SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of
December 23, 2003 by and between LensCard Corporation, a Delaware corporation
(the "Company"), and the purchaser whose name and address is set forth on the
signature page hereto ("Purchaser").
RECITALS
WHEREAS, pursuant to that certain Subscription Application of Purchaser
dated of even date hereof (the "Subscription Application"), an executed copy of
which is attached hereto as Exhibit A, the Company desires to sell to Purchaser
and Purchaser desires to purchase securities from the Company as set forth
herein, subject to the terms and conditions of this Agreement and the other
documents or instruments contemplated hereby.
NOW, THEREFORE, the parties hereto hereby agree as follows:
AGREEMENT
1. Sale and Issuance of Common Stock and Warrant.
At the Closing (as defined in Section 2.1), the Company shall sell to
Purchaser, and Purchaser shall purchase from the Company, 500,000 shares of the
Company's restricted common stock (the "Common Stock") at a purchase price of
$0.10 per share and warrants for the Purchaser to purchase an additional
2,400,000 shares of the Company's common stock in accordance with the terms and
conditions of a warrant agreement a form of which is attached hereto as Exhibit
B (the "Warrant;" collectively with the Common Stock, the "Securities"), subject
to the terms and conditions of this Agreement. Subject to the terms and
conditions of this Agreement, the Company has authorized the sale and issuance
(the "Issuance") to Purchaser of the Securities.
2. The Closing; Closing Contingencies.
2.1 Subject to Section 2.3 below, the closing of the Issuance to Purchaser
(the "Closing") shall take place simultaneously with the closing of the
Preferred Stock Purchase as defined in Section 2.3 below.
2.2 At the Closing, the Escrow Agent (as defined in Section 8 below) shall
deliver (i) to Purchaser a stock certificate representing the Common Stock, the
originally executed Warrant and fully executed copies of this Agreement (the
"Transaction Documents,"), and (ii) to the Company a certified bank check or
wire transfer in the amount of $50,000 and fully executed copies of the
Transaction Documents.
2.3 The Closing is contingent on: (i) Purchaser introducing to the Company
potential investors ("Investors"); and (ii) such Investors, and/or one or more
investment funds controlled by or affiliated with Purchaser, purchase a minimum
of $1,500,000 of the Company's Series A Convertible Preferred Stock at $1.00 per
share before February 1, 2004 (the "Preferred Stock Purchase").
3. Representations and Warranties of the Company.
The Company hereby represents and warrants to Purchaser as of the Closing
as follows:
3.1 Organization and Qualification. Each of the Company and its
subsidiaries, if any (collectively, the "Subsidiaries" and individually, the
"Subsidiary"), is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization (as applicable), with the requisite power and
authority to own and use its properties and assets and to carry on its business
as currently conducted. Neither the Company nor any Subsidiary is in violation
of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter documents. Each of the
Company and the Subsidiaries is duly qualified to do business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which
the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, could not, individually or in the aggregate: (i)
adversely affect the legality, validity or enforceability of the Transaction
Documents, (ii) have or result in or be reasonably likely to have or result in a
material adverse effect on the results of operations, assets, prospects,
business or condition (financial or otherwise) of the Company and the
Subsidiaries, taken as a whole, or (iii) adversely impair the Company's ability
to perform fully on a timely basis its obligations under any of the Transaction
Documents (any of (i), (ii) or (iii), a "Material Adverse Effect").
3.2 Authorization of Agreement, Etc. The execution, delivery and
performance by the Company of this Agreement have been duly authorized by all
requisite corporate action by the Company; and this Agreement has been duly
executed and delivered by the Company. This Agreement, when executed and
delivered by the Company, constitutes the valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting creditors' rights and remedies
generally, and subject as to enforceability to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity).
3.3 No Conflicts. The execution, delivery and performance of the
Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated thereby do not and will not: (i) conflict with or
violate any provision of the Company's or any Subsidiary's certificate or
articles of incorporation, bylaws or other organizational or charter documents,
or (ii) subject to obtaining the Required Approvals (as defined below), conflict
with, or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time
or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to
which the Company or any Subsidiary is a party or by which any property or asset
of the Company or any Subsidiary is bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which the Company or
a Subsidiary is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such
as could not, individually or in the aggregate, have or result in a Material
Adverse Effect.
