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EXHIBIT E
PHARMACYCLICS, INC.
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase Agreement (the "Agreement") is made as
of February 21, 1997, by and among Pharmacyclics, Inc., a Delaware corporation
(the "Company") with its principal office at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxx 00000, and the persons listed on the Schedule of Purchasers attached
hereto as Schedule I (the "Purchasers").
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1. Authorization and Sale of Units.
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1.1 Authorization. The Company has authorized the issuance and
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sale pursuant to this Agreement of Eight Hundred Sixty Two Thousand Four Hundred
Sixty Eight (862,468) shares of the Common Stock, par value $0.0001 per share
(the "Common Stock"), of the Company.
1.2 Sale of Common Stock. Subject to the terms and conditions of
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this Agreement, the Company agrees to issue and sell to each Purchaser, and each
Purchaser severally agrees to purchase from the Company, the number of shares of
Common Stock set forth opposite each Purchaser's name on Schedule I for a price
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per share equal to $19.05.
2. Closing Date; Delivery.
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2.1 Closing Date. The closing of the purchase and sale of the
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shares of Common Stock (the "Closing") shall be held at the offices of Xxxxxxx,
Xxxxxxx & Xxxxxxxx LLP, Two Embarcadero Place, 0000 Xxxx Xxxx, Xxxx Xxxx,
Xxxxxxxxxx at 10:00 a.m. Pacific Standard Time, on February 21, 1997 or at such
other time and place upon which the Company and the Purchasers purchasing in the
aggregate more than half of the shares of Common Stock sold hereunder shall
agree. The date of the Closing is hereinafter referred to as the "Closing Date."
2.2 Delivery. At the Closing, the Company will deliver to each
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Purchaser certificates, registered in the Purchaser's name as shown on Schedule
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I, representing the number of shares of Common Stock to be purchased by each
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such Purchaser. Such delivery shall be against payment by each Purchaser of the
aggregate purchase price therefor (the "Purchase Price") by wire transfer to the
Company's bank account. The Purchase Price payable by each Purchaser shall be as
set forth on Schedule I opposite each Purchaser's name.
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3. Representations and Warranties of the Company. The Company
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represents and warrants to the Purchasers as of the Closing Date as follows:
3.1 Organization and Standing. The Company is a corporation duly
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organized and validly existing under, and by virtue of, the laws of the State of
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Delaware and is in good standing as a domestic corporation under the laws of
said state with all requisite corporate power and authority to own, operate and
lease its properties and conduct its business as presently conducted. The
Company is qualified to do business as a foreign corporation and is in good
standing in the State of California and in each other state of the United States
where its failure to do so would have a material adverse effect on its business
as presently conducted. The Company holds all licenses, franchises, permits and
authorizations necessary for the lawful conduct of its business.
3.2 Corporate Power; Authorization. The Company has all requisite
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legal and corporate power and has taken all requisite corporate action to
execute and deliver this Agreement, to issue and sell the shares of the Common
Stock and to carry out and perform all of its obligations under this Agreement.
This Agreement constitutes the legal, valid and binding obligations of the
Company, enforceable in accordance with its terms, except (i) as limited by
applicable bankruptcy, insolvency, reorganization or similar laws relating to or
affecting the enforcement of creditors' rights generally and (ii) as limited by
equitable principles generally. The execution and delivery of this Agreement
does not, and the performance of this Agreement and the compliance with the
provisions hereof, and the issuance, sale and delivery of the shares of Common
Stock by the Company will not conflict with, or result in a breach or violation
of the terms, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of any lien pursuant to the terms of, the
Certificate of Incorporation or Bylaws of the Company or any statute, law, rule
or regulation or any state or federal order, judgment or decree or any
indenture, mortgage, lease or other material agreement or instrument which the
Company is required to file as an Exhibit to its Form 10-K.
3.3 Issuance and Delivery of the Shares of Common Stock. The
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shares of Common Stock, when issued in compliance with the provisions of this
Agreement, will be validly issued, fully paid and nonassessable. The issuance
and delivery of the shares of Common Stock is not subject to preemptive or any
other similar rights of the stockholders of the Company or any liens or
encumbrances.
3.4 SEC Documents; Financial Statements. The Company has provided
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the Purchasers with the Company's Annual Report on Form 10-K for the year ended
June 30, 1996, the Quarterly Report on Form 10-Q for the Quarter Ended September
30, 1996 and the Quarterly Report on Form 10-Q for the Quarter Ended December
31, 1996 which are true and complete copies of such documents as filed by the
Company with the Securities and Exchange Commission (the "SEC"). The Company has
filed all documents (the "SEC Documents") that the Company was required to file
with the SEC under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), during the twelve (12) months preceding the date of this
Agreement, and all of such documents conformed in all material respects to the
requirements of the Exchange Act and the rules and regulations thereunder as of
their respective filing dates. None of the SEC Documents as of their respective
dates contained any untrue statement of material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the SEC
Documents (the "Financial Statements") comply as to form in all material
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respects with applicable accounting requirements and with the published rules
and regulations of the SEC with respect thereto. The Financial Statements have
been prepared in accordance with generally accepted accounting principles
consistently applied and fairly present the consolidated financial position of
the Company and any subsidiaries at the dates thereof and the consolidated
results of their operations and consolidated cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal, recurring
adjustments that are not in the aggregate material).
3.5 Governmental Consents. No consent, approval, order or
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authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state, or local govern- mental authority on the part
of the Company is required in connection with the consummation of the
transactions contemplated by this Agreement except for (a) compliance with the
securities and blue sky laws in the states in which shares of Common Stock are
offered and/or sold, which compliance will be effected in accordance with such
laws and (b) the filing of the Nasdaq National Market Notification Form with the
Nasdaq National Market.
3.6 No Material Adverse Change. Except as otherwise disclosed
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herein, since December 31, 1996, there have not been:
(a) Any changes in the financial condition or results of
operations of the Company from that reflected in the Financial Statements except
changes in the ordinary course of business which have not been, either
individually or in the aggregate, materially adverse;
(b) Any material increase in indebtedness for borrowed
money, current liabilities or total liabilities (whether absolute, accrued,
contingent or otherwise) incurred by the Company, except for liabilities,
commitments and obligations incurred in the ordinary course of business;
(c) Any sale, assignment, transfer or other disposition of
any material tangible or intangible asset of the Company, except in the ordinary
course of business;
(d) Any extraordinary transaction; and
(e) Any material agreement that the Company would be
required to file with the SEC.
4. Representations, Warranties and Covenants of the Purchasers.
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Each Purchaser hereby severally represents and warrants to the Company,
effective as of the Closing Date, as follows:
4.1 Authorization. Purchaser represents and warrants to the
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Company that: (i) Purchaser has all requisite legal and corporate or other power
and capacity and has taken all requisite corporate or other action to execute
and deliver this Agreement, to purchase the shares of Common Stock to be
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purchased by it and to carry out and perform all of its obligations under this
Agreement; and (ii) this Agreement constitutes the legal, valid and binding
obligation of the Purchaser, enforceable in accordance with its terms, except
(a) as limited by applicable bankruptcy, insolvency, reorganization, or similar
laws relating to or affecting the enforcement of creditors' rights generally and
(b) as limited by equitable principles generally.
4.2 Investor Qualifications; Investment Experience. Purchaser is
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an "accredited investor" as defined in Rule 501(a) under the Securities Act, and
Purchaser is a "qualified institutional buyer" as defined in Rule 144A(a)(1)
under the Securities Act. Purchaser is aware of the Company's business affairs
and financial condition and has had access to and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to
acquire the shares of Common Stock. Purchaser has such business and financial
experience as is required to give it the capacity to protect its own interests
in connection with the purchase of the shares of Common Stock.
4.3 Investment Intent. Purchaser is purchasing the shares of
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Common Stock in the ordinary course of its business for its own account as
principal, for investment purposes only, and not with a present view to, or for,
resale, distribution or fractionalization thereof, in whole or in part, within
the meaning of the Securities Act. No arrangement or understanding exists
between the Purchaser and any other person regarding the resale, distribution or
fractionalization of the shares of Common Stock, in whole or in part, within the
meaning of the Securities Act. Purchaser understands that its acquisition of the
shares of Common Stock has not been registered under the Securities Act or
registered or qualified under any state securities law in reliance on specific
exemptions therefrom, which exemptions may depend upon, among other things, the
bona fide nature of Purchaser's investment intent as expressed herein. Purchaser
has completed or caused to be completed and delivered to the Company, the
Purchaser Questionnaire attached hereto as Exhibit A. Purchaser has, in
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connection with its decision to purchase the number of shares of Common Stock
set forth in Schedule I hereto, relied solely upon the documents attached as
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appendices thereto and the representations and warranties of the Company
contained herein. Purchaser will not, directly or indirectly, offer, sell,
pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase
or otherwise acquire or take a pledge of) any of the shares of Common Stock
except in compliance with the Securities Act, and the rules and regulations
promulgated thereunder.
