Exhibit 4.19
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE
OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT
THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER,
SALE OR TRANSFER. SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, THIS WARRANT AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONAFIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS WARRANT OR ANY OF
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARANT.
Warrant to Purchase Issue Date: March 28, 2002
218,886 Shares Amended: August 18, 2003
WARRANT TO PURCHASE COMMON STOCK
of
RAMTRON INTERNATIONAL CORPORATION
THIS CERTIFIES that XXXXXXXX CAPITAL CORP. or any subsequent holder hereof
(the "Holder"), has the right to purchase from RAMTRON INTERNATIONAL
CORPORATION, a Delaware corporation (the "Company"), up to 218,886 fully paid
and nonassessable shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), subject to adjustment as provided herein, at a
price equal to the Exercise Price (as defined below), at any time beginning on
the date on which this Warrant is issued (the "Issue Date") and ending at 5:00
p.m., eastern time, on the date that is the sixth (6th) anniversary of the
Issue Date (the "Expiration Date"). This Warrant is issued pursuant to the
Securities Purchase Agreement, dated as of March 14, 2002, between the Company
and the Holder (the "Securities Purchase Agreement"). Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth
in the Securities Purchase Agreement.
1. Exercise.
(a) Right to Exercise; Exercise Price. The Holder shall have the right to
exercise this Warrant at any time and from time to time during the
period beginning on the Issue Date and ending on the Expiration Date
as to all or any part of the shares of Common Stock covered hereby
(the "Warrant Shares"). The "Exercise Price" payable by the Holder in
connection with the exercise of this Warrant shall be equal to $3.04.
(b) Exercise Notice. In order to exercise this Warrant, the Holder shall
send by facsimile transmission, at any time prior to 7:00 p.m.,
eastern time, on the Business Day on which the Holder wishes to effect
such exercise (the "Exercise Date"), to the Company and to its
designated transfer agent for the Common Stock (the "Transfer Agent")
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a copy of the notice of exercise in the form attached hereto as
Exhibit A (the "Exercise Notice") stating the number of Warrant Shares
as to which such exercise applies and the calculation therefor. The
Holder shall thereafter deliver to the Company the original Exercise
Notice, the original Warrant and, in the case of a Cash Exercise (as
defined below), the Exercise Price. In the case of a dispute as to
the calculation of the Exercise Price or the number of Warrant Shares
issuable hereunder (including, without limitation, the calculation of
any adjustment pursuant to Section 6 below), the Company shall
promptly issue to the Holder the number of Warrant Shares that are not
disputed and shall submit the disputed calculations to the Company's
independent accountant of national recognition within two (2) Business
Days following the date on which the Exercise Notice is delivered to
the Company. The Company shall cause such accountant to calculate the
Exercise Price and/or the number of Warrant Shares issuable hereunder
and to notify the Company and the Holder of the results in writing no
later than two (2) Business Days following the day on which such
accountant received the disputed calculations (the "Dispute
Procedure"). Such accountant's calculation shall be deemed conclusive
absent manifest error. The fees of any such accountant shall be
borne by the party whose calculations were most at variance with
those of such accountant.
(c) Holder of Record. The Holder shall, for all purposes, be deemed to
have become the holder of record of the Warrant Shares specified in an
Exercise Notice on the Exercise Date specified therein, irrespective
of the date of delivery of such Warrant Shares. Except as
specifically provided herein, nothing in this Warrant shall be
construed as conferring upon the Holder hereof any rights as a
stockholder of the Company prior to the Exercise Date.
(d) Cancellation of Warrant. This Warrant shall be canceled upon its
exercise and, if this Warrant is exercised in part, the Company shall,
at the time that it delivers Warrant Shares to the Holder pursuant to
such exercise as provided herein, issue a new warrant, and deliver to
the Holder a certificate representing such new warrant, with terms
identical in all respects to this Warrant (except that such new
warrant shall be exercisable into the number of shares of Common Stock
with respect to which this Warrant shall remain unexercised);
provided, however, that the Holder shall be entitled to exercise all
or any portion of such new warrant at any time following the time at
which this Warrant is exercised, regardless of whether the Company has
actually issued such new warrant or delivered to the Holder a
certificate therefor.