2
3.4 Filings, Consents and Approvals. Neither the Company nor any
Subsidiary is required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other
federal, state, local or other governmental authority or other Person in
connection with the execution, delivery and performance by the Company of the
Transaction Documents, other than (i) the filing with the Commission of the
Registration Statement and (ii) the filing of Form D with the Commission and
such filings as are required to be made under applicable state securities laws.
3.5 Issuance of the Securities. The Securities are duly authorized and,
when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and non assessable, free
and clear of all Liens. The Company has reserved from its duly authorized
capital stock a sufficient number of shares of Common Stock for issuance of the
Securities issuable at the Closing.
3.6 Litigation. There is no action, suit, inquiry, notice of violation,
proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their
respective properties before or by any court, arbitrator, governmental or
administrative agency or regulatory authority (federal, state, county, local or
foreign) (collectively, an "Action") which: (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or
the Securities or (ii) could, if there were an unfavorable decision,
individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect. Neither the Company nor any Subsidiary, nor any
director or officer thereof, is or has been the subject of any Action involving
a claim of violation of or liability under federal or state securities laws or a
claim of breach of fiduciary duty.
3.7 Compliance. Neither the Company nor any Subsidiary: (i) is in default
under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the
Company or any Subsidiary under), nor has the Company or any Subsidiary received
notice of a claim that it is in default under or that it is in violation of, any
indenture, loan or credit agreement or any other agreement or instrument to
which it is a party or by which it or any of its properties is bound (whether or
not such default or violation has been waived), (ii) is in violation of any
order of any court, arbitrator or governmental body, or (iii) is or has been in
violation of any statute, rule or regulation of any governmental authority,
except in each case as could not, individually or in the aggregate, have or
result in a Material Adverse Effect.
3.8 Labor Relations. No material labor dispute exists or, to the knowledge
of the Company, is imminent with respect to any of the employees of the Company.
3.9 Title to Assets. The Company and the Subsidiaries have good and
marketable title in fee simple to all real property owned by them that is
material to the business of the Company and the Subsidiaries and good and
marketable title in all personal property owned by them that is material to the
business of the Company and the Subsidiaries, in each case free and clear of all
Liens, except for Liens as do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of
such property by the Company and the Subsidiaries. Any real property and
facilities held under lease by the Company and the Subsidiaries are held by them
under valid, subsisting and enforceable leases of which the Company and the
Subsidiaries are in compliance.
3
3.10 Patents and Trademarks. Schedule 3.10 lists all of the Company and
the Subsidiaries' patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, licenses and other similar
rights (collectively, the "Intellectual Property Rights"). Neither the Company
nor any Subsidiary has received a written notice that the Intellectual Property
Rights used by the Company or any Subsidiary violates or infringes upon the
rights of any Person. To the knowledge of the Company, all such Intellectual
Property Rights are enforceable and there is no existing infringement by another
Person of any of the Intellectual Property Rights.
3.11 Insurance. The Company and the Subsidiaries are insured by insurers
of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which the Company and
the Subsidiaries are engaged. Copies of the Company's insurance contracts and
policies shall be delivered to Purchaser upon Purchaser's request. Neither the
Company nor any Subsidiary has any reason to believe that it will not be able to
renew its existing insurance coverage as and when such coverage expires or to
obtain similar coverage from similar insurers as may be necessary to continue
its business without a significant increase in cost.
3.12 [intentionally omitted]
3.13 Internal Accounting Controls. The Company and the Subsidiaries
maintain a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with
management's general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management's general
or specific authorization, and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.
3.14 Disclosure. The Company understands and confirms that the Purchaser
will rely on the foregoing representations in effecting transactions in
securities of the Company. All disclosure provided to the Purchaser regarding
the Company, its business and the transactions contemplated hereby, furnished by
or on behalf of the Company with respect to the representations and warranties
made herein are true and correct with respect to such representations and
warranties and do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading.
3.15 Tax Status. The Company and each of its Subsidiaries has made or
filed all federal, state and foreign income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company and each of its Subsidiaries has set aside
on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and has set aside on its books provisions reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim. The Company has not executed a
waiver with respect to the statute of limitations relating to the assessment or
collection of any foreign, federal, statue or local tax. None of the Company's
tax returns is presently being audited by any taxing authority.