4.4 Registration or Exemption Requirements. Purchaser further
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acknowledges and understands that the shares of Common Stock may not be resold
or otherwise transferred except in a transaction registered under the Securities
Act or unless an exemption from such registration is available. Purchaser
understands that the certificate(s) evidencing the shares of Common Stock will
be imprinted with a legend that prohibits the transfer of the shares of Common
Stock unless (i) they are registered or such registration is not required, and
(ii) if the transfer is pursuant to an exemption from registration other than
Rule 144 under the Securities Act and, if the Company shall so request in
writing, an opinion of counsel reasonably satisfactory to the Company is
obtained to the effect that the transaction is so exempt.
4.5 No Legal, Tax or Investment Advice. Purchaser understands
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that nothing in this Agreement or any other materials presented to Purchaser in
connection with the purchase and sale of the shares of Common Stock constitutes
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legal, tax or investment advice. Purchaser has consulted such legal, tax and
investment advisors as it, in its sole discretion, has deemed necessary or
appropriate in connection with its purchase of the shares of Common Stock.
5. Conditions to Purchasers' Obligations. Each Purchaser's
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obligation to purchase the shares of Common Stock at the Closing shall be
subject to the fulfillment or waiver as of the Closing Date of each of the
following conditions:
5.1 Representations and Warranties. The representations and
--------------------------------
warranties made by the Company in Section 3 hereof shall be true and correct in
all material respects when made, and shall be true and correct in all material
respects on the Closing Date with the same force and effect as if they had been
made on and as of said date. Purchasers shall have received a certificate to
such effect, dated the Closing Date and executed by the Chief Executive Officer
of the Company.
5.2 Legal Opinion. The Purchasers shall have received a legal
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opinion of Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to the Company, regarding
the matters referred to in Sections 3.1, 3.2 and 3.3, and otherwise reasonably
acceptable to the Purchasers.
6. Conditions to Company's Obligations. The Company's obligation
-----------------------------------
to issue and sell the shares of Common Stock at the Closing shall be subject to
the fulfillment or waiver as of the Closing Date of each of the following
conditions:
6.1 Representations and Warranties. The representations made by
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the Purchasers in Section 4 hereof shall be true and correct in all material
respects when made, and shall be true and correct in all material respects on
the Closing Date with the same force and effect as if they had been made on and
as of such date.
6.2 Payment of Purchase Price. Each Purchaser shall have
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delivered to the Company payment of the aggregate Purchase Price of the shares
of Common Stock to be purchased by each such Purchaser, in the amounts as set
forth on Schedule I hereto.
6.3 Covenants. All covenants, agreements and conditions contained
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in this Agreement to be performed by the Purchasers on or prior to the Closing
Date shall have been performed or complied with in all material respects.
6.4 Blue Sky. The Company shall have obtained all necessary blue
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sky law permits and qualifications, or secured exemptions therefrom, required by
any state for the offer and sale of the shares of Common Stock.
7. Affirmative Covenants of the Company. The Company hereby
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covenants and agrees as follows:
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7.1 Financial Information. The Company will mail the following
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reports to each Purchaser until such Purchaser transfers, assigns or sells the
shares of Common Stock purchased by such Purchaser pursuant to this Agreement:
(a) Within one hundred twenty (120) days after the end of
each fiscal year, a copy of its Annual Report on Form 10-K.
(b) Within sixty (60) days after the end of the first,
second and third quarterly accounting periods of each fiscal year of the
Company, a copy of its Quarterly Report on Form 10-Q.
(c) Within ten (10) days after the Company files any Current
Report on Form 8-K with the SEC, such Current Report on Form 8-K.
