Exhibit 10.17
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THIS WARRANT OR
OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF SHALL BE VALID OR EFFECTIVE
UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAW, OR (B) THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF
COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH
TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND OF ANY APPLICABLE STATE SECURITIES LAW.
WARRANT NO. B-001 SEPTEMBER ____, 1998
SILICON LABORATORIES INC.
PREFERRED STOCK PURCHASE WARRANT
Silicon Laboratories Inc., a Delaware corporation (the "COMPANY"),
hereby grants to Imperial Bank ("PURCHASER"), or its registered assigns or
transferees (Purchaser and each such assign or transferee being referred to
herein as a "HOLDER" and collectively as the "HOLDERS") the right to purchase,
at any time and from time to time on and after the date hereof until the fifth
(5th) anniversary of the date hereof (the "EXPIRATION DATE"), up to 4,765
fully paid and non-assessable shares of Series B Convertible Preferred Stock
of the Company, par value $0.0001 per share (the "SERIES B PREFERRED STOCK"),
on the terms and subject to the conditions set forth below.
1. EXERCISE AND VESTING OF WARRANT.
1.1. EXERCISE PRICE. Subject to adjustment as hereinafter
provided, the rights represented by this Preferred Stock Purchase Warrant
(this "WARRANT") are exercisable on and after the date hereof (the "EXERCISE
DATE") until the Expiration Date, at a price (the "EXERCISE PRICE") of $4.76
per share of the Series B Preferred Stock issuable hereunder (hereinafter, the
"WARRANT SHARES"). The Exercise Price shall be payable in cash, or by
certified or official bank check.
1.2. METHOD OF EXERCISE. Upon surrender of this Warrant with
a duly executed Notice of Exercise in the form of ANNEX A attached hereto,
together with payment of the Exercise Price for the Warrant Shares purchased
(except to the extent of conversion pursuant to Section 1.3 herein), at the
Company's principal executive offices (presently located at 2024 East St. Elmo
Road, Austin, Texas 78744-1018) or at such other address as the Company shall
have advised the Holder in writing (the "DESIGNATED OFFICE"), the Holder shall
be entitled to receive a
certificate or certificates for the Warrant Shares so purchased. The Company
agrees that the Warrant Shares shall be deemed to have been issued to the
Holder as of the close of business on the date on which this Warrant shall
have been surrendered together with the Notice of Exercise and payment for
such Warrant Shares.
1.3. CONVERSION RIGHT. In lieu of exercising this Warrant as
specified in Section 1.2, Holder may from time to time convert this Warrant,
in whole or in part, into a number of Warrant Shares determined by dividing
(a) the aggregate fair market value of the Warrant Shares or other securities
otherwise issuable upon exercise of this Warrant minus the aggregate Exercise
Price of such Warrant Shares by (b) the fair market value of one Warrant
Share. The fair market value of the Warrant Shares shall be determined
pursuant to Section 1.4.
1.4. VALUATION. If the Warrant Shares are traded regularly in
a public market, the fair market value of the Warrant Shares shall be the
closing price of the Warrant Shares (or the closing price of the Company's
stock into which the Warrant Shares are convertible) reported for the business
day immediately before Holder delivers its Notice of Exercise to the Company.
If the Warrant Shares are not regularly traded in a public market, the Board
of Directors of the Company shall determine fair market value in its
reasonable good faith judgment. The foregoing notwithstanding, if Holder
advises the Board of Directors of the Company in writing that Holder disagrees
with such determination, then the Company and Holder shall promptly agree upon
a reputable investment banking firm to undertake such valuation. If the
valuation of such investment banking firm is greater than that determined by
the Board of Directors of the Company, then all fees and expenses of such
investment banking firm shall be paid by the Company. In all other
circumstances, such fees and expenses shall be paid by Holder.
2. TRANSFER; ISSUANCE OF STOCK CERTIFICATES; RESTRICTIVE
LEGENDS.
2.1. TRANSFER. Subject to compliance with the restrictions on
transfer set forth in this Section 2, each transfer of this Warrant and all
rights hereunder, in whole or in part, shall be registered on the books of the
Company to be maintained for such purpose, upon surrender of this Warrant at
the Designated Office, together with a written assignment of this Warrant in
the form of ANNEX B attached hereto duly executed by the Holder or its agent
or attorney. Upon such surrender and delivery, the Company shall execute and
deliver a new Warrant or Warrants in the name of the assignee or assignees and
in the denominations specified in such instrument of assignment, and shall
issue to the assignor a new Warrant evidencing the portion of this Warrant not
so assigned, if any. A Warrant, if properly assigned in compliance with the
provisions hereof, may be exercised by the new Holder for the purchase of
Warrant Shares without having a new Warrant issued. Prior to due presentment
for registration of transfer thereof, the Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof (notwithstanding
any notations of ownership or writing thereon made by anyone other than a duly
authorized officer of the Company) for all purposes and shall not be affected
by any notice to the contrary. All Warrants issued upon any assignment of
Warrants shall be the valid obligations of the Company, evidencing the same
rights, and entitled to the
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same benefits as the Warrants surrendered upon such registration of transfer
or exchange.