4
3.16 No Disagreements with Accountants and Lawyers. There are no
disagreements of any kind presently existing, or reasonably anticipated by the
Company to arise, between the accountants and lawyers formerly or presently
employed by the Company and the Company is current with respect to any fees owed
to its accountants and lawyers.
4. Representations and Warranties of Purchaser.
Purchaser hereby represents and warrants to the Company as of the Closing
as follows:
4.1 Authorization of the Agreement.
Purchaser has all requisite power and authority (corporate or otherwise)
to execute, deliver and perform the Subscription Application and this Agreement
(sometimes referred to hereinafter collectively as the "Financing Documents")
and the transactions contemplated thereby and hereby, and the execution,
delivery and performance by Purchaser of the Financing Documents have been duly
authorized by all requisite action by Purchaser and each such Financing
Document, when executed and delivered by Purchaser, constitutes a valid and
binding obligation of Purchaser, enforceable against Purchaser in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws affecting creditors'
rights and remedies generally, and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).
4.2 Investment Representations. All of the representations, warranties and
information of Purchaser provided in the Subscription Application are
incorporated herein and made a part hereof by this reference and shall be true
at the Closing with the same effect as though made at the Closing.
5. Brokers and Finders.
The Company shall not be obligated to pay any commission, brokerage fee or
finder's fee based on any alleged agreement or understanding between
Purchaser and a third person in respect of the transactions contemplated
hereby. Purchaser hereby agrees to indemnify the Company against any claim
by any third person for any commission, brokerage or finder's fee or other
payment with respect to this Agreement or the transactions contemplated
hereby based on any alleged agreement or understanding between Purchaser
and such third person, whether express or implied from the actions of
Purchaser.
5
6. Indemnifications.
6.1 Company Indemnification. The Company will indemnify and hold the
Purchaser and its directors, officers, shareholders, partners, employees and
agents (each, a "Purchaser Party") harmless from any and all losses,
liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable
attorneys' fees and costs of investigation that any such Purchaser Party may
suffer or incur as a result of or relating to any misrepresentation, breach or
inaccuracy of any of the representations, warranties, covenants or agreements
made by the Company in this Agreement or in the other Transaction Documents
6.2 Purchaser Indemnification. Purchaser hereby agrees to indemnify and
defend (with counsel acceptable to the Company) the Company and its officers,
directors, employees and agents and hold them harmless from and against any and
all liability, loss, damage, cost or expense, including costs and reasonable
attorneys' fees, incurred on account of or arising from:
(i) Any breach of or inaccuracy in Purchaser's representations, warranties
or agreements herein or in the Subscription Application; and
(ii) Any action, suit or proceeding based on a claim that any of
Purchaser's representations and warranties in the Subscription Application were
inaccurate or misleading, or otherwise cause for obtaining damages or redress
from the Company or any officer, director, employee or agent of the Company
under the Securities Act.
7. Registration Rights.
If the Company at any time proposes for any reason to register its restricted
common stock under the Securities Act of 1933, as amended (the "Act") (other
than on Form S-4 or Form S-8 promulgated under the Act or any successor forms
thereto), including, without limitation, as required by Section 12 of that
certain New Lenscard Transaction Summary dated June 13, 2003, it shall include
in such registration all of the Common Stock on the same terms and conditions as
the securities otherwise being registered in such registration.
8. Escrow Agent.
Purchaser understands that the Company has appointed the law firm
Xxxxxxxxxx & Xxxxx, LLP to serve as the escrow agent (the "Escrow Agent") for
the transactions contemplated by this Agreement. The Escrow Agent is
concurrently acting as the Company's legal counsel and all fees and expenses
incurred by the Escrow Agent shall be paid by the Company. Purchaser agrees and
acknowledges that the duties of the Escrow Agent are only ministerial in nature,
and the Escrow Agent shall incur no liability except for gross negligence or bad
faith. The Escrow Agent is hereby instructed to receive (i) the purchase price
of the investment to be deposited by Purchaser at the Closing and held in an
attorney trust account designated by the Escrow Agent; (ii) the Securities in
proper form (in the name of Purchaser and in the correct amount) and (iii)
original or copies of signature pages of this Agreement and any other
Transaction Documents. At the Closing, and upon receipt of the aforementioned
items, the Escrow Agent shall (x) release the deposited funds along with
original or copies of the signature pages to this Agreement and any other
Transaction Documents to the Company; and (y) shall release the Common Stock
certificate(s) and the originally executed Warrant along with copies of the
signature pages to this Agreement and any other Transaction Documents to
Purchaser.
6
9. Successors and Assigns.
This Agreement shall bind and inure to the benefit of the Company,
Purchaser and their respective successors and assigns.
10. Entire Agreement.
This Agreement and the other writings and agreements referred to in this
Agreement or delivered pursuant to this Agreement contain the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings among the parties with
respect thereto.
11. Notices.
All notices, demands and requests of any kind to be delivered to any party
in connection with this Agreement shall be in writing and shall be deemed to
have been duly given if personally delivered or if sent by
internationally-recognized overnight courier or by registered or certified mail,
return receipt requested and postage prepaid, addressed as follows: if to the
Company, to:
LensCard Corporation
00000 Xxxxxxxx Xxxx. Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Telecopier: (000) 000-0000
with a copy to:
Xxxxxxxxxx & Xxxxx LLP
00000 Xxxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xxxxx Xxxxxxxxx, Esq.
if to Purchaser, to:
the address of Purchaser set forth on the signature page hereto;
7
or to such other address as the party to whom notice is to be given may
have furnished to the other parties to this Agreement in writing in accordance
with the provisions of this Section. Any such notice or communication shall be
deemed to have been received (i) in the case of personal delivery, on the date
of such delivery, (ii) in the case of internationally-recognized overnight
courier, on the next business day after the date when sent and (iii) in the case
of mailing, on the third business day following that on which the piece of mail
containing such communication is posted.
12. Amendments.
This Agreement may not be modified or amended, or any of the provisions of
this Agreement waived, except by written agreement of the Company and Purchaser.
13. Governing Law; Waiver of Jury Trial.
All questions concerning the construction, interpretation and validity of
this Agreement shall be governed by and construed and enforced in accordance
with the domestic laws of Delaware without giving effect to any choice or
conflict of law provision or rule (whether in the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Delaware. In furtherance of the foregoing, the internal
law of the State of Delaware will control the interpretation and construction of
this Agreement, even if under such jurisdiction's choice of law or conflict of
law analysis, the substantive law of some other jurisdiction would ordinarily or
necessarily apply.
BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE
MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND
THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY
RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.
14. Submission to Jurisdiction.
Any legal action or proceeding with respect to this Agreement or the other
Financing Documents may be brought in the courts of the State of New York and
the United States of America located in the City of New York, New York, U.S.A.
and, by execution and delivery of this Agreement, the Company hereby accepts for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. Purchaser hereby irrevocably waives, in
connection with any such action or proceeding, any objection, including, without
limitation, any objection to the venue or based on the grounds of forum non
conveniens, which it may now or hereafter have to the bringing of any such
action or proceeding in such respective jurisdictions. Purchaser hereby
irrevocably consents to the service of process of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to it at its address as set forth
herein.
8
15. Severability.
It is the desire and intent of the parties that the provisions of this
Agreement be enforced to the fullest extent permissible under the law and public
policies applied in each jurisdiction in which enforcement is sought.
Accordingly, in the event that any provision of this Agreement would be held in
any jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating
the remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any jurisdiction. Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.
16. Independence of Agreements, Covenants, Representations and Warranties.
All agreements and covenants hereunder shall be given independent effect
so that if a certain action or condition constitutes a default under a certain
agreement or covenant, the fact that such action or condition is permitted by
another agreement or covenant shall not affect the occurrence of such default,
unless expressly permitted under an exception to such covenant. In addition, all
representations and warranties hereunder shall be given independent effect so
that if a particular representation or warranty proves to be incorrect or is
breached, the fact that another representation or warranty concerning the same
or similar subject matter is correct or is not breached will not affect the
incorrectness of or a breach of a representation and warranty hereunder. The
exhibits and any schedules attached hereto are hereby made part of this
Agreement in all respects.
17. Counterparts.
This Agreement may be executed in any number of counterparts, and each
such counterpart of this Agreement shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one agreement. Facsimile
counterpart signatures to this Agreement shall be acceptable and binding.
