EXHIBIT 4.1
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE
OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
Void after May 15, 2001
LATTICE SEMICONDUCTOR CORPORATION
WARRANT TO PURCHASE SHARES OF COMMON STOCK
___________________
THIS CERTIFIES THAT, for value received, Xxxx & Company, Inc. is entitled
to subscribe for and purchase shares of the fully paid and nonassessable Common
Stock, $.01 par value, of LATTICE SEMICONDUCTOR CORPORATION, subject to the
provisions and upon the terms and conditions hereinafter set forth.
1. DEFINITIONS.
For the purposes of this Warrant, the following terms shall have the
following meanings:
(a) ACT. "Act" means the Securities Act of 1933, as amended.
(b) COMMON STOCK. "Common Stock" means the fully paid and nonassessable
Common Stock, $.01 par value, of the Company.
(c) COMPANY. "Company" means Lattice Semiconductor Corporation, a
Delaware corporation.
(d) DATE OF AGREEMENT. "Date of Agreement" means May 15, 1996.
(e) DATE OF GRANT. "Date of Grant" means August 12, 1996.
(f) SHARES. "Shares" means the shares of Common Stock subject to this
Warrant, in the initial aggregate amount of 67,419, which amount is subject to
adjustment pursuant to Section 5 hereof.
(g) VALUE AT EXERCISE. "Value at Exercise" means the weighted (by trading
volume) average closing market price of the Company's Common Stock on the Nasdaq
National Market
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(or, if the Common Stock should cease to be traded thereon, on
such other exchange or public trading market on which the Common Stock may then
become traded) over the twenty (20) trading days immediately preceding the date
which is two trading days prior to the date this Warrant is surrendered.
(h) WARRANT. "Warrant" means this Warrant which entitles Xxxx & Company,
Inc., subject to the provisions and upon the terms and conditions set forth
herein, to purchase the Shares.
(i) WARRANT PRICE. "Warrant Price" means initially a price of $34.00
(thirty-four dollars) per Share, which price is subject to adjustment pursuant
to Section 5 hereof.
2. CONDITIONS TO EXERCISE.
(a) VESTING. Subject to subsection 2(b) below, the purchase right
represented by this Warrant shall be exercisable, cumulatively, as to the number
of Shares subject to the Warrant shown below at any time during the applicable
monthly period set forth below for the term of this Warrant.
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NUMBER OF CUMULATIVE
APPLICABLE SHARES BECOMING NUMBER OF
MONTHLY PERIOD EXERCISABLE SHARES EXERCISABLE
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March 1, 1996 - March 31, 1996 6,609 6,609
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April 1, 1996 - April 30, 1996 6,609 13,218
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May 1, 1996 - May 31, 1996 6,609 19,827
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June 1, 1996 - June 30, 1996 5,288 25,115
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July 1, 1996 - July 31, 1996 5,288 30,403
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August 1, 1996 - August 31, 1996 5,288 35,691
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September 1, 1996 - September 30, 1996 5,288 40,979
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October 1, 1996 - October 31, 1996 5,288 46,267
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November 1, 1996 - November 30, 1996 5,288 51,555
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December 1, 1996 - December 31, 1996 5,288 56,843
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January 1, 1997 - January 31, 1997 5,288 62,131
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February 1, 1997 - February 28, 1997 5,288 67,419
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(b) CONTINUED CONSULTING. In the event that Xxxx & Company, Inc. shall
cease to serve as a consultant of the Company for any reason, the Warrant shall
be exercisable only as to those
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Shares which had vested (as noted in subsection 2(a) above) by the date that
the Company gives Xxxx & Company, Inc. notice of its termination as a
consultant to the Company or the date that Xxxx & Company, Inc. gives the
Company notice that it is ceasing to serve as a consultant to the Company,
whichever is earlier. The vesting of this Warrant is earned by Xxxx &
Company, Inc.'s continued service as a consultant. This Warrant does not
constitute an express or implied promise of a continued consulting
relationship for the vesting period or any other period.
If Xxxx & Company, Inc. temporarily ceases to serve as a consultant to the
Company, then the vesting shall end as of the date services cease.
3. METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT.
(a) The holder hereof shall have the option to exercise this Warrant
pursuant to the method set out in either subsection (i) or (ii) below.
(i) STANDARD METHOD. This Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant by written notice
to the Company in form reasonably satisfactory to the Company at the principal
office of the Company and by the payment to the Company, in cash or by certified
or cashier's check, of an amount equal to the then applicable Warrant Price per
share multiplied by the number of Shares then being purchased.
(ii) NET ISSUANCE METHOD. This Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant by written notice
to the Company in form reasonably satisfactory to the Company at the principal
office of the Company. Upon such surrender, the holder of this Warrant is
entitled to receive such number of fully paid and nonassessable Shares as equals
the product of (x) and (y) below, where (x) equals the quotient of (A) the Value
at Exercise less the then applicable Warrant Price divided by (B) the Value at
Exercise and (y) equals the number of Shares for which this Warrant is being
exercised. If the result of the foregoing calculation results in a number equal
to or less than zero, no Shares shall be delivered upon surrender of this
Warrant.
(b) ISSUANCE OF NEW WARRANT. In the event of any exercise of the rights
represented by this Warrant, certificates for the Shares issuable upon such
exercise shall be delivered to the holder hereof within a reasonable time and,
unless this Warrant has been fully exercised or expired, a new Warrant
representing the portion of the Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be issued to the holder
hereof within such reasonable time. The holder hereof shall pay all transfer
taxes, if any, arising from the exercise of this Warrant, and shall pay to the
Company amounts necessary to satisfy any applicable federal, state and local
withholding requirements.
4. STOCK FULLY PAID; RESERVATION OF SHARES.
All Shares which may be issued upon the exercise of the rights represented
by this Warrant will, upon issuance, be fully paid and nonassessable. During
the period within which the rights represented by this Warrant may be exercised,
the Company will, at all times, have authorized and
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reserved a sufficient number of shares of its Common Stock to provide for the
exercise of the rights represented by this Warrant.
5. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES.
The number of securities purchasable upon the exercise of this Warrant and
the Warrant Price shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:
(a) SUBDIVISION OR COMBINATION OF SHARES. If the Company at any time
while this Warrant remains outstanding and unexpired shall subdivide or combine
its Common Stock, the Warrant Price shall be proportionately decreased in the
case of a subdivision or increased in the case of a combination.
(b) In case of any reclassification or change of outstanding shares of
Common Stock, or in case of any consolidation of the Company with or merger of
the Company with or merger of the Company into another corporation (other than a
merger whose sole purpose is to change the state of incorporation of the Company
or a consolidation or merger in which the Company is the continuing corporation
and which does not result in any reclassification or change of outstanding
shares of Common Stock), or in the case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, the holder hereof shall have the right thereafter without payment of
additional consideration, upon exercise of its rights hereunder, to receive the
kind and amount of shares of stock and other securities and property that the
holder hereof would have received, upon such reclassification, change,
consolidation, merger, sale or conveyance, with respect to the number of shares
of Common Stock issuable upon such exercise, if such exercise had occurred
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance. Alternatively, the Board of Directors of the Company, may, in
its sole discretion, provide a 30-day period immediately prior to such event in
which the holder shall have the right to exercise the Warrant in whole or in
part without regard to limitations on vesting. It shall be a condition to the
effectiveness of any such transaction that one of the foregoing provisions for
the benefit of this Warrant shall be lawfully and adequately provided for.
(c) STOCK DIVIDENDS. If the Company at any time while this Warrant is
outstanding and unexpired shall pay a dividend with respect to Common Stock
payable in Common Stock, then the Warrant Price shall be adjusted, from and
after the date of determination of stockholders entitled to receive such
dividend, to that price determined by multiplying the Warrant Price in effect
immediately prior to such date of determination by a fraction (i) the numerator
of which shall be the total number of shares of Common Stock outstanding
immediately prior to such dividend, and (ii) the denominator of which shall be
the total number of shares of Common Stock outstanding immediately after such
dividend.
(d) ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment in the Warrant
Price, the number of Shares shall be adjusted, to the nearest whole share, to
the product obtained by multiplying the number of Shares immediately prior to
such adjustment in the Warrant Price by a
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fraction, the numerator of which shall be the Warrant Price immediately prior
to such adjustment and the denominator of which shall be the Warrant Price
immediately thereafter.
