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EXHIBIT 4.2
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY APPLICABLE STATE SECURITIES LAWS AND NEITHER MAY BE SOLD OR OTHERWISE
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND
SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD
THERETO, OR (ii) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES
ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION
WITH SUCH PROPOSED TRANSFER.
RF MICRO DEVICES, INC.
STOCK PURCHASE WARRANT
COMMON STOCK
Warrant No. 1 54,546 Shares
This certifies that, for value received,
XXXXX TELECOM GROUP, INC.
or its assigns, is entitled, subject to the terms and conditions hereinafter
set forth, at any time after the Exercise Date but in any event at or before
3:00 o'clock P.M., Greensboro, North Carolina time, on August 6, 2000, but not
thereafter, to purchase up to 54,546 shares of Common Stock, no par value
("Common Stock"), of RF Micro Devices, Inc., a North Carolina corporation (the
"Company"), such number of shares being subject to adjustment upon the
occurrence of the contingencies set forth in this Warrant. The purchase price
payable upon the exercise of this Warrant shall be $2.75 per share, said amount
being subject to adjustment upon the occurrence of the contingencies set forth
in this Warrant (the "Warrant Price").
Upon delivery of this Warrant duly executed, together with
payment of the Warrant Price for the shares of Common Stock thereby purchased,
at the principal office of the Company or at such other address as the Company
may designate by notice in writing to the registered holder hereof, the
registered holder of this Warrant shall be entitled to receive a certificate or
certificates for the shares of Common Stock so purchased. All shares of Common
Stock issued upon the exercise of this Warrant will, upon issuance, be fully
paid and nonassessable and free from all taxes, liens and charges with respect
thereto.
This Warrant is subject to the following terms and conditions:
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1. Exercise of Warrant. This Warrant may be exercised
in whole, or in part from time to time, at any time after the Exercise Date but
in any event at or prior to 3:00 o'clock P.M., Greensboro, North Carolina time,
on August 6, 2000, but not thereafter, as to all or any part of the number of
54,546 whole shares of Common Stock then subject hereto. The Term "Exercise
Date" as used herein shall mean the earlier of the 90th day following the date
this Warrant was issued or the closing date of a Financing as provided in
paragraph 2 below. In case of any partial exercise of this Warrant, the
Company shall execute and deliver a new Warrant of like tenor and date for the
balance of the shares of Common Stock purchasable hereunder.
2. Number of Shares and Purchase Price. The number of
shares of Common Stock which may be purchased upon the exercise of this Warrant
shall, prior to the 90th day following the first advance made under the Note
described below, for all purposes be deemed to be 36,364 (rather than 54,546)
shares (i.e., two-thirds of the amount on the face hereof). If at any time
prior to the 90th day following the date this Warrant was issued, the Company
shall issue additional shares of Common Stock or any securities convertible
into Common Stock at a price per share different than the Warrant Price per
share at such time, in a single transaction or series of Related Transactions
(as hereinafter defined) that result in the receipt by the Company of cash
proceeds (before deduction of expenses or any discounts or selling commissions)
of at least $1,000,000 (the "Financing"), then, provided the Company shall pay
all outstanding principal, interest and other amounts due under the Note (as
hereinafter defined), the Warrant Price upon the closing of the Financing shall
be reduced or increased, as the case may be, as of the opening of business on
the date of such closing, to that price equal to the aggregate consideration
received by the Company in the Financing for the total number of additional
shares of Common Stock so issued in the Financing divided by the number of
additional shares of Common Stock so issued. As used in this paragraph, the
term "Related Transactions" means sales of the Company's equity securities
within a 30-day period on the same terms and for the same type of
consideration. The term "Note" shall mean that certain subordinated promissory
note of the Company in the principal amount of up to $2 million issued to the
original holder of this Warrant. For the purpose of this paragraph, in the
case of the issue of shares for a consideration other than cash, the
consideration received by the Company therefor shall be deemed to be the fair
value of such consideration as determined in good faith by its Board of
Directors. The issuance of any warrants, options or other subscription rights
with respect to Common Stock and the issuance of any securities convertible
into Common Stock (or the issuance of any warrants, options or any rights with
respect to such convertible securities) shall be deemed to be an issuance at
such time of Common Stock.
3. Adjustment of Warrant Price and Number of Shares
Purchasable Hereunder. The Warrant Price and the number of shares purchasable
hereunder shall be subject to further adjustment from time to time in
accordance with the following provisions:
(a) The Company shall notify, in the manner provided in
paragraph 5 below, the registered holder of this Warrant at least 30
days prior to the making of any payment of any cash dividend or
distribution of property by the Company
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otherwise than out of earned surplus, either tangible or intangible
(other than distributions of Common Stock), to the holders of the
Common Stock, in which event the Warrant Price for the shares of
Common Stock then subject to this Warrant shall be reduced by the per
share amount of such dividend or distribution unless and until the
Warrant Price is equal to zero. If and when the Warrant Price is
reduced to zero, the registered holder of this Warrant shall be
entitled to receive, concurrently with the holders of the Common Stock
then outstanding, the per share amount of any such dividend or
distribution with respect to the number of shares of Common Stock then
purchasable upon exercise of this Warrant in the same manner and to
the same extent as if the registered holder of this Warrant were then
the registered owner of such number of shares of Common Stock. For
purposes of this subparagraph (a), the per share amount of any
distribution of property shall be the fair market value thereof as
determined by the Board of Directors in good faith in the resolutions
authorizing any such distribution.
(b) In case the Company shall at any time subdivide the
outstanding shares of its Common Stock, the Warrant Price in effect
immediately prior to such subdivision shall be proportionately
decreased, and in case the Company shall at any time combine the
outstanding shares of its Common Stock, the Warrant Price in effect
immediately prior to such combination shall be proportionately
increased, effective from and after the record date of such
subdivision or combination, as the case may be.
(c) Upon any adjustment in the Warrant Price per share
pursuant to paragraph 2 or subparagraph (b) above, the registered
holder of this Warrant shall thereafter be entitled to purchase, at
the adjusted Warrant Price, the number of shares of Common Stock,
calculated to the nearest full share obtained by (X) multiplying the
number of shares of Common Stock purchasable hereunder immediately
prior to such adjustment by the Warrant Price in effect immediately
prior to such adjustment, and (Y) dividing the product thereof by the
Warrant Price resulting from such adjustment. No such adjustment in
the number of shares that may be purchased upon exercise of this
Warrant shall be required in the event of an adjustment in the Warrant
Price per share pursuant to subparagraph (a).
(d) In the event of the issuance of additional shares of
Common Stock of the Company as a dividend on the Common Stock, from
and after the day which is the record day for the determination of
shareholders entitled to such dividend the registered holder of this
Warrant shall (until another adjustment) be entitled to purchase the
number of shares of Common Stock, calculated to the nearest full
share, obtained by multiplying the number of shares of Common Stock
purchasable hereunder immediately prior to said record date by the
percentage which the number of additional shares constituting any such
dividend is of the total number of shares of Common Stock outstanding
immediately prior
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to said record date plus the number of shares of Common Stock issuable
upon conversion of the outstanding convertible securities or upon
exercise of any outstanding warrants, options or rights (including
those with respect to convertible securities) and adding the result so
obtained to the number of shares of Common Stock purchasable hereunder
immediately prior to said record date.
Upon each adjustment pursuant to this subparagraph (d), the
Warrant Price in effect immediately prior to such adjustment shall be
reduced to an amount determined by dividing (X) the product obtained
by multiplying such Warrant Price by the number of shares of Common
Stock purchasable hereunder immediately prior to such adjustment by
(Y) the number of shares of Common Stock purchasable hereunder
immediately following such adjustment.
4. Reorganization, Reclassification, Consolidation or
Merger. If at any time while this Warrant is outstanding there shall be any
reorganization or reclassification of the Common Stock of the Company (other
than a subdivision or combination of shares provided for in paragraph 3 above),
or any consolidation or merger of the Company with another corporation, the
holder of this Warrant shall thereafter be entitled to receive, during the term
hereof and upon payment of the Warrant Price, the number of shares of stock or
other securities or property of the Company or of the successor corporation
resulting from such consolidation or merger, as the case may be, to which a
holder of the Common Stock of the Company, deliverable upon the exercise of
this Warrant, would have been entitled upon such reorganization,
reclassification, consolidation or merger if this Warrant had been exercised
immediately prior to such reorganization, reclassification, consolidation or
merger; and in any such case, appropriate adjustment (as determined by the
Board of Directors of the Company) shall be made in the application of the
provisions herein set forth with respect to the rights and interest thereafter
of the holder of this Warrant to the end that the provisions set forth herein
(including the adjustment of the Warrant Price and the number of shares
issuable upon the exercise of this Warrant) shall thereafter be applicable, as
near as reasonably may be, in relation to any shares or other property
thereafter deliverable upon the exercise hereof.
5. Notice of Adjustments. Upon any adjustment of the
Warrant Price and any increase or decrease in the number of shares of Common
Stock purchasable upon the exercise of this Warrant, then, and in each such
case, the Company, within 30 days after a Holder's request, shall give written
notice thereof to the registered holder of this Warrant at the address of such
holder as shown on the books of the Company, which notice shall state the
Warrant Price as adjusted and the increased or decreased number of shares
purchasable upon the exