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EXHIBIT 10.6(f)
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
STOCK PURCHASE WARRANT
THE WARRANTS EVIDENCED HEREBY AND THE SHARES OF STOCK ISSUABLE UPON EXERCISE
THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE OFFERED OR SOLD WITHOUT REGISTRATION UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE UNDER SUCH ACT OR THE RULES OR REGULATIONS PROMULGATED
THEREUNDER
WARRANT TO PURCHASE _________ SHARES OF COMMON STOCK
AS DESCRIBED HEREIN
Issue Date: November 14, 1995. Series "E" No._______
Expiration Date: September 29, 2000.
This certifies that, for value received, _________________or his, her or
its permitted successors and assigns ("HOLDER") is entitled to purchase from
International Remote Imaging Systems, Inc., a Delaware corporation, (the
"COMPANY") up to and including ______________ fully paid and nonassessable
shares (the "WARRANT SHARES") of the Common Stock, $.01 par value per share, of
the Company (the "COMMON STOCK") on the terms set forth herein at an exercise
price of $7.80 per share (the "PURCHASE PRICE"). The Warrant Shares and the
Purchase Price may be adjusted from time to time as described in this Warrant.
1. EXERCISE.
1.1 TIME FOR EXERCISE. This Warrant may be exercised in whole or in part
at any time, and from time to time, during the period commencing on September
29, 1995 and expiring on September 29, 2000 (the "EXERCISE PERIOD").
1.2 MANNER OF EXERCISE. This Warrant shall be exercised by delivering it
to the Company with the exercise form duly completed and signed, specifying the
number of shares as to which the Warrant is being exercised at that time (the
"EXERCISE NUMBER"). The Holder shall simultaneously deliver to the Company cash
or a certified check in an amount equal to the Exercise Number multiplied by the
Purchase Price.
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1.3 EFFECT OF EXERCISE. Promptly after any exercise, the Company shall
deliver to the Holder (i) duly executed certificates in the name or names
specified in the exercise notice representing the aggregate number of shares
issuable upon such exercise, and (ii) if this Warrant is exercised only in part,
a new Warrant of like tenor representing the balance of the Warrant Shares. Such
certificates shall be deemed to have been issued, and the person receiving them
shall be deemed to be a holder of record of such shares, as of the close of
business on the date the actions required in Section 1.2 shall have been
completed or, if on that date the stock transfer books of the Company are
closed, as of the next business day on which the stock transfer books of the
Company are open.
2. TRANSFER OF WARRANTS AND STOCK.
2.1 TRANSFER RESTRICTIONS; REGISTRATION RIGHTS. Neither this Warrant nor
the securities issuable upon its exercise may be sold, transferred or pledged
unless the Company shall have been supplied with reasonably satisfactory
evidence that such transfer is not in violation of the Securities Act of 1933,
as amended, and any applicable state securities laws. The Company may place a
legend to that effect on this Warrant and any replacement Warrant. This Warrant
is one in a series of warrants having the same terms and identified as "Series
E" (the "SERIES E WARRANTS"). Upon the request of the holders of a majority of
the shares issuable upon exercise of the Series E Warrants made anytime before
the end of the Exercise Period, the Company will use all reasonable efforts to
register for resale in accordance with the Securities Act of 1933, as amended,
any shares of Common Stock issued upon exercise of the Warrants. Holder agrees
to cooperate with the Company in all reasonable ways to effect such
registration. The Company will use all reasonable efforts to keep such
registration effective until the expiration of the Exercise Period; provided,
however, that the Company will not have any obligation to amend such
registration to add the shares of a Holder that declines to participate in, or
provide adequate information for, the original registration.
2.2 MANNER OF TRANSFER. Upon delivery of this Warrant to the Company
with the assignment form duly completed and signed, the Company will promptly
execute and deliver to each transferee and, if applicable, the Holder, Warrants
of like tenor evidencing the rights (i) of the transferee(s) to purchase the
number of Warrant Shares specified for each in the assignment forms, and (ii) of
the Holder to purchase any untransferred portion, which in the aggregate shall
equal the number of Warrant Shares of the original Warrant. The Company may
decline to proceed with any partial transfer if any new Warrant would represent
the right to purchase fewer than 500 shares of Common Stock (such number to be
adjusted as provided in Section 4). If this Warrant is properly assigned in
compliance with this Section 2, it may be exercised by an assignee without
having a new Warrant issued.