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2. Delivery of Warrant Shares Upon Exercise. Upon receipt of an Exercise
Notice pursuant to paragraph 1 above, the Company shall, (A) in the case of a
Cashless Exercise (as defined below), no later than the close of business on
the third (3rd) Business Day following the Exercise Date set forth in such
Exercise Notice, (B) in the case of a Cash Exercise (as defined below) no later
than the close of business on the later to occur of (i) the third (3rd)
Business Day following the Exercise Date set forth in such Exercise Notice and
(ii) such later date on which the Company shall have received payment of the
Exercise Price, and (C) with respect to Warrant Shares which are the subject of
a Dispute Procedure, the close of business on the third (3rd) Business Day
following the determination made pursuant to paragraph 1(b) (the "Delivery
Date"), issue and deliver or caused to be delivered to the Holder the number of
Warrant Shares as shall be determined as provided herein. The Company shall
effect delivery of Warrant Shares to the Holder by, as long as the Transfer
Agent participates in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer program ("FAST"), crediting the account of the Holder or
its nominee at DTC (as specified in the applicable Exercise Notice) with the
number of Warrant Shares required to be delivered, no later than the close of
business on such Delivery Date. In the event that the Transfer Agent is not a
participant in FAST, or if the Warrant Shares are not otherwise eligible for
delivery through FAST, or if the Holder so specifies in an Exercise Notice or
otherwise in writing on or before the Exercise Date, the Company shall effect
delivery of Warrant Shares by delivering to the Holder or its nominee physical
certificates representing such Warrant Shares, no later than the close of
business on such Delivery Date. Warrant Shares delivered to the Holder shall
not contain any restrictive legend as long as (x) the resale, transfer, pledge
or other disposition of such shares is covered by an effective registration
statement, (y) such shares have been publicly sold pursuant to Rule 144, or
(z) such shares can be sold pursuant to Rule 144(k), or any successor rule or
provision.
3. Failure to Deliver Warrant Shares.
In the event that the Holder has not received certificates (without any
restrictive legend in the circumstances described in clause (x), (y) or (z) of
paragraph 2 above) representing the number of Warrant Shares specified in the
applicable Exercise Notice on or before the Delivery Date therefor (an
"Exercise Default"), the Holder shall have the following rights:
(a) the right to receive from the Corporation an amount equal to (i)
(N/365) multiplied by (ii) the aggregate Exercise Price of the Warrant
Shares which are the subject of such Exercise Default (such amount,
the "Exercise Default Amount") multiplied by (iii) twenty four percent
(24%), where "N" equals the number of days elapsed between the
Delivery Date and the date on which such Exercise Default has been
cured; and, at the Holder's option, either of the following
(b) (1) the right to receive from the Corporation an amount equal to
(A) the aggregate amount paid by the Holder for shares of Common
Stock purchased by the Holder in order to make delivery on a
sale effected in anticipation of receiving Warrant Shares upon
such exercise minus (B) the aggregate Exercise Price for such
Warrant Shares; or
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(b) (2) the right to require the Corporation to reinstate the Warrant by
an amount equal to the Exercise Default Amount and deem the
exercise resulting in such Exercise Default rescinded, null and
void.
In addition to its right to receive the foregoing amounts, the Holder
shall have the right to pursue all other remedies available to it at law
or in equity (including, without limitation, a decree of specific
performance and/or injunctive relief). Amounts payable under this
paragraph 3 shall be paid to the Holder in immediately available funds on
or before the fifth (5th) Business Day following written notice from the
Holder to the Company specifying the amount owed to it by the Company
pursuant to this paragraph 3.
