EXHIBIT 10.20
INTERACTIVE NETWORK, INC.
COMMON STOCK PURCHASE WARRANT
To Purchase Fifteen Thousand (15,000) Shares
Warrant No. 1995-1
FOR CONSIDERATION, the sufficiency and receipt of which is hereby
acknowledged by INTERACTIVE NETWORK, INC., a California corporation (the
"Company"), GEORGE RANEY (the "Holder"), is hereby granted a warrant (the
"Warrant") to purchase, at any time from the date hereof until 5:00 p.m., San
Francisco time, on March 30, 2000 (the "Expiration Date"), the number of shares
of fully paid and non-assessable shares (the "Shares") of Common Stock of the
Company set forth above.
The Shares shall be available for purchase at a price per Share of
$2.858 (the "Purchase Price"), subject to adjustment as provided for herein. The
Purchase Price shall be payable in cash, by certified or official bank check or
postal or express money order, in U.S. Dollars. Upon surrender of this Warrant
with the Subscription Form attached to this Warrant duly executed, together with
payment of the Purchase Price times the number of Shares purchased, to the
Company at its address set forth below, the Holder shall be entitled to receive
certificates for the number of the Shares purchased.
The purchase rights represented by this Warrant are exercisable at the
option of the Holder, in whole at any time, or in part from time to time (but
not as to a fractional Share), from the date hereof but not later than 5:00
p.m., San Francisco time on the Expiration Date. This Warrant shall
automatically terminate, without any further action by the Company, after such
time on the Expiration Date. In the case of the purchase of less than all of the
Shares purchasable hereunder, upon surrender of this Warrant for cancellation,
together with the duly executed subscription form and funds sufficient to pay
any transfer tax, the Company shall cause to be delivered to the Holder without
charge a new Warrant of like tenor to this Warrant evidencing the right of the
Holder to purchase the number of Shares purchasable hereunder as to which this
Warrant has not been exercised. The issuance of certificates for the Shares upon
the exercise of this Warrant shall be made without charge to the Holder for such
certificates or for any tax in respect of the issuance of such certificates, and
such certificates shall (subject to the provisions of the following paragraph of
this Warrant) be issued in the name of, or in such names as may be directed by,
the Holder; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance of
any such certificate in a name other than that of the registered Holder, and the
Company shall not be required to issue or deliver such certificates unless or
until
the person or persons requesting the issuance thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid.
The Holder, by acceptance hereof, represents, warrants, covenants and
agrees that: (i) the Holder has knowledge of the business and affairs of the
Company; (ii) the Holder has received information regarding the Company that he
or she considers necessary or appropriate for his or her investment decision;
and (iii) this Warrant and the Shares issuable upon the exercise of this Warrant
are being acquired pursuant to an exemption from registration provided by
Regulation S promulgated under the Securities Act of 1933. THIS WARRANT AND THE
SHARES RECEIVABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("ACT"), AND THIS WARRANT CANNOT BE EXERCISED
BY OR ON BEHALF OF ANY U.S. PERSON UNLESS THE SHARES HAVE BEEN REGISTERED UNDER
THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. ANY PERSON
EXERCISING THIS WARRANT IS REQUIRED TO GIVE A WRITTEN CERTIFICATION, AS SET
FORTH ON THE SUBSCRIPTION FORM, THAT HE OR SHE IS NOT A U.S. PERSON AND THAT THE
WARRANT IS NOT BEING EXERCISED ON BEHALF OF A U.S. PERSON. Subject to the terms
hereof, this Warrant and all rights hereunder are transferable, in whole or in
part, on the books of the Company maintained for such purpose at its principal
office referred to below by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant properly endorsed and upon payment of any
necessary transfer tax or other governmental charge imposed upon such transfer.
Upon any partial transfer, the Company will issue and deliver to the Holder a
new warrant or warrants of like tenor with respect to the Shares not so
transferred. Each Holder, by taking or holding this Warrant, consents and agrees
that the Holder 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 hereby, 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 Holder as the owner for
all purposes.
