EXH10-12
THIS INSTRUMENT AND THE SHARES OF STOCK INTO WHICH IT IS EXERCISABLE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT
AN EFFECTIVE REGISTRATION UNDER SUCH ACT UNLESS IN AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS THEN AVAILABLE.
STOCK WARRANT CERTIFICATE
December 5, 1990 Warrant to Purchase
100,000 Shares of Common Stock
Warrant to Purchase Common Stock
of AUTOMATED LIGHT TECHNOLOGIES, INC.
This is to certify that, FOR VALUE RECEIVED, CONNECTICUT DEVELOPMENT AUTHORITY,
a body politic and corporate constituting public instrumentality and political
subdivision of the State of Connecticut, its successors and assigns ("Holder"),
is entitled to purchase, subject to the provisions of this Warrant, from
AUTOMATED LIGHT TECHNOLOGIES, INC., a Delaware corporation (the "Company"), One
Hundred Thousand (100,000) shares of common stock, $.01 par value, of the
Company ("Common Stock") at a price of ONE HUNDRED FIFTY THOUSAND DOLLARS
($150,000.00) (the "Exercise Price") and in consideration of a loan in the
amount of THREE HUNDRED THOUSAND DOLLARS ($300,000.00) made by the Holder to the
Company of even date herewith (the "Loan").
Section I. EXERCISE OF WARRANT. Subject to and in accordance with the
provisions of Section V hereof, this Warrant may be exercised in whole or in
part at any time, or from time to time, on or after December 5, 1990 but not
later than 3:30 p.m. Eastern Standard Time on January l, 1998, or if January l,
1998 is a day on which banking institutions are authorized by law to close, then
on the next succeeding day which shall not be such a day, by presentation and
surrender to the Company of this Warrant together with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price with all
federal and state taxes, if any, applicable upon such exercise. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant and at its expense, execute and deliver a new Warrant evidencing the
right of the Holder to purchase the balance of the shares purchasable hereunder.
Upon receipt by the Company of this Warrant at the office of the Company in
proper form for exercise, accompanied by payment of the Exercise Price and
requisite taxes, if any, the Company shall forthwith issue and deliver, or cause
to be issued and delivered, to the Holder as soon as practicable, but in any
event within thirty (30) days, a certificate or certificates for the shares of
Common Stock issuable upon such exercise. The exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of
business on the business day on which this Warrant is surrendered to the
Company, and at such time the person in whose name the certificate for shares of
Common Stock shall be issuable upon such exercise shall be deemed to have become
the holder of record of such Common Stock.
Section II. ADJUSTMENTS.
(a) Adjustment for Stock Splits and Combinations. If the Company shall
at any time, or from time to time, after the date hereof, effect a subdivision
of its outstanding capital stock ("Common Stock") then, at the option of the
Holder, (I) the Exercise Price then in effect immediately before that
subdivision shall be proportionately decreased and (ii) the number of shares of
Common Stock issuable upon the exercise of this Warrant (the "Number of Issuable
Shares") shall be proportionately increased, and conversely, if the Company
shall at any time, or from time to time, after the date hereof, combine its
outstanding shares of Common Stock, then, at the option of the Holder, (I) the
Exercise Price then in effect immediately before the combination shall be
proportionately increased and (ii) the Number of Issuable Shares shall be
proportionately decreased. Any adjustment under this Subsection (a) shall become
effective at the close of business on the day any such subdivision or
combination becomes effective. In the event that the Holder fails to make such
election on or before the effective date of such subdivision or combination,
then Holder shall be deemed to have selected option (I).
(b) Adjustment for Certain Dividends and Distributions. If the Company
at any time, or from time to time, after the date hereof, shall make or issue,
or fix a record date for the determination of holders of Common Stock entitled
to receive, a dividend or other distribution payable, in additional shares of
Common Stock, then, and in each such event, at the option of the Holder:
(i) the Exercise Price then in effect shall be decreased as of the date of such
issuance or, at the time or upon the event such a record date shall have been
fixed, as of the close of business on such record date (the "Record Date") by
multiplying the Exercise Price then in effect by a fraction, determined as
follows:
(x) the numerator of which shall be the total number of shares of
Common Stock issued and outstanding immediately prior to the Record Date plus
the number of shares that Holder is entitled to upon full exercise of this
Warrant: and
(y) the denominator of which shall be the total number of shares of
Common Stock issued and outstanding immediately prior to the Record Date plus
the number of shares that Holder is entitled to upon full exercise of this
Warrant Rules the number
of shares of Common Stock issuable in payment of such dividend or distribution,
and
(ii) the Number of Issuable Shares shall be increased to equal the number
derived by dividing the Exercise Price by the adjusted Exercise Price which
would result after application of subsection (i) above.