18. Headings.
The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
19. Expenses.
Purchaser shall pay Purchaser's own fees and expenses incurred in
connection with the negotiation, execution and delivery of the Financing
Documents.
9
20. Preparation of Agreement.
The Company prepared this Agreement and the Subscription Application
solely on its behalf. Each party to this Agreement acknowledges that: (i) the
party had the advice of, or sufficient opportunity to obtain the advice of,
legal counsel separate and independent of legal counsel for any other party
hereto; (ii) the terms of the transactions contemplated by this Agreement are
fair and reasonable to such party; and (iii) such party has voluntarily entered
into the transactions contemplated by this Agreement without duress or coercion.
Each party further acknowledges that such party was not represented by the legal
counsel of any other party hereto in connection with the transactions
contemplated by this Agreement, nor was he or it under any belief or
understanding that such legal counsel was representing his or its interests.
Each party agrees that no conflict, omission or ambiguity in this Agreement, or
the interpretation thereof, shall be presumed, implied or otherwise construed
against any other party to this Agreement on the basis that such party was
responsible for drafting this Agreement.
* * * * *
10
IN WITNESS WHEREOF, each of the undersigned has duly executed this Common Stock
Purchase Agreement as of the date first written above.
COMPANY:
LENSCARD CORPORATION
By: /s/ Xxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Chief Executive Officer
PURCHASER: /s/ Xxxx Xxxxxxx
Bristol Capital, LLC ____________________________________
Name of Purchaser (Individual or Name of Individual representing
Institution) Purchaser (if an Institution)
Member______________________ ____________________________________
Title of Individual representing Signature of Individual Purchaser or
Purchaser (if an Institution) Individual representing Purchaser
Address:
________________________________
Telephone:
________________________________
Telecopier:
________________________________
SCHEDULE 3.10
PATENTS
ISSUED PATENTS
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TITLE U.S. XXX. NO. ISSUE DATE
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Credit Card with Magnifying Lens Design D 359,305 June 13, 1995
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Credit Card with Magnifying Lens D 387,802 December 16, 1997
--------------------------------------------------------------------------------
Credit Card with Magnifying Lens 5,412,199 May 2, 1995
--------------------------------------------------------------------------------
Credit Card with a Fresnel Magnifying Lens 5,434,405 July 18, 1995
Formed in a Section of the Transparent Core
--------------------------------------------------------------------------------
Credit Card with Magnifying Lens 5,608,203 March 4, 1997
--------------------------------------------------------------------------------
Credit Card with Magnifying Lens Formed 5,856,661 January 5, 1999
with a Radiation-Curable Resin
--------------------------------------------------------------------------------
Method for Making a Wallet Card with an 6,176,430 January 23, 2001
Integral Magnifying Lens
--------------------------------------------------------------------------------
D 359,305 Credit Card with Magnifying Lens Design
Ornamental designs of a credit card with horizontally
elongated and vertically elongated fresnel lenses.
D 387,802 Credit Card with Magnifying Lens
Ornamental design of a credit card with a full-width
horizontally elongated fresnel lens.
5,412,199 Credit Card with Magnifying Lens
A credit card includes an integral magnifying lens positioned
in the non-data area on the credit card for permitting
magnification of the credit card transaction form at the
point-of-sale. The placement of the lens assures that the
machine readability of the magnetic encoding strip and the
embossed indicia associated with the card is not impaired.
The magnifying lens incorporates a fresnel-type contour lens
mounted in a "frame" provided in the credit card base.
5,434,405 Credit Card with a Fresnel Magnifying Lens Formed in a
Section of the Transparent Core
A financial transaction card adapted for individual use in
reading information stored externally to the card, having
machine readable information contained thereon identifying
the user and the issuing institution for transacting business
at locations remote from the issuing institution, includes:
(i) a rigid substantially rectangular base comprising a
substantially transparent material and having a top surface
and a bottom surface; (ii) machine readable information
carried on the base for identifying the user and the issuing
institution; and (iii) a magnifying lens produced by
formation of fresnel contour lines on the top surface of the
base and in non-interfering relationship with the machine
readable information.