2.2. STOCK CERTIFICATES. Certificates for the Warrant Shares
shall be delivered to the Holder within a reasonable time after the rights
represented by this Warrant shall have been exercised pursuant to Section 1,
and a new Warrant representing the shares of Series B Preferred Stock, if any,
with respect to which this Warrant shall not then have been exercised shall
also be issued to the Holder within such time. The issuance of certificates
for Warrant Shares upon the exercise of this Warrant shall be made without
charge to the Holder hereof including, without limitation, any documentary,
stamp or similar tax that may be payable in respect thereof, PROVIDED,
HOWEVER, that the Company shall not be required to pay any income tax to which
the Holder hereof may be subject in connection with the issuance of this
Warrant or the Warrant Shares; AND PROVIDED FURTHER, that if Warrant Shares
are to be delivered in a name other than the name of the Holder hereof
representing any Warrant being exercised, then no such delivery shall be made
unless the person requiring the same has paid to the Company the amount of
transfer taxes or charges incident thereto, if any.
2.3. RESTRICTIVE LEGENDS. (a) Except as otherwise provided in
this Section 2, each certificate for Warrant Shares initially issued upon the
exercise of this Warrant, and each certificate for Warrant Shares issued to
any subsequent transferee of any such certificate, shall be stamped or
otherwise imprinted with a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND
UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION
IS NOT REQUIRED.
(b) Except as otherwise provided in this Section 2, each
Warrant shall be stamped or other-wise imprinted with a legend in
substantially the following form:
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE
THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAW, NO TRANSFER OF THIS WARRANT OR
OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF SHALL BE VALID OR EFFECTIVE
UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAW, OR (B) THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF
COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH
TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND OF ANY APPLICABLE STATE
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SECURITIES LAW.
Notwithstanding the foregoing, the legend requirements of this Section 2.3
shall terminate as to any particular Warrant or Warrant Share when the Company
shall have received from the Holder thereof an opinion of counsel in form and
substance reasonably acceptable to the Company that such legend is not
required in order to ensure compliance with the Securities Act. Whenever the
restrictions imposed by this Section 2.3 shall terminate, the Holder hereof or
of Warrant Shares, as the case may be, shall be entitled to receive from the
Company without cost to such Holder a new Warrant or certificate for Warrant
Shares of like tenor, as the case may be, without such restrictive legend.
3. ADJUSTMENT OF NUMBER OF SHARES; EXERCISE PRICE; NATURE OF
SECURITIES ISSUABLE UPON EXERCISE OF WARRANTS.
3.1. EXERCISE PRICE; ADJUSTMENT OF NUMBER OF SHARES. The
Exercise Price set forth in Section 1 hereof and the number of shares
purchasable hereunder shall be subject to adjustment from time to time as
hereinafter provided.
3.2. CONVERSION OF SERIES B SHARES. If all of the Company's
Series B Preferred Stock shall be, or if outstanding would be, at any time
prior to the Expiration Date, converted into shares of the Company's Common
Stock, then the unexercised portion of this Warrant shall be converted into
the right to purchase that number of shares of the Company's Common Stock
equal to the number of shares of the Common Stock that would have been
received if this Warrant had been exercised in full and the Series B Preferred
Stock received thereupon had been simultaneously converted immediately prior
to such event, and the Exercise Price shall be immediately adjusted to equal
the quotient obtained by dividing (x) the aggregate Exercise Price of the
maximum number of shares of Series B Preferred Stock for which this Warrant
was exercisable immediately prior to such conversion, by (y) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such conversion; provided, however, that in no event shall the Exercise Price
as so adjusted be less than the par value of the Common Stock.