For purposes of this Subsection (b), If such Record Date shall have been fixed
and such dividend is not fully paid or if such distribution is not fully made on
the date fixed therefor, the Exercise Price or--the Number of Issuable Shares,
as the case may be, shall be recomputed accordingly as of the close of business
on such Record Date, and thereafter the Exercise Price or the Number of Issuable
Shares, as the case may be, shall be adjusted pursuant to this Subsection (b) as
of the day and time that each actual payment of such dividends or distributions
is made.
(c) Adjustment for Reclassification, Exchange and Substitution. If the
Common Stock issuable upon the exercise hereof shall be changed into the same or
a different number of shares of any class or classes of stock, whether by
reclassification, exchange, substitution or other transaction having similar
effect (other than a subdivision or combination of shares or stock dividend
provided for above, or a reorganization, merger, consolidation, or sale of
assets provided for elsewhere in this Section II) then, and in each such event,
the Holder shall have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock and other securities and property
receivable upon such reclassification, exchange, substitution or other
transaction having similar effect as did or shall the holders of shares of the
Common Stock as of the day immediately prior to the day that such
reclassification, exchange or substitution is or becomes effective, all subject
to further adjustment as provided in subparagraphs a, b, d and e herein, if
applicable.
(d) Reorganization, Mergers, Consolidations or Sale of Assets. If at
any time, or from time to time, there shall be (other than a subdivision,
combination, reclassification, exchange, substitution of shares provided for
elsewhere {n this Section II) a capital reorganization involving a merger or
consolidation of the Company with or into another corporation, or the sale or
transfer (a "Sale") of all or substantially all of the Company's properties and
assets to any other person; then, as a part of such reorganization, merger,
consolidation or Sale, adequate provision shall be made so that the Holder shall
thereafter be entitled to receive, upon exercise hereof, the number of shares of
stock or other securities or property of the Company, or of the successor
corporation, resulting from such reorganization, merger, consolidation or Sale,
as to which a holder of Common Stock deliverable upon the ultimate exercise
hereof would have been entitled to receive as a result of such capital
reorganization, merger, consolidation or Sale. In the
case of a Sale in which the Company receives a cash payment equal to that which
a holder of Common Stock deliverable upon the ultimate exercise hereof would
have been entitled to receive as a result of such Sale less the Exercise Price.
In any such case, appropriate adjustment shall be made in the application of the
provisions of this Section II with respect to the rights of the Holder after the
reorganization, merger, consolidation or Sale to the end that the provisions of
this Section II (including adjustment of the Exercise Price then in effect and
the number of shares issuable upon exercise hereof) shall be applicable after
any such event as nearly equivalent as may be practicable.
(e) Adjustment for Issuance of New Shares. If the Company at any time,
or from time to time, after the date hereof, shall issue additional shares of
Common Stock (other than a subdivision, combination, reclassification, exchange,
substitution of shares, reorganization, merger, consolidation or Sale provided
for elsewhere in this Section II) at a less than the Exercise Price then, and in
each such event:
(i) the Exercise Price then in effect shall be decreased as of the date of such
issuance (the "issuance Date") by multiplying the Exercise Price then in effect
by a fraction, determined as follows:
(x) the numerator of which shall be the total number of shares of
Common Stock issued immediately prior to the Issuance Date plus the number of
shares that Holder is entitled to upon full exercise of this Warrant: and
(y) the denominator of which shall be the total number of shares of
Common Stock issued immediately prior to the Issuance Date plus the number of
shares that Holder is entitled to upon full exercise of this Warrant plus the
number of new shares issued as of the Issuance Date and
(ii) the Number of Issuable Shares shall be increased to equal the number
derived by dividing the Exercise Price by the adjusted Exercise Price which
would result after application of subsection (i) above.