5,608,203 Credit Card with Magnifying Lens
A financial transaction card adapted for use in reading
externally stored information includes a rigid base comprised
of a plastic material having a transparent area, the
transparent area having an upper surface upon which fresnel
contours are formed to create a magnifying lens. The card is
substantially non-foldable over its entire length and entire
width. The card further includes a strip affixed on the base
for carrying machine readable information and embossed
alpha-numeric indicia.
5,856,661 Credit Card with Magnifying Lens Formed with a
Radiation-Curable Resin
A financial transaction card for reading externally stored
information includes a transparent, substantially
non-foldable rigid base and a strip for carrying machine
readable information. The rigid base comprises a magnifying
lens. The lens is formed by machining a shallow cavity in the
rigid base; partially filling the cavity with a radiation
curable liquid resin; impressing a lens pattern on the
surface of the resin with a die; and exposing the resin to
radiation of sufficient intensity to cure the resin.
6,176,430 Method for Making a Wallet Card with an Integral Magnifying
Lens
A wallet card adapted for use in reading externally stored
information includes a transparent, substantially
non-foldable semi-rigid base. The semi-rigid base includes a
magnifying lens. The lens is formed by heating a lens forming
die to a temperature sufficient to soften the base material
and then cooling the die prior to withdrawing the die from
the base material.
PATENT APPLICATIONS
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Article II FILING
Article I TITLE SERIAL NO. DATE
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Wallet Card with a Magnifying Lens and Light 09/ 767,317 January 22, 2001
--------------------------------------------------------------------------------
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Wallet Card with a Built-In Light 10/167,259 June 11, 2002
--------------------------------------------------------------------------------
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Transaction Card with Annunciator 10/213,475 August 6, 2002
--------------------------------------------------------------------------------
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Method for Making a Financial Transaction 10/300,168 November 20, 2002
Card with Embedded Electronic Circuitry
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Transaction Card with Recorded Sound 10/ 300,556 November 20, 2002
--------------------------------------------------------------------------------
09/ 767,317 Wallet Card with a Magnifying Lens and Light
A wallet card adapted for use in reading externally stored
information includes a transparent, substantially
non-foldable semi-rigid base. The semi-rigid base comprises a
magnifying lens. One or more lights are disposed in the card
base to illuminate objects being viewed in a darkened
environment. The lights are activated by a pressure switch on
the card.
10/167,259 Wallet Card with a Built-In Light
A wallet card, such as a financial transaction card, has a
thin, flat, substantially rigid substrate and a source of
illumination disposed within the substrate. A source of
electrical current is coupled to the source of illumination
and a switch is provided to selectively close an electrical
circuit between the source of electrical current and the
source of illumination. Optionally, the semi-rigid base may
include a magnifying lens.
10/213,475 Transaction Card with Annunciator
A financial transaction card that complies with all
applicable ISO standards includes an annunciator to generate
a human perceptible indication upon activation. The
annunciator may be audio, such as a pre-recorded sound, or
may be visual, such as a light. The annunciator may be
user-activated and/or may be activated upon use of the
financial transaction card in a reading device. The
annunciator, being relatively more difficult to implement
than a conventional transaction card, serves to authenticate
the card.
10/300,168 Method for Making a Financial Transaction Card with Embedded
Electronic Circuitry
Financial transaction and similar cards are fabricated with a
split core adapted to received embedded electronic circuitry.
The card core has two or more laminated layers. A cavity is
milled into one or more of the layers to receive the
electronic circuitry. The core layers are then laminated
together, along with protective overlays. Alternative
fabrication methods include co-extrusion and injection
molding.
10/ 300,556 Transaction Card with Recorded Sound
A distinctive recorded sound is generated when a credit card
or other financial transaction card is used at a point of
sale (POS) terminal. As is common, the POS terminal includes
a card reader through which the card is swiped to read data
that is encoded on a magnetic stripe affixed to the card. In
one embodiment of the invention, a recorded sound is stored
in the card and played back within the card when the card is
swiped. In another embodiment, a recorded sound is stored in
the card and is played back through the card reader when the
card is swiped. In yet another embodiment, a recorded sound
is stored in the card reader and is played back through the
card reader when the card is swiped
TRADEMARKS
LensCard is a registered trademark owned by the Company.
EXHIBIT A
EXECUTED SUBSCRIPTION APPLICATION
EXHIBIT B
FORM OF WARRANT