3.3. MERGER, SALE OF ASSETS, ETC. If at any time while this
Warrant, or any portion thereof, is outstanding and unexpired there shall be a
reorganization (other than a combination, reclassification, exchange, or
subdivision of shares as provided in Sections 3.4 and 3.5), merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a merger in which the Company is the
surviving entity but the shares of the Company's capital stock outstanding
immediately prior to the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise, or a
sale or transfer of the Company's properties and assets as, or substantially
as, an entirety to any other person, then, as a part of such reorganization,
merger, consolidation, sale or transfer, lawful provision shall be made so
that the Holder of this Warrant shall thereafter be entitled to receive upon
exercise of this Warrant, during the period specified herein and upon
4
payment of the Exercise Price then in effect, the number of shares of stock or
other securities or cash or property of the successor corporation resulting
from such reorganization, merger, consolidation, sale or transfer that a
Holder of the shares deliverable upon exercise of this Warrant would have been
entitled to receive in such reorganization, consolidation, merger, sale or
transfer if this Warrant had been exercised immediately before such
reorganization, consolidation, merger, sale or transfer, all subject to
further adjustment as provided in this Section 3. The foregoing provisions of
this Section 3.3 shall similarly apply to successive reorganizations,
consolidations, mergers, sales and transfers and to the stock and securities
of any other corporation that are at the time receivable upon the exercise of
this Warrant. If the per-share consideration payable to the Holder hereof for
shares in connection with any such transaction is in a form other than cash or
securities, then the value of such consideration shall be determined in good
faith by the Company's Board of Directors. In all events, appropriate
adjustment shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Holder hereof after the
transaction, to the end that the provisions of this Warrant shall be
applicable after that event, as near as reasonably may be, in relation to any
shares or other property deliverable after that event upon exercise of this
Warrant.
3.4. RECLASSIFICATION, ETC. If the Company, at any time while
this Warrant, or any portion thereof, remains outstanding and unexpired,
shall, by the reclassification or exchange of securities or otherwise, change
any of the securities as to which purchase rights under this Warrant exist
into the same or a different number of securities of any other class or
classes, this Warrant shall thereafter represent the right to acquire such
number and kind of securities as would have been issuable as the result of
such change with respect to the securities that were subject to the purchase
rights under this Warrant immediately prior to such reclassification, exchange
or other change and the Exercise Price therefor shall be appropriately
adjusted, all subject to further adjustment as provided in this Section 3. No
adjustment shall be made pursuant to this Section 3.4, upon any conversion of
the Series B Preferred Stock which is the subject of Section 3.2.
3.5. STOCK SPLITS, STOCK DIVIDENDS AND REVERSE STOCK SPLITS.
In case at any time the Company shall split or subdivide the outstanding
shares of Series B Preferred Stock into a greater number of shares, or shall
declare and pay any stock dividend with respect to its outstanding stock that
has the effect of increasing the number of outstanding shares of Series B
Preferred Stock, the Exercise Price in effect immediately prior to such
subdivision or stock dividend shall be proportionately reduced (but not below
the par value of the Series B Preferred Stock) and the number of Warrant
Shares purchasable pursuant to this Warrant immediately prior to such
subdivision or stock dividend shall be proportionately increased, and
conversely, in case at any time the Company shall combine its outstanding
shares of Series B Preferred Stock into a smaller number of shares, the
Exercise Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Shares purchasable upon
the exercise of this Warrant immediately prior to such combination shall be
proportionately reduced.
4. REGISTRATION; EXCHANGE AND REPLACEMENT OF WARRANT; RESERVATION
OF SHARES.
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The Company shall keep at the Designated Office a register in which
the Company shall provide for the registration, transfer and exchange of this
Warrant. The Company shall not at any time, except upon the dissolution,
liquidation or winding-up of the Company, close such register so as to result
in preventing or delaying the exercise or transfer of this Warrant.
The Company may deem and treat the person in whose name this Warrant
is registered as the Holder and owner hereof for all purposes and shall not be
affected by any notice to the contrary, until presentation of this Warrant for
registration or transfer as provided in this Section 4.
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 satisfactory to it, and (in the case
of mutilation) upon surrender and cancellation of this Warrant, the Company
will (in the absence of notice to the Company that the Warrant has been
acquired by a BONA FIDE purchaser) make and deliver a new Warrant of like
tenor, in lieu of this Warrant without requiring the posting of any bond or
the giving of any security.
The Company shall at all times reserve and keep available out of its
authorized shares of Series B Preferred Stock, solely for the purpose of
issuance upon the exercise of this Warrant, such number of shares of Series B
Preferred Stock as shall be issuable upon the exercise hereof. The Company
covenants and agrees that, upon exercise of this Warrant and payment of the
Exercise Price therefor, all Warrant Shares issuable upon such exercise shall
be duly and validly issued, fully paid and non-assessable.
5. FRACTIONAL WARRANTS AND FRACTIONAL SHARES.
If the number of Warrant Shares purchasable upon the exercise of this
Warrant is adjusted pursuant to Section 3 hereof, the Company shall
nevertheless not be required to issue fractions of shares, upon exercise of
this Warrant or otherwise, or to distribute certificates that evidence
fractional shares. With respect to any fraction of a share called for upon any
exercise hereof, the Company shall pay to the Holder an amount in cash equal
to such fraction multiplied by the current market value of such fractional
share as may be prescribed by the Board of Directors of the Company.