If the Company shall at any time, or from time to time, after the date hereof,
issue additional shares of Common Stock not otherwise described elsewhere in
this Section at a price equal to or greater than the Exercise Price then in
effect , then, and in each such event, the Number of Issuable Shares shall be
increased to equal the number derived by multiplying the number of shares which
Holder is entitled to purchase pursuant to this Warrant by a fraction, the
numerator of which shall be the total number of shares of Common Stock issued
immediately prior to the Issuance Date plus the number of new shares issued as
of the Issuance Date and the denominator of which shall be the total number of
shares of Common Stock issued immediately prior to the Issuance Date. If such
shares are issued at a price greater than three Dollars
($3.00) per share, then the Exercise Price for such additional shares which
Holder is entitled to purchase as a result of the adjustment set forth herein
shall equal the issuance price of such shares. If such shares are issued at a
price equal to or less than Three Dollars ($3.00) per share, then the exercise
Price for the additional shares which Holder is entitled to purchase as a result
of the adjustment set forth herein shall equal the then existing Exercise Price.
If, at the time a public offering is made of the Common Stock of the Company,
the Company demonstrates to Holder that the provisions of this subsection would
have a material, adverse impact on the Company's ability to make such public
offering, then Holder agrees that it shall negotiate in good faith with the
Company to amend this subsection to provide Holder with a similar position to
that provided by this subsection while ameliorating the impediment to the public
offering.
Section III. RESERVATION OF SHARES; REGISTRATION RIGHTS. The Company
hereby agrees that at all times during the terms of this Warrant there shall be
reserved for issuance such number of shares of its Common Stock as shall be
required to be issued upon exercise of this Warrant. The Company also agrees
that, in the event it registers any of its shares of stock, whatever type, with
the Securities and Exchange Commission, it shall include as part of such
registration, and at no cost to the Holder, any shares of Common Stock which may
be reserved by the Company as required by this Warrant and any shares of Common
Stock which may have been issued to the Holder pursuant to the terms of this
Warrant. If the managing underwriter determines that marketing factors require a
limitation on the number of shares to be underwritten, the managing underwriter
may limit the number of shares of Common Stock to be issued to or issued to the
Holder pursuant to this Warrant to be included in the registration of Common
Stock. The Common Stock held by officers, directors and employees of the Company
shall be excluded from registration before limiting the number of shares of the
Holder to be included therein. If after excluding the shares of the officers,
directors and employees of the Company a limitation is still required, then such
limitation shall be allocated proportionally among all shareholders wishing to
sell their shares of Common Stock pursuant to contractual rights to include
their shares in a Company registration.
Section IV. FRACTIONAL SHARES. This Warrant may be exercised only for a
whole number of shares of Common Stock, and no fractional shares or scrip
certificate representing fractional shares shall be issuable upon the exercise
of this Warrant.
Section V. STOCKHOLDERS' RIGHTS. Until the valid exercise of this
Warrant and as provided herein, in whole or in part, the Holder shall not be
entitled to any rights of a stockholder.
Section VI. COMPLIANCE WITH SECURITIES ACT; DISPOSITION OF WARRANT
OR SHARES OF COMMON STOCK; RIGHT OF REDEMPTION.
(a) Compliance with Securities Act. The Holder, by acceptance hereof,
agrees that this Warrant and the shares of Common Stock to be issued upon
exercise hereof are being acquired for investment and that the Holder will not
offer, sell or otherwise dispose of this Warrant or any shares of Common Stock
to be issued upon exercise hereof except under circumstances which will not
result in a violation of the Securities Act of 1933, as amended (the "Act") or
the securities laws of any state. This Warrant (to the extent applicable) and
all shares of Common Stock issued upon exercise of this Warrant (unless either
is registered under the Act) shall be stamped or imprinted with restrictive
legend as appears hereon.