In case the Company shall at any time subdivide or combine the
outstanding shares of Common Stock, the Purchase Price shall forthwith be
proportionately decreased in the case of subdivision or increased in the case of
combination. Upon each adjustment of the Purchase Price pursuant to the
provisions of this paragraph, the number of Shares issuable upon the exercise of
each Warrant shall be adjusted to the nearest full Share by multiplying the
Purchase Price in effect immediately prior to such adjustment by the number of
Shares issuable upon exercise of the Warrant immediately prior to such
adjustment and dividing the product so obtained by the adjusted Purchase Price.
In case of any reclassification of Common Stock (other than a change in par
2.
value or as a result of a subdivision or combination), or in the case of any
consolidation of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger in which the Company is the
surviving corporation and which does not result in any reclassification or
change of the outstanding shares of Common Stock, except a change as a result of
a subdivision or combination or such shares or a change in par value, as
aforesaid), or in the case of a sale or conveyance to another corporation of the
property of the Company as an entirety, the Holder of this Warrant shall
thereafter have the right to purchase the kind and number of Shares and other
securities and property receivable upon such reclassification, change,
consolidation, merger, sale or conveyance by a Holder of the number of Shares
which the Holder of such Warrant would have had the right to purchase
immediately prior to the record date for such reclassification, change,
consolidation, merger, sale or conveyance, at a price equal to the product of
(Y) the number of Shares issuable upon exercise of this Warrant, and (Z) the
Purchase Price in effect immediately prior to the record date for such
reclassification, change, consolidation, merger, sale or conveyance. No
adjustment of the Purchase Price or number of Shares shall be made upon the
issuance or sale of shares of Common Stock, options, rights or warrants,
conversion or exchange of convertible or exchangeable securities or the
occurrence of any event other than as set forth in this paragraph.
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
such loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and 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, in
lieu of this Warrant. The Company shall not be required to issue certificates
representing fractions of Shares, nor shall it be required to issue scrip or pay
cash in lieu of fractional interests, it being the intent of the parties that
all fractional interests shall be eliminated. The Company shall at all times
reserve and keep available out of its authorized Common Stock, solely for the
purpose of issuance upon the exercise of the Warrant, such number of shares of
Common Stock as shall be issuable upon the exercise hereof. The Company
covenants and agrees that, upon exercise of this Warrant and payment of the
Purchase Price therefor, all shares of Common Stock issuable upon such exercise
shall be duly and validly issued, fully paid and non-assessable.
Nothing contained in this Warrant shall be construed as conferring
upon the Holder the right to vote or consent to or receive notice as a
shareholder in respect of any meetings of shareholders for the election of
directors or any other matter, or as having any rights whatsoever as a
shareholder of the
3.
Company. If, however, at any time prior to the expiration of the Warrant or its
exercise, any of the following events shall occur: (a) the Company shall take a
record of the holders of its Common Stock for the purpose of entitling the
Holders to receive a dividend or distribution payable otherwise than in cash, or
a cash dividend or distribution payable otherwise than out of current or
retained earnings, as indicated by the accounting treatment of such dividend or
distribution on the books of the Company; or (b) the Company shall offer to all
the holders of its common stock any additional shares of stock of the Company or
securities convertible into or exchangeable for shares of common stock of the
Company, or any option, right or warrant to subscribe therefore; or (c) a
dissolution, liquidation or winding-up of the Company (other than in connection
with a consolidation or merger) or a sale of all or substantially all of its
property, assets and business as an entirety shall be proposed; then, in any one
or more of said events, the Company shall give written notice of such events at
least ten (10) days prior to the date fixed as a record date or the date of
closing the transfer books for the determination of the shareholders entitled to
such dividend, distribution, convertible or exchangeable securities or
subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding-up or sale. Such notice shall specify such record date or
the date of closing the transfer books, as the case may be. Failure to give such
notice or any defect therein shall not affect the validity of any action taken
in connection with the declaration of payment of any such dividend, or the
issuance of any convertible or exchangeable securities, or subscription rights,
options or warrants, or any proposed dissolution, liquidation, winding-up or
sale.
