (which shall not include a "Uniform
Consent to Service of Process" or other similar consent to service
of process which relates only to actions or proceedings arising out
of or in connection with the sale of securities, or out of a
violation of the laws of the jurisdiction requesting such consent)
or to qualify to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified;
(vi) notify the Holders, promptly after it shall receive
notice thereof, of the time when such registration statement has
become effective or a supplement to any prospectus forming a part
of such registration statement has been filed;
(vii) notify the Holders promptly of any request by the
Commission for the amending or supplementing of such registration
statement or prospectus or for additional information;
(viii) prepare and file with the Commission, promptly upon
the request of any of the Holders, any amendments or supplements to
such registration statement or prospectus which, in the opinion of
counsel for such Holder (and concurred in by counsel for the
Company), is required under the Act or the rules and regulations
thereunder in connection with the sale of the Shares by such
Holder;
(ix) prepare and promptly file with the Commission and
promptly notify the Holders of the filing of such amendment or
supplement to such registration statement or prospectus as may be
necessary to correct any statements or omissions if, at the time
when a prospectus relating to such securities is required to be
delivered under the Act, any event shall have occurred as the
result of which any such prospectus or any other prospectus as then
in effect would include an untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein, in the light of the circumstances in which they were made,
not misleading;
6
7
(x) advise the Holders, and the Holders' counsel, if any,
promptly after it shall receive notice or obtain knowledge thereof,
of the issuance of any stop order by the Commission suspending the
effectiveness of such registration statement or the initiation or
threatening of any proceeding for that purpose and promptly use its
best efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued;
(xi) not file any amendment or supplement to such
registration statement or prospectus to which a majority in
interest of the Holders shall have reasonably objected on the
grounds that such amendment or supplement does not comply in all
material respects with the requirements of the Act or the rules and
regulations thereunder, after having been furnished with a copy
thereof at least five business days prior to the filing thereof,
unless in the opinion of counsel for the Company the filing of such
amendment or supplement is reasonably necessary to protect the
Company from any liabilities under any applicable federal or state
law and such filing will not violate applicable law; and
(xii) at the request of any of the Holders, furnish on the
effective date of the registration statement and, if such
registration includes an underwritten public offering, at the
closing provided for in the underwriting agreement: (i) opinions,
dated such respective dates, of the counsel representing the
Company for the purposes of such registration, addressed to the
underwriters, if any, and to the Holder or Holders making such
request, covering such matters as such underwriters and Holder or
Holders may reasonably request; and (ii) letters, dated such
respective dates, from the independent certified public accountants
of the Company, addressed to the underwriters, if any, and to the
Holder or Holders making such request, covering such matters as
such underwriters and Holder or Holders may reasonably request, in
which letter such accountants shall state (without limiting the
generality of the foregoing) that they are independent certified
public accountants within the meaning of the Securities Act and
that in the opinion of such accountants the financial statements
and other financial data of the Company included in the
registration statement or the prospectus or any amendment or
supplement thereto comply in all material respects with the
applicable accounting requirements of the Act.
(d) The Company hereby indemnifies the Holder of this Warrant and
any person who controls such Holder within the meaning of Section 15 of the Act,
against all losses, claims, damages and liabilities caused by any untrue
statement of a material fact contained in any registration statement,
prospectus, notification or offering circular (and as amended or supplemented
if the Company shall have furnished any
7
8
amendments or supplements thereto) or any preliminary prospectus or caused by
any omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading except insofar as such
losses, claims, damages or liabilities are caused by any untrue statement or
omission contained in information furnished in writing to the Company by the
Holder expressly for use therein, and the Holder by its acceptance hereof
severally agrees that it will indemnify and hold harmless the Company and each
of its officers who signs such registration statement and each of its directors
and each person, if any, who controls the Company within the meaning of Section
15 of the Securities Act of 1933 with respect to losses, claims, damages or
liabilities which are caused by any untrue statement or omission contained in
information furnished in writing to the Company by the Holder expressly for use
therein.
9. Redemption of Warrants by the Company.
(a) Redemption. This Warrant may be redeemed, at the option of the
Company, as a whole at any time prior to the Expiration Date, at the executive
office of the Company, upon the notice referred to in Section 9(b), at the price
of $.01 per Warrant ("Redemption Price"), provided that the last sale price of
the Common Stock has been at least $1.00 (the "Trigger Price") on each of the
twenty (20) consecutive trading days ending on the third business day prior to
the date on which notice of redemption is given, the satisfaction of which
condition shall be certified by the Company.
(b) Date Fixed for and Notice of Redemption. Notice of redemption
shall be mailed by first class mail, postage prepaid, by the Company or the
Company's agent at its discretion not less than 30 days from the date fixed for
redemption to the Holder at the last address as shall appear on the registration
books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the registered holder received
such notice.
(c) Exercise After Notice of Redemption. This Warrant may be exercised
in accordance with the terms hereof at any time after notice of redemption shall
have been given by the Company pursuant to Section 9(b) hereof and prior to the
date fixed for redemption. On and after the redemption date, the Holder shall
have no further rights except to receive, upon surrender of this Warrant, the
Redemption Price.
(d) If there is any adjustment in the Warrant Price, pursuant to
Section 5 hereof, then the Trigger Price will be adjusted correspondingly.
10. Reservation of Stock. A number of Shares to which this Warrant
relates, sufficient to provide for the exercise of this Warrant upon the basis
herein set forth, shall at all times be reserved for the exercise thereof.
8
9
11. Miscellaneous.
No fractional Shares shall be issued in connection with any exercise
hereunder, but in lieu of such fractional Shares the Company shall make a cash
payment therefor upon the basis of the Warrant Price then in effect. The terms
and provisions of this Warrant shall inure to the benefit of, and be binding
upon, the Company and the Holder hereof and its respective successors and
assigns. This Warrant shall be governed by and construed under the laws of the
State of Minnesota as applied to contracts entered into between residents of
the State of Minnesota to be wholly performed in the State of Minnesota. The
titles of the sections and subsections of this Warrant are for convenience only
and are not to be considered in construing this Warrant. All pronouns used in
the Warrant shall be deemed to include masculine, feminine and neuter forms.
THE SLED DOGS COMPANY
By: ________________________________
Title: ________________________________
9
10
APPENDIX A
NOTICE OF EXERCISE
TO: _____________________
1. The undersigned hereby elects to purchase ______________ shares of the
Common Stock of The Sled Dogs Company, pursuant to terms of the attached
Warrant, and tenders herewith payment of the purchase price of such shares in
full, together with all applicable transfer taxes, if any.
2. Please issue a certificate or certificates representing said shares of
the Common Stock in the name of the undersigned or in such other name as is
specified below:
3. The undersigned represents it is acquiring the shares of Common Stock
solely for its own account and not as a nominee for any other party and not
with a view toward the resale or distribution thereof.
_________________________________
(Name)
_________________________________
(Address)
_________________________________
_________________________________
_________________________________
(Taxpayer Identification Number)
_________________________________
[print name of Holder]
By: ____________________________
Title: ___________________
10