2.3 LOSS, DESTRUCTION OF WARRANT CERTIFICATES. Upon receipt of (i)
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of any Warrant and (ii) except in the case of mutilation, an
indemnity or security reasonably satisfactory to the Company, the Company will
promptly execute and deliver a replacement Warrant of like tenor representing
the right to purchase the same number of Warrant Shares.
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3. COST OF ISSUANCES. The Company shall pay all expenses, transfer taxes and
other charges payable in connection with the preparation, issuance and delivery
of stock certificates or replacement Warrants, except for any transfer tax or
other charge imposed as a result of (a) any issuance of certificates in any name
other than the name of the Holder, or (b) any transfer of the Warrant. The
Company shall not be required to issue or deliver any stock certificate or
Warrant until it receives reasonably satisfactory evidence that any such tax or
other charge has been paid by the Holder.
4. ANTI-DILUTION PROVISIONS
If any of the following events occur at any time hereafter during the life
of this Warrant, then the Purchase Price and the Warrant Shares immediately
prior to such event shall be changed as described in order to prevent dilution:
4.1. STOCK SPLITS AND REVERSE SPLITS. If at any time (i) the outstanding
shares of Common Stock are subdivided into a greater number of shares, then the
Purchase Price will be reduced proportionately and the Warrant Shares will be
increased proportionately, conversely, (ii) if the outstanding Common Stock is
consolidated into a smaller number of shares, then the Purchase Price will be
increased proportionately and the Warrant Shares will be reduced
proportionately.
4.2. DIVIDENDS. In the event the Company declares a dividend upon the
Common Stock payable in its securities, at the time of subsequent exercise of
this Warrant, the Company shall deliver both (i) the Shares for which exercise
is made plus (ii) such securities paid as dividends as would have been
previously distributed to the Holder if such exercise had been made on the date
hereof. If the Company shall declare a dividend payable in cash on its Common
Stock and shall at substantially the same time offer to its stockholders a right
to purchase new Common Stock from the proceeds of such dividend, or for an
amount substantially equal to the dividend, the amount of Common Stock so
offered shall, for the purpose of this Warrant, be deemed to have been issued as
a stock dividend.
4.3. EFFECT OF REORGANIZATION AND ASSET SALES. If any (i) reorganization
or reclassification of the Common Stock, (ii) consolidation or merger of the
Company with or into another corporation, (iii) sale of all or substantially all
of its operating assets to another corporation, or (iv) sale of the Company
substantially as a going concern followed by a liquidation of the Company (any
such occurrence shall be an "EVENT"), is effected in such a way that holders of
Common Stock are entitled to receive securities and/or assets as a result of
their Common Stock ownership, then upon exercise of this Warrant the Holder will
have the right to receive the shares of stock, securities or assets which they
would have received if such rights had been fully exercised as of the record
date for such Event. The Company will not effect any Event unless prior to or
simultaneously with its consummation the successor corporation resulting from
the consolidation or merger (if other than the Company), or the corporation
purchasing the Company's assets, assumes the performance of the Company's
obligations under this Warrant (as appropriately adjusted to reflect such
consolidation, merger or sale such that the Holder's rights under
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this Warrant remain, as nearly as practicable, unchanged) by a binding written
instrument.
4.4. COMPUTATIONS AND ADJUSTMENTS. Upon each computation of an adjustment
under this Section 4, the Purchase Price shall be computed to the nearest cent
and the number of Warrant Shares shall be calculated to the next lowest whole
share. However, the fractional amount shall be used in calculating any future
adjustments. No fractional shares of Common Stock shall be issued in connection
with the exercise of this Warrant, but the Company shall, in the case of the
final exercise under this Warrant, make a cash payment for any fractional shares
based on the closing price on the date of exercise of a share of Common Stock on
the American Stock Exchange (or, if not then listed or traded thereon, on the
closing price on the principal exchange or system on which the Common Stock is
then listed or traded, or, if not then listed or traded on such exchange or
system, the mean of the closing bid and asked prices on an automated quotation
system, or, if such quotations are not available, such value as may be
determined in good faith by the Company's Board of Directors, which
determination shall be conclusively binding on the parties). Notwithstanding any
changes in the Purchase Price or the number of Warrant Shares, this Warrant, and
any Warrants issued in replacement or upon transfer thereof, may continue to
state the initial Purchase Price and the initial number of Warrant Shares.