4. Exercise Limitations.
In no event shall the Holder be permitted to exercise this Warrant, or part
thereof, with respect to Warrant Shares in excess of the number of such shares,
upon the issuance of which, (x) the number of shares of Common Stock
beneficially owned by the Holder (other than shares which would otherwise be
deemed beneficially owned except for being subject to a limitation on
conversion or exercise analogous to the limitation contained in this paragraph
4) plus (y) the number of shares of Common Stock issuable upon such exercise
would be equal to or exceed 9.99% of the number of shares of Common Stock then
issued and outstanding. As used herein, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and the rules thereunder. To the extent that the limitation
contained in this paragraph 4 applies, the submission of an Exercise Notice by
the Holder shall be deemed to be the Holder's representation that this Warrant
is exercisable pursuant to the terms hereof and the Company shall be entitled
to rely on such representation without making any further inquiry as to whether
this Section 4 applies. Nothing contained herein shall be deemed to restrict
the right of a Holder to exercise this Warrant, or part thereof, at such time
as such exercise will not violate the provisions of this Section 4.
5. Payment of the Exercise Price; Cashless Exercise. The Holder may pay the
Exercise Price in either of the following forms or, at the election of Holder,
a combination thereof:
(a) through a cash exercise (a "Cash Exercise") by delivering immediately
available funds, or
(b) if all of the Warrant Shares issuable hereunder are not then eligible
for resale pursuant to an effective Registration Statement, through a
cashless exercise (a "Cashless Exercise") by surrendering this
Warrant to the Company and noting on the Exercise Notice that the
Holder wishes to effect a Cashless Exercise, in which event the
Company shall issue to the Holder the number of Warrant Shares
determined as follows:
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X = Y x (A-B)/A
where: X = the number of Warrant Shares to be issued to the Holder;
Y = the number of Warrant Shares with respect to which this
Warrant is being exercised;
A = the Market Price (as defined in the Debenture) on the Exercise
Date; and
B = the Exercise Price.
For purposes of Rule 144, it is intended and acknowledged that the Warrant
Shares issued in a Cashless Exercise transaction shall be deemed to have been
acquired by the Holder, and the holding period for the Warrant Shares required
by Rule 144 shall be deemed to have been commenced, on the Issue Date.
6. Anti-Dilution Adjustments; Distributions; Other Events. The Exercise Price
and the number of Warrant Shares issuable hereunder shall be subject to
adjustment from time to time as provided in this Section 6. In the event that
any adjustment of the Exercise Price or the number of Warrant Shares as
required herein results in a fraction of a cent or fraction of a share, as
applicable, such Exercise Price or number of Warrant Shares shall be rounded
up or down to the nearest cent or share, as applicable.
(a) Adjustment of Exercise Price upon Certain Issuances of Common Stock.
In the event that the Company (A) issues Common Stock, whether upon
the exercise of rights, warrants, securities convertible or
exercisable into Common Stock ("Convertible Securities")or otherwise,
at a price per share that is lower than the Exercise Price then in
effect, or (B) issues Convertible Securities with a conversion price,
exercise price or exchange ratio, that is lower than the Exercise
Price, the Exercise Price shall be reduced to such lower price. In
the event that the Company (A) issues Common Stock, whether upon the
exercise of Convertible Securities or otherwise, or (B) issues
Convertible Securities with a conversion price, exercise price or
exchange ratio, in the case of either (A) or (B), that is lower than
the Market Price (but not lower than the Exercise Price, in which
case the immediately preceding sentence shall apply), the Exercise
Price shall be reduced to a price determined by multiplying the
Exercise Price in effect immediately prior to such issuance by a
fraction, (i) the numerator of which is an amount equal to the sum of
(x) the number of shares of outstanding (not including any shares of
Common Stock held in the treasury of the Company) immediately prior
to the such issuance, plus (y) the quotient of the aggregate
consideration (if any) received by the Company upon such issuance
divided by the Market Price in effect immediately prior to such
issuance, and (ii) the denominator of which is the total number of
shares of Common Stock Deemed Outstanding immediately after such
issuance. "Common Stock Deemed Outstanding" shall mean the number of
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shares of Common Stock actually outstanding excluding any shares of
Common Stock held in the treasury of the Company, but which shall
include, in the case where any such issuance comprises the issuance
of Convertible Securities, the maximum total number of shares of
Common Stock issuable upon the exercise of the Convertible Securities
for which the adjustment is required. No further adjustment of the
Exercise Price shall be made pursuant to this paragraph (a) upon the
actual issuance of Common Stock pursuant to such Convertible
Securities, unless the price at which such issuance is effected is
less than the price used to make such adjustment, in which case the
Exercise Price shall be adjusted as though such lesser price had been
in effect as of the date on which such Convertible Securities were
issued.
(b) Subdivision or Combination of Common Stock. If the Company, at any
time after the Issue Date, subdivides (by any stock split, stock
dividend, recapitalization, reorganization, reclassification or
otherwise) its shares of Common Stock into a greater number of
shares, then after the date of record for effecting such subdivision,
the Exercise Price in effect immediately prior to such subdivision
will be proportionately reduced. If the Company, at any time after
the initial issuance of this Warrant, combines (by reverse stock
split, recapitalization, reorganization, reclassification or
otherwise) its shares of Common Stock into a smaller number of
shares, then, after the date of record for effecting such
combination, the Exercise Price in effect immediately prior to such
combination will be proportionally increased.
(c) Distributions. If the Company or any of its Subsidiaries shall at any
time distribute to holders of Common Stock (or to a holder, other than
the Company, of the common stock of any such Subsidiary) cash,
evidences of indebtedness or other securities or assets including any
dividend or distribution in shares of capital stock of a Subsidiary of
the Company (collectively, a "Distribution") then, in any such case,
the Holder of this Warrant shall be entitled to receive, at the same
time as such assets are received by a holder of such stock, at the
option of the Holder, (A) an amount and type of such Distribution as
though the Holder were a holder on the record date therefor of a
number of shares of Common Stock into which this Warrant is
exercisable as of such record date (such number of shares to be
determined at the Exercise Price then in effect and without regard to
any limitation on exercise of this Warrant that may exist pursuant to
the terms hereof or otherwise) and (B) a reduction in the Exercise
Price as of the record date for such Distribution, such reduction to
be effected by reducing the Exercise Price in effect on the Business
Day immediately preceding such record date by an amount equal to the
fair market value of the assets so distributed divided by the number
of shares of Common Stock to which such Distribution is made, such
fair market value to be reasonably determined in good faith by the
Company's Board of Directors.
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(d) Major Transactions. In the event of a merger, consolidation, business
combination, tender offer, exchange of shares, recapitalization,
reorganization, redemption or other similar event, as a result of
which shares of Common Stock of the Company shall be changed into the
same or a different number of shares of the same or another class or
classes of stock or securities or other assets of the Company or
another entity or the Company shall sell all or substantially all of
its assets (each of the foregoing being a "Major Transaction"), then
the holder of this Warrant may, at its option, either (a) in the
event that the Common Stock remains outstanding or holders of Common
Stock receive any common stock or substantially similar equity
interest, in each of the foregoing cases which is publicly traded,
retain this Warrant and this Warrant shall continue to apply to such
Common Stock or shall apply, as nearly as practicable, to such other
common stock or equity interest, as the case may be, or (b) receive
consideration, in exchange for this Warrant upon the surrender
thereof (without payment of any exercise price hereunder), equal to
the greater of, as determined in the sole discretion of the Holder,
(i) the number of shares of stock or securities or property of the
Company, or of the entity resulting from such Major Transaction (the
"Major Transaction Consideration"), to which a holder of the number
of shares of Common Stock delivered upon the exercise of this Warrant
(pursuant to the Cashless Exercise feature hereof) would have been
entitled upon such Major Transaction had the Holder so exercised this
Warrant (without regard to any limitations on exercise herein or
elsewhere contained) on the Trading Date immediately preceding the
public announcement of the transaction resulting in such Major
Transaction and had the Holder been the holder of record of such
Common Stock at the time of the consummation of such Major
Transaction, and (ii) cash paid by the Company in immediately
available funds in an amount equal to the product of the (x) Market
Price (as defined in the Debentures) calculated as of the date of the
public announcement of the transaction resulting in such Major
Transaction, and (y) the maximum number of Warrant Shares issuable to
the Holder upon a Cashless Exercise of the Warrant as of such date
(without regard to any limitations on exercise herein contained), and
the Company shall make lawful provision for the foregoing as a part
of such Major Transaction and, in the case of (i) above, shall cause
the issuer of any security in such transaction to assume all of the
Company's obligations under the Securities Purchase Agreement, the
Debentures and the Registration Rights Agreement.