All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly made when delivered,
or three (3) days after posting if mailed by registered or certified mail,
return receipt requested it to the registered Holder, to the address of such
Holder as shown on the books of the Company; or if to the Company, to 2840
Junction Avenue, San Jose, California 95134, or to such other address as may be
specified by the Holder or the Company in accordance with the foregoing
provisions. All the covenants, agreements, representations and warranties
contained in this Warrant shall bind the parties hereto and their respective
heirs, executors, administrators, distributees, successors and assigns. This
Warrant is delivered in the State of California and shall be construed and
enforced in accordance with, and governed by, the laws of the State of
California.
INTERACTIVE NETWORK, INC.
Dated: March 30, 1995 By:
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4.
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ASSIGNMENT FORM
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FOR VALUE RECEIVED, , hereby
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sells, assigns, and transfers unto:
Name:
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(Please type or print in block letters)
Address:
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the right to purchase the Shares represented by this Warrant to the extent of
Shares as to which such right is exercisable and does hereby irrevocably
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constitute and appoint
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attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.
Dated:
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Signature
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SUBSCRIPTION FORM
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(To be Executed by the Registered Holder
in order to Exercise the Warrant)
The undersigned hereby irrevocably elects to exercise the right to
purchase Shares covered by this Warrant No. according to the
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conditions hereof and herewith makes payment of the Purchase Price of such
Shares in full. The undersigned represents that he is not a U.S. Person as
defined below and is not exercising this Warrant on behalf of any U.S. Person.
Date:
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Signature
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Name
Address:
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A U.S. Person is any of the following:
(a) Any natural person resident in the United States;
(b) Any partnership or corporation organized or incorporated under the laws of
the United States;
(c) Any estate of which any executor or administrator is a U.S. person;
(d) Any trust of which any trustee is a U.S. person;
(e) Any agency or branch of a foreign entity located in the United States;
(f) Any non-discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary for the benefit or account of a
U.S. person;
(g) Any discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary organized, incorporated, or (if
an individual) resident in the United States; and
(h) Any partnership or corporation if (A) organized or incorporated under the
laws of any foreign jurisdiction; and (B) formed by a U.S. person
principally for the purpose of investing in securities not registered under
the Securities Act of 1933, unless it is organized or incorporated, and
owned, by accredited investors (as defined in Rule 501(a) of Regulation D)
who are not natural persons, estates or trusts.
Notwithstanding the above, the following are not "U.S. Persons":
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(i) Any discretionary account or similar account (other than an estate or
trust) held for the benefit or account of a non-U.S. person by a dealer or
other professional fiduciary organized, incorporated, or (if an individual)
resident in the United States;
(j) Any estate of which any professional fiduciary acting as executor or
administrator is a U.S. person if an executor or administrator of the
estate who is not a U.S. person has sole or shared investment discretion
with respect to the assets of the estate, and the estate is governed by
foreign law;
(k) Any trust of which any professional fiduciary acting as trustee is a U.S.
person, if another of the trustees is a non-U.S, person with sole or shared
investment discretion with respect to the trust assets, and no beneficiary
of the trust (and no settlor if the trust is revocable) is a U.S. person;
(l) An employee benefit plan established and administered in accordance with
the law of a country other than the United States and customary practices
and documentation of such country;
(m) Any agency or branch of a U.S. person located outside the United States if
the agency or branch operates for valid business reasons; and the agency or
branch is engaged in the business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively, in the
jurisdiction where located; and
(n) The International Monetary Fund, the International Bank for Reconstruction
and Development, the Inter-American Development Bank, the Asian Development
Bank, the African Development Bank, the United Nations, and their agencies,
affiliates and pension plans, and any other similar international
organizations, their agencies, affiliates and pension plans.
"United States" means the United States of America, its territories and
possessions, any State of the United States, and the District of Columbia.
2.