(b) Disposition of Warrant and Shares. With respect to any offer, sale,
transfer, assignment or other disposition of this Warrant or any shares of
Common Stock acquired pursuant to the exorcise of this Warrant prior to
registration of such shares, the Holder and each subsequent holder of the
warrant agrees to give written notice to the Company prior thereto, describing
briefly the manner thereof, together with the written opinion of counsel
satisfactory to the Company, to the effect that such offer, sale , transfer,
assignment or other disposition may be effected without registration or
qualification (under the Act as then in effect or any federal or state law then
in effect) of this Warrant or such shares of Common Stock, and indicating
whether or not under the Act certificates for this Warrant or such shares of
Common Stock to be sold or otherwise disposed of require any restrictive legend
as to applicable restrictions on transferability in order to ensure compliance
with the Act. Each certificate representing this Warrant or the shares of Common
Stock thus transferred (except a transfer pursuant to Rule 144) shall bear a
legend as to the applicable restriction on transferability in order to ensure
compliance with the Act, unless in the aforesaid opinion of counsel satisfactory
to the Company, such legend is not required in order to ensure compliance with
the Act. The Company may issue stop transfer instructions to its transfer agent
in connection with the foregoing restrictions.
(c) Right of Redemption. At any time between January 1, 1996 and
January 1, 1998 (or if January 1, 1998 is a day on which banking institutions
are authorized by law to close, then on the next succeeding day which shall not
be such a day), the Holder shall have the right to elect, at its option, to
require the Company to redeem this Warrant or, if applicable, any shares of
Common Stock acquired pursuant to the exercise of this Warrant; provided,
however, that in the event registration of such shares shall occur prior to
January 1, 1996 the Holder may immediately elect to exercise its right of
redemption hereunder. The redemption price (the "Redemption Price") for this
Warrant shall
be One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) and for all of
the shares shall be Three Hundred Thousand and No/100 Dollars ($300,000.00). An
election by the Holder under this subsection (c) may be made at any time after
January 1, 1996 or sooner as provided for herein and, if made, shall be set
forth in a written redemption notice delivered to the Company (the "Redemption
Notice"). The Redemption Notice shall specify a date on which the redemption is
to occur (the "Redemption Date"), which date shall be no less than thirty (30)
days from the date of the delivery of the redemption Notice.
If, for any reason, including but not limited to the unavailability of
funds legally required to do so, the Company is legally unable to effect a
redemption on Redemption Date, such Redemption Date shall be extended until such
time as the Company shall have made the redemption in full, the Company being
obligated to make redemption(s) in whole or in part not earlier than ten (10)
days nor later than twenty (20) days from each date on which it becomes legally
able to do so; provided, however, that if the Company is unable to effect a
redemption within ninety (90) days of the Redemption Date the Holder, at its
option, and without relieving the Company of its redemption obligation, may
exercise any right which it may have to offer, sell or otherwise dispose of all
or part of the Warrant or the shares of Common Stock held by it.
Section VII. REPLACEMENT OF WARRANTS. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant or any subsequent Warrant and receipt of an indemnity
agreement reasonably satisfactory to the Company, the Company at its expense,
will execute and deliver a new Warrant of like tenor.
Section VIII. APPLICABLE LAW. This Warrant shall be governed by and
construed in accordance with the laws of the State of Connecticut.
Section IX. DEFAULT IN LOAN AGREEMENT. In the event that the Company
fails to comply with the provisions of Paragraph 3(j) of the Loan Agreement
between the Company and Holder executed as of even date herewith, then the
number of shares that Holder is entitled to purchase hereunder shall increase to
200,000 and the redemption price shall increase to $300,000.00 for the
redemption of the Warrant and $600,000.00 for the redemption of the Common Stock
issued pursuant to this Warrant.
COMPANY:
AUTOMATED LIGHT TECHNOLOGIES, INC.
By:
------------------------------
MOHD A. ASLAMI
Its President,
Duly Authorized
Dated as of December 5, 1990
PURCHASE FORM
100,000 Shares
AUTOMATED LIGHT TECHNOLOGIES, INC.
a Delaware corporation
The undersigned, being the Holder of a Stock Warrant Certificate (the "Warant"),
dated December ___, 1990, entitling the Holder to purchase, on or before January
1, 1998, at 3:30 p.m., One Hundred Thousand (100,000) shares of Common Stock,
$.01 par value of the above corporation at a price of $150,000.00, upon
presentation of this purchase form and payment of the applicable purchase price
at the office of the Company subject to the provisions of the Warrant, this
purchase ______ shares of such Common Stock by presentation of the Warrant, this
purchase form and $_________in full payment of the purchase price for such
shares of Common Stock.
Dated_____________________, 199___.
CONNECTICUT DEVELOPMENT AUTHORITY
By:______________________________