Alternatively, the Company may elect to issue a new Warrant or Warrants of like
tenor for the additional shares of Common Stock purchasable hereunder or, upon
surrender of the existing Warrant, to issue a replacement Warrant evidencing all
the Warrant Shares to which the Holder is entitled after such adjustments.
5. COVENANTS. The Company agrees that:
5.1 RESERVATION OF STOCK. During the period in which this Warrant may be
exercised, the Company will reserve sufficient authorized but unissued
securities (and, if applicable, property) to enable it to satisfy its
obligations on exercise of this Warrant. If at any time the Company's authorized
securities shall not be sufficient to allow the exercise of this Warrant, the
Company shall take such corporate action as may be necessary to increase its
authorized but unissued securities to be sufficient for such purpose;
5.2 NO LIENS, ETC. All securities that may be issued upon exercise of
this Warrant will, upon issuance, be validly issued, fully paid, nonassessable
and free from all taxes, liens and charges with respect to the issue thereof,
and shall be listed on any exchanges on which that class of securities is
listed;
5.3 NO DIMINUTION OF VALUE. The Company will not take any action to
terminate this Warrant or to diminish it in value;
5.4 FURNISH INFORMATION. The Company will promptly deliver to the Holder
upon request copies of all financial statements, reports and proxy statements
which the Company shall have sent to its stockholders generally; and
5.5 STOCK AND WARRANT TRANSFER BOOKS. Except upon dissolution,
liquidation or winding up or for ordinary holidays and weekends, the Company
will not at any time
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close its stock or warrant transfer books so as to result in preventing or
delaying the exercise or transfer of this Warrant.
6. REDEMPTION.
6.1 OPTION TO REDEEM. At any time after commencement of the Exercise
Period, the Company may, at its option, elect to redeem all (but not part) of
this Warrant at $.10 (subject to adjustment in the same manner as provided in
Section 4) per Warrant provided that the average closing price of the Common
Stock over 30 consecutive business days exceeded $15.60 per share (subject to
adjustment as provided in Section 4). For purposes of this Section 6, "closing
price" shall mean the closing price per share of Common Stock on the American
Stock Exchange or, if not then listed or traded thereon, on the closing price on
the principal exchange or system on which the Common Stock is then listed or
traded, or, if not then listed or traded on such exchange or system, the mean of
the closing bid and asked prices on an automated quotation system. If the Common
Stock is not so traded or listed during such 30-day period, the Company may not
exercise its rights under this Section 6 to redeem the Warrant.
6.2 NOTICE OF REDEMPTION. If the Company elects to redeem the Warrant,
it shall mail a notice of redemption to the registered Holder by first class
mail, postage prepaid, at his last address as reflected on the Company's
records. Any notice mailed in the manner provided herein shall be conclusively
presumed to have been duly given whether or not actually received by the
registered Holder.
6.3 CONTENTS OF NOTICE. The notice of redemption shall specify the
redemption price, a date fixed for redemption at least 15 days after the date
such notice was sent, the place where the Warrant Certificate shall be delivered
and the redemption price shall be paid, and that the right to exercise the
Warrant shall terminate at 5:00 p.m., Los Angeles time, on the business day
immediately preceding the date fixed for redemption. The date fixed for the
redemption of the Warrant shall be the "REDEMPTION DATE."
6.4 EFFECT OF REDEMPTION. Any right to exercise a Warrant shall
terminate at 5:00 p.m., Los Angeles time, on the business day immediately
preceding the Redemption Date. On and after the Redemption Date, the Holder
shall have no further rights except to receive, upon surrender of the Warrant,
the redemption price.
7. STATUS OF HOLDER.
7.1 NOT SHAREHOLDER. Unless the Holder exercises this Warrant in
writing, the Holder shall not be entitled to any rights (i) as a stockholder of
the Company with respect to the shares as to which the Warrant is exercisable
including, without limitation, the right to vote or receive dividends or other
distributions, or (ii) to receive any notice of any proceedings of the Company
except as otherwise provided in this Warrant.
7.2 LIMITATION OF LIABILITY. Unless the Holder exercises this Warrant in
writing, the Holder's rights and privileges hereunder shall not give rise to any
liability for the Purchase Price or as a stockholder of the Company, whether to
the Company or its
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creditors.