6. WARRANT HOLDERS NOT DEEMED STOCKHOLDERS.
No Holder of this Warrant shall, as such, be entitled to vote or to
receive dividends or be deemed the Holder of Warrant Shares that may at any
time be issuable upon exercise of this Warrant for any purpose whatsoever, nor
shall anything contained herein be construed to confer upon the Holder of this
Warrant, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any
6
recapitalization, issue or reclassification of stock, change of par value or
change of stock to no par value, consolidation, merger or conveyance or
otherwise), or to receive notice of meetings, or to receive dividends or
subscription rights, until such Holder shall have exercised this Warrant and
been issued Warrant Shares in accordance with the provisions hereof.
7. NOTICES.
All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly made when delivered
personally, or mailed by registered or certified mail, return receipt
requested, or telecopied or telexed and confirmed in writing and delivered
personally or mailed by registered or certified mail, return receipt requested
(a) if to the Holder of this Warrant, to the address of such Holder as shown
on the books of the Company, or (b) if to the Company, to the address set
forth in Section 1.2 of this Warrant; or at such other address as the Holder
or the Company may hereafter have advised the other.
8. SUCCESSORS.
All the covenants, agreements, representations and warranties
contained in this Warrant shall bind the parties hereto and their respective
heirs, executors, administrators, distributees, successors, assigns and
transferees.
9. LAW GOVERNING.
This Warrant shall be construed and enforced in accordance with, and
governed by, the laws of the State of Texas (not including the choice of law
rules thereof) regardless of the jurisdiction of creation or domicile of the
Company or its successors or of the Holder at any time hereof.
10. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS.
This Warrant sets forth the entire understanding of the parties with
respect to the transactions contemplated hereby. The failure of any party to
seek redress for the violation or to insist upon the strict performance of any
term of this Warrant shall not constitute a waiver of such term and such party
shall be entitled to enforce such term without regard to such forbearance.
This Warrant may be amended, and any breach of or compliance with any covenant,
agreement, warranty or representation may be waived, only if the Company has
obtained the written consent or written waiver of the Holder, and then such
consent or waiver shall be effective only in the specific instance and for the
specific purpose for which given.
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11. SEVERABILITY; HEADINGS.
If any term of this Warrant as applied to any person or to any
circumstance is prohibited, void, invalid or unenforceable in any
jurisdiction, such term shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or invalidity without in any way affecting any
other term of this Warrant or affecting the validity or enforceability of this
Warrant or of such provision in any other jurisdiction. The Section headings
in this Warrant have been inserted for purposes of convenience only and shall
have no substantive effect.
[The balance of this page intentionally left blank]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the date first written above.
SILICON LABORATORIES INC.
By:
------------------------------------
Navdeep S. Sooch
President
By:
------------------------------------
John W. McGovern
Chief Financial Officer
Accepted and agreed:
IMPERIAL BANK
By:
------------------------------
Name:
Title:
9
ANNEX A
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NOTICE OF EXERCISE
(TO BE EXECUTED UPON PARTIAL OR FULL
EXERCISE OF THE WITHIN WARRANT)
1. The undersigned hereby elects to purchase _______ shares
of Series B Convertible Preferred Stock of Silicon Laboratories Inc. pursuant
to the terms of the attached Warrant, and tenders herewith payment of the
purchase price of such shares in full.
1. The undersigned hereby elects to convert the attached
Warrant into Warrant Shares in the manner specified in the Warrant. This
conversion is exercised with respect to _____________________________ of the
Warrant Shares covered by the Warrant.
[STRIKE THE PARAGRAPH NUMBERED 1 ABOVE THAT DOES NOT APPLY.]
2. Please issue a certificate or certificates representing
said shares in the name of the undersigned or in such other name as is
specified below and deliver such certificate(s) to:
Ms. Christine M. McCarthy
Chief Financial Officer
Controllers Department
Imperial Bank
P.O. Box 92991
Los Angeles, CA 90009
3. The undersigned represents it is acquiring the shares
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 except in compliance
with applicable securities laws.
IMPERIAL BANK
--------------------------------
(Signature)
--------------------------------
(Date)
A-1
ANNEX B
-------
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under this Warrant, with respect to the number of
shares of Series B Convertible Preferred Stock set forth below:
- - -------------------------------------------------------------------------------
NO. OF SHARES OF
NAME AND ADDRESS OF ASSIGNEE SERIES B CONVERTIBLE PREFERRED STOCK
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
and does hereby irrevocably constitute and appoint _______________________
attorney-in-fact to register such transfer onto the books of Silicon
Laboratories Inc. maintained for the purpose, with full power of substitution
in the premises.
Dated: Print Name:
----------------------- ------------------------
Signature:
--------------------
Witness:
----------------------
NOTICE: The signature on this assignment must correspond with the name
as written upon the face of this Warrant in every particular,
without alteration or enlargement or any change whatsoever.
B-1