6. NOTICE OF ADJUSTMENTS.
Whenever any Warrant Price shall be adjusted pursuant to Section 5 hereof,
the Company shall make a certificate signed by its chief financial officer
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated,
and the Warrant Price after giving effect to such adjustment, and the Company
shall cause copies of such certificate to be mailed (by first class mail,
postage prepaid) to the holder of this Warrant.
7. FRACTIONAL SHARES.
No fractional shares of Common Stock will be issued in connection with any
exercise hereunder, but in lieu of such fractional shares the Company shall make
a cash payment therefor upon the basis of the Value at Exercise then in effect.
8. COMPLIANCE WITH THE ACT; NON-TRANSFERABILITY OF WARRANT; DISPOSITION
OF SHARES.
(a) COMPLIANCE WITH THE ACT. The holder of this Warrant, by acceptance
hereof, agrees that this Warrant and the Shares to be issued upon exercise
hereof (unless issued pursuant to an effective registration statement) are being
acquired for investment and that such holder will not offer, sell or otherwise
dispose of this Warrant or any Shares to be issued upon exercise hereof except
under the circumstances which will not result in a violation of the Act. Upon
exercise of this Warrant, unless exercised pursuant to an effective registration
statement covering the issuance of the Shares issuable upon exercise hereof, the
holder hereof shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the Shares so issued are being acquired for
investment and not with a view toward distribution or resale, that the holder is
an "accredited investor", as that term is defined in Section 2(15) of the Act,
and that the holder has received such information concerning the Company and has
had an opportunity to make inquiry as to the Company so as to allow the holder
to make an informed investment decision to exercise this Warrant. This Warrant
and all Shares issued upon exercise of this Warrant (unless issued pursuant to
an effective registration statement) shall be stamped or imprinted with a legend
in substantially the following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY AND WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR
THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION."
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(b) NON-TRANSFERABILITY OF WARRANT. This Warrant may not be sold,
transferred or assigned without the prior written consent of the Company and, if
required, any governmental authority.
(c) DISPOSITION OF SHARES. This Section 8(c) shall apply to Shares issued
upon exercise of this Warrant, unless such Shares are issued pursuant to an
effective registration statement.
With respect to any offer, sale or other disposition of any Shares acquired
pursuant to the exercise of this Warrant prior to registration of such Shares,
the holder hereof and each subsequent holder of this Warrant agrees to give
written notice to the Company prior thereto, describing briefly the manner
thereof, together with a written opinion of such holder's counsel, if requested
by the Company, to the effect that such offer, sale 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 such Shares and indicating
whether or not under the Act certificates for such Shares 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.
Promptly upon receiving such written notice and reasonably satisfactory opinion,
if so requested, the Company shall notify such holder that such holder may sell
or otherwise dispose of such Shares in accordance with the terms of the notice
delivered to the Company. If the opinion of counsel for the holder is not
reasonably satisfactory to the Company, the Company shall promptly notify the
holder. Notwithstanding the foregoing paragraph, such Shares may be offered,
sold or otherwise disposed of in accordance with Rule 144 under the Act,
provided that the Company shall have been furnished with such information as the
Company may request to provide a reasonable assurance that the provisions of
Rule 144 have been satisfied.
Each certificate representing the Shares thus transferred (except a
transfer pursuant to Rule 144) shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with the Act,
unless in the aforesaid opinion of counsel for the holder, 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 such
restrictions.
9. NO RIGHTS OF STOCKHOLDERS.
No holder of this Warrant shall be entitled to vote or receive dividends or
be deemed the holder of Common Stock, nor shall anything contained herein be
construed to confer upon the holder of this Warrant, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value or change of stock to no par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise.
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10. EXPIRATION OF WARRANT.
This Warrant shall expire and shall no longer be exercisable upon the
occurrence of 5:00 p.m., Pacific Standard Time, on May 15, 2001.
LATTICE SEMICONDUCTOR CORPORATION
By: ____________________________________
Name: ____________________________________
Title: ____________________________________
Date of Xxxxx: August 12, 1996
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