8. GENERAL PROVISIONS.
8.1 COMPLETE AGREEMENT; MODIFICATIONS. This Warrant and any documents
referred to herein or executed contemporaneously herewith constitute the
parties' entire agreement with respect to the subject matter hereof and
supersede all agreements, representations, warranties, statements, promises and
understandings, whether oral or written, with respect to the subject matter
hereof. This Warrant may not be amended, altered or modified except by a writing
signed by the parties hereto.
8.2 ADDITIONAL DOCUMENTS. Each party hereto agrees to execute any and
all further documents and writings and to perform such other actions which may
be or become necessary or expedient to effectuate and carry out this Warrant.
8.3 NOTICES. Except as otherwise provided herein, all notices under this
Warrant shall be in writing and shall be delivered by personal service or
telecopy or certified mail (if such service is not available, then by first
class mail), postage prepaid, to the Company's principal business address, and
the Holder's last address as set forth in the Warrant transfer records of the
Company. Any notice sent by certified mail shall be deemed to have been given
three (3) days after the date on which it is mailed. All other notices shall be
deemed given when received. No objection may be made to the manner of delivery
of any notice actually received in writing by an authorized agent of a party.
8.4 NO THIRD-PARTY BENEFITS; SUCCESSORS AND ASSIGNS. None of the
provisions of this Warrant shall be for the benefit of, or enforceable by, any
third-party beneficiary. Except as provided herein to the contrary, this Warrant
shall be binding upon and inure to the benefit of the parties, their respective
successors and permitted assigns.
8.5 GOVERNING LAW. This Agreement will be governed by Delaware
substantive law, regardless of the choice of law provisions of any jurisdiction.
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8.6 WAIVERS STRICTLY CONSTRUED. With regard to any power, remedy or
right provided herein or otherwise available to any party hereunder (i) no
waiver or extension of time shall be effective unless expressly contained in a
writing signed by the waiving party; and (ii) no alteration, modification or
impairment shall be implied by reason of any previous waiver, extension of time,
delay or omission in exercise, or other indulgence.
8.7 SEVERABILITY. The validity, legality or enforceability of the
remainder of this Warrant shall not be affected even if one or more of its
provisions shall be held to be invalid, illegal or unenforceable in any respect.
8.8 ATTORNEYS' FEES. Should any litigation or arbitration be commenced
(including any proceedings in a bankruptcy court) between the parties hereto or
their representatives concerning any provision of this Warrant or the rights and
duties of any person or entity hereunder, the party or parties prevailing in
such proceeding shall be entitled, in addition to such other relief as may be
granted, to the attorneys' fees and court costs incurred by reason of such
litigation.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its authorized officer.
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
Dated: _________ ___, 1995 By:_______________________________
Fred H. Deindoerfer
President
ATTEST:
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Eduardo Benmaor
Secretary
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SUBSCRIPTION FORM
(To be executed if Holder desires
to exercise the Warrant Certificate)
The undersigned hereby irrevocably exercises this Warrant to purchase
____________ shares of Common Stock and herewith makes payment of $___________
in payment of the Purchase Price thereof on the terms and conditions specified
in this Warrant Certificate, surrenders this Warrant Certificate and all right,
title and interest herein to the Company and directs that the Warrant Shares
deliverable upon the exercise of such Warrants be registered in the name and at
the address specified below and delivered thereto.
Name____________________________________________
(Please Print or Type)
Address__________________________________________
City, State and Zip Code____________________________
Taxpayer Identification
or Social Security Number_________________________
Dated:________________ ____________________________________
Signature of Registered Holder
NOTICE
The signature to the foregoing Subscription Form must correspond to the
name as written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever.
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WARRANT ASSIGNMENT FORM
(To be executed by the Holder if such Holder desires
to transfer the Warrant Certificate.)
FOR VALUE RECEIVED, ___________________ hereby sells, assigns and
transfers to:
Name____________________________________________
(Please Print)
Address__________________________________________
City, State and Zip Code____________________________
Taxpayer Identification
or Social Security Number_________________________
the right to purchase up to ____________________ Warrant Shares represented by
this Warrant Certificate and does hereby irrevocably constitute and appoint
______________________________________________________________ to transfer said
Warrant on behalf of the Company, with full power of substitution in the
premises.
Dated:________________ ____________________________________
Signature of Registered Holder
NOTICE
The signature to the foregoing Warrant Assignment Form must correspond to
the name as written upon the face of this Warrant Certificate in every
particular, without alteration or enlargement or any change whatsoever.