7.2 Registration. The Company shall file with the SEC a
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registration statement on Form S-3 covering all of the shares of Common Stock
issued and sold to the Purchasers pursuant hereto within thirty (30) days after
the closing hereunder and shall use its best efforts to cause such registration
statement to become effective as soon as practicable thereafter. The Company
agrees to keep such registration statement in effect until the earlier of (i)
such date as all of the shares of Common Stock covered by the registration
statement have been resold or (ii) such time as all of the shares of Common
Stock purchased hereunder by each Purchaser can be sold within a 90-day period
without compliance with the registration requirements of the Securities Act
pursuant to Rule 144 thereunder. Notwithstanding anything else in this Section
7.2, the Company shall have the right, for a period not to exceed thirty (30)
days in duration and upon written notice to each of the Purchasers, to prohibit
the sale of the shares of Common Stock issued and sold to the Purchasers
hereunder pursuant to a registration statement effected under this Section 7.2,
in the event that the Company's Board of Directors, pursuant to advice of
counsel, deems it necessary, in light of a pending or potential corporate event
which has resulted in material nonpublic information not yet having been
disseminated by the Company or otherwise included in such registration
statement, to prohibit such sales until such information can be made public or
included in such registration statement. The Company shall within such thirty
(30) days add any necessary disclosure to the registration statement and notify
the Purchasers that they are no longer prohibited from selling shares of Common
Stock under such registration statement.
With respect to any registration effected pursuant to this
Section 7.2, the parties further agree as follows:
(a) The Company shall prepare and file with the SEC such
amendments and supplements to any such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Act with respect to the disposition of all
securities covered by such registration statement.
(b) The Company shall furnish to the Purchasers such numbers of
copies of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Act, and such other documents as they may reasonably
request in order to facilitate the disposition of Registrable Securities owned
by the Purchasers.
(c) The Company shall bear all expenses other than underwriting
discounts and commissions incurred in connection with such registration, filing
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or qualification, including (without limitation) all registration, filing and
qualification fees, printer's and accounting fees, fees and disbursements of
counsel for the Company, and the reasonable fees and disbursements of one
counsel for the Purchasers.
(d) The parties agree to the following indemnification rights and
obligations:
(i) To the extent permitted by law, the Company shall
indemnify and hold harmless each Purchaser and each person, if any, who controls
such Purchaser within the meaning of the Act or the Securities Exchange Act of
1934, as amended (the "1934 Act"), against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the Act,
or other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a
"Violation"): (i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto; (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading; or (iii) any violation or alleged violation by the
Company of the Act, the 1934 Act, any state securities law or any rule or
regulation promulgated under the Act, or any state securities law. The Company
will pay to each Purchaser or controlling person any legal or other expenses
reasonably incurred by them (such payment to be made as incurred by such
persons) in connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the indemnity agreement
contained in this paragraph (d)(i) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability, or action if such settlement is
effected without the consent of the Company (which consent shall not be
unreasonably withheld), nor shall the Company be liable in any such case for any
such loss, claim, damage, liability, or action to the extent that it arises out
of or is based upon a Violation which occurs in reliance upon and in conformity
with written information furnished expressly for use in connection with such
registration by the Purchaser or controlling person.
(ii) To the extent permitted by law, each Purchaser will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, and each person, if any, who
controls the Company within the meaning of the Act, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Act, or other federal or state law, insofar as
such losses, claims, damages, or liabilities (or actions in respect thereto)
arise out of or are based upon any Violation, in each case to the extent (and
only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by such Purchaser expressly for
use in connection with such registration; and such Purchaser will pay any legal
or other expenses reasonably incurred by any person intended to be indemnified
pursuant to this paragraph (d)(ii) (such payment to be made as incurred by such
persons), in connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the indemnity agreement
contained in this paragraph (d)(ii) shall not apply to amounts paid in
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settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Purchaser, which consent shall
not be unreasonably withheld; provided that in no event shall any indemnity
under this paragraph exceed the gross proceeds from the offering received by the
Purchaser, unless such Violation by the Purchaser is wilful.
(iii) Promptly after receipt by an indemnified party under
this paragraph (d) of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this paragraph (d), deliver
to the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
paragraph (d), but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this paragraph (d).