(e) Adjustments; Additional Shares, Securities or Assets. In the event
that at any time, as a result of an adjustment made pursuant to this
paragraph 6, the Holder of this Warrant shall, upon exercise of this
Warrant, become entitled to receive securities or assets (other than
Common Stock) then, wherever appropriate, all references herein to
shares of Common Stock shall be deemed to refer to and include such
shares and/or other securities or assets; and thereafter the number of
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such shares and/or other securities or assets shall be subject to
adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this paragraph 6. Any
adjustment made herein that results in a decrease in the Exercise
Price shall also effect a proportional increase in the number of
shares of Common Stock into which this Warrant is exercisable.
(f) Exceptions to Adjustment of Exercise Price. No adjustment to the
Exercise Price will be made pursuant to this Section 6 (i) upon the
exercise of any warrants, options or convertible securities granted,
issued and outstanding on the Closing Date (except in the case where
the price at which such warrant, option or security is exercised has
decreased since the Closing Date as a result of a reset, anti-
dilutive adjustment or similar occurrence); (ii) upon the grant or
exercise of any stock or options which may hereafter be granted or
exercised under any employee benefit plan, stock option plan or
restricted stock plan of the Company now existing or to be
implemented in the future, so long as the issuance of such stock or
options is approved by a majority of the Board of Directors of the
Company; (iii) upon the exercise of the Warrants or the conversion of
the Debentures; and (iv) upon the issuance of securities pursuant to
a firm-commitment, fixed-price underwritten offering. Notwithstanding
the foregoing, no adjustment to the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at
least one percent (1%) in such price; provided, however, that any
adjustments to the Exercise Price by reason of this clause that are
not made shall be carried forward and taken into account in any
subsequent adjustment of the Exercise Price that is required to be
made under this Warrant
7. Fractional Interests.
No fractional shares or scrip representing fractional shares shall be issuable
upon the exercise of this Warrant, but on exercise of this Warrant, the Holder
hereof may purchase only a whole number of shares of Common Stock. If, on
exercise of this Warrant, the Holder hereof would be entitled to a fractional
share of Common Stock or a right to acquire a fractional share of Common Stock,
such fractional share shall be disregarded and the number of shares of Common
Stock issuable upon exercise shall be rounded up or down to the nearest whole
number of shares of Common Stock.
8. Transfer of this Warrant.
The Holder may sell, transfer, assign, pledge or otherwise dispose of this
Warrant, in whole or in part, as long as such sale or other disposition is made
in the pursuant to an effective registration statement or an exemption to the
registration requirements of the Securities Act. Upon such transfer or other
disposition, the Holder shall deliver a written notice to the Company,
substantially in the form of the Transfer Notice attached hereto as Exhibit B
Page-8
(the "Transfer Notice"), indicating the person or persons to whom this Warrant
shall be transferred and, if less than all of this Warrant is transferred, the
number of Warrant Shares to be covered by the part of this Warrant to be
transferred to each such person. Within three (3) Business Days of receiving a
Transfer Notice and the original of this Warrant, the Company shall deliver to
the each transferee designated by the Holder a Warrant or Warrants of like
tenor and terms for the appropriate number of Warrant Shares and, if less than
all this Warrant is transferred, shall deliver to the Holder a Warrant for the
remaining number of Warrant Shares.