8. Restrictions on Transferability of Common Stock; Compliance
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with Securities Act. The shares of Common Stock purchased hereunder shall not be
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transferable in the absence of a registration under the Securities Act or an
exemption therefrom or in the absence of compliance with any term of this
Agreement. The Company shall be entitled to give stop transfer instructions to
its transfer agent with respect to the Common Stock in order to enforce the
foregoing restrictions.
9. Miscellaneous.
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9.1 Waivers and Amendments. The terms of this Agreement may be
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waived or amended with the written consent of the Company and each Purchaser.
9.2 Governing Law. This Agreement shall be governed in all
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respects by and construed in accordance with the laws of the State of California
without any regard to conflicts of laws principles.
9.3 Survival. The representations, warranties, covenants and
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agreements made in this Agreement shall survive any investigation made by the
Company or the Purchasers and the Closing.
9.4 Successors and Assigns. The provisions hereof shall inure to
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the benefit of, and be binding upon, the successors, assigns, heirs, executors
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and administrators of the parties to this Agreement. Notwithstanding the
foregoing, no Purchaser shall assign this Agreement without the prior written
consent of the Company.
9.5 Entire Agreement. This Agreement constitutes the full and
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entire understanding and agreement between the parties with regard to the
subjects thereof.
9.6 Notices, etc. All notices and other communications required
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or permitted under this Agreement shall be effective upon receipt and shall be
in writing and may be delivered in person, by telecopy, overnight delivery
service or registered or certified United States mail, addressed to the Company
or the Purchasers, as the case may be, at their respective addresses set forth
at the beginning of this Agreement or on Schedule I, or at such other address as
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the Company or the Purchasers shall have furnished to the other party in
writing. All notices and other communications shall be effective upon the
earlier of actual receipt thereof by the person to whom notice is directed or
(i) in the case of notices and communications sent by personal delivery or
telecopy, one business day after such notice or communication arrives at the
applicable address or was successfully sent to the applicable telecopy number,
(ii) in the case of notices and communications sent by overnight delivery
service, at noon (local time) on the second business day following the day such
notice or communication was sent, and (iii) in the case of notices and
communications sent by United States mail, seven days after such notice or
communication shall have been deposited in the United States mail.
9.7 Severability of this Agreement. If any provision of this
--------------------------------
Agreement shall be judicially determined to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
9.8 Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
9.9 Further Assurances. Each party to this Agreement shall do and
------------------
perform or cause to be done and performed all such further acts and things and
shall execute and deliver all such other agreements, certificates, instruments
and documents as the other party hereto may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
9.10 Termination. In the event that the Closing shall not have
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occurred on or before thirty (30) days from the date hereof, this Agreement
shall terminate at the close of business on such date.
9.11 Expenses. The Company and each such Purchaser shall bear its
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own expenses incurred on its behalf with respect to this Agreement and the
transactions contemplated hereby, including fees and expenses of legal counsel.
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9.12 Effectiveness of Agreement. The Company's agreement to sell
--------------------------
the shares of Common Stock to the Purchasers pursuant to the terms of this
Agreement will only be effective upon acceptance of this Agreement by the
Company as evidenced by the Company's execution of this Agreement.
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IN WITNESS WHEREOF, the Company and Purchasers have executed this
Common Stock Purchase Agreement as of the date first above written.
COMPANY:
PHARMACYCLICS, INC.
By:
----------------------------------
Title:
----------------------------------
PURCHASERS:
QUANTUM INDUSTRIAL PARTNERS LDC
By:
----------------------------------
Title:
----------------------------------
Address: c/o Curacao International Trust Company N.V.
Xxxx Xxxxxxxxx 0
Xxxxxxxxxx
Xxxxxxx, Xxxxxxxxxxx Antilles
BOARD OF PENSION COMMISSIONERS OF THE CITY OF
LOS ANGELES
By:
----------------------------------
Title:
----------------------------------
Address: 000 X. Xxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
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XXXXX REVOCABLE TRUST, TEE XXXXXX X. XXXXX,
TEE XXXXX X. XXXXX
By:
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Xxxxxx X. Xxxxx, Trustee
Address: 000 Xxxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
--------------------------------------------
Xxxxxx X. Xxxxx
Address: c/o Kleiner Xxxxxxx Xxxxxxxx & Xxxxx
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
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