9. Benefits of this Warrant.
This Warrant shall be for the sole and exclusive benefit of the Holder of this
Warrant and nothing in this Warrant shall be construed to confer upon any
person other than the Holder of this Warrant any legal or equitable right,
remedy or claim hereunder.
10. Loss, theft, destruction or mutilation of Warrant.
Upon receipt by the Company of evidence of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
indemnity reasonably satisfactory to the Company, and upon surrender of this
Warrant, if mutilated, the Company shall execute and deliver a new Warrant of
like tenor and date.
11. Notice or Demands.
Any notice, demand or request required or permitted to be given by the Company
or the Holder pursuant to the terms of this Warrant shall be in writing and
shall be deemed delivered (i) when delivered personally or by verifiable
facsimile transmission, unless such delivery is made on a day that is not a
Business Day, in which case such delivery will be deemed to be made on the
next succeeding Business Day, (ii) on the next Business Day after timely
delivery to an overnight courier and (iii) on the Business Day actually
received if deposited in the U.S. mail (certified or registered mail, return
receipt requested, postage prepaid), addressed as follows:
If to the Company:
Ramtron International Corporation
0000 Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attn: XxXxx X. Xxxxxx, Chief Financial Officer
Tel: (000) 000-0000
Fax: (000) 000-0000
Page-9
with a copy to:
Coudert Brothers LLP
000 Xxxxx Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxx X. St. Clair, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
and if to the Holder, to such address as shall be designated by the Holder in
writing to the Company.
12. Applicable Law.
This Warrant is issued under and shall for all purposes be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within the State of New York.
13. Most Favored Nations.
The rights of the Purchasers and the obligations of the Company set forth in
Section 7.12 of the Securities Purchase Agreement are hereby incorporated by
reference and made a part of this Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the 21st
day of August 2003.
RAMTRON INTERNATIONAL CORPORATION
By: /S/ XxXxx X. Xxxxxx
-------------------------------
Name: XxXxx X. Xxxxxx
Title: Chief Financial Officer
Page-10
EXHIBIT A to WARRANT
EXERCISE NOTICE
The undersigned Holder hereby irrevocably exercises the right to purchase
of the shares of Common Stock ("Warrant Shares") of RAMTRON INTERNATIONAL
CORPORATION evidenced by the attached Warrant (the "Warrant"). Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.
1. Form of Exercise Price. The Holder intends that payment of the Exercise
Price shall be made as:
/ / a Cash Exercise with respect to XXXXXX Warrant Shares; and/or
/ / a Cashless Exercise with respect to XXXXXXX Warrant Shares, as
permitted by Section 5(b) of the attached Warrant.
2. Payment of Exercise Price. In the event that the Holder has elected a Cash
Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the Holder shall pay the sum of $XXXXXXXX to the Company in
accordance with the terms of the Warrant.
Date:
------------------------
------------------------------------------
Name of Registered Holder
By:
--------------------------------------
Name:
Title:
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EXHIBIT B to WARRANT
TRANSFER NOTICE
FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby
sells, assigns and transfers unto the person or persons named below the right
to purchase XXXXXXX shares of the Common Stock of RAMTRON INTERNATIONAL
CORPORATION evidenced by the attached Warrant.
Date:
---------------------------
--------------------------------------
Name of Registered Holder
By:
---------------------------------
Name:
Title:
Transferee Name and Address:
---------------------------------
---------------------------------
---------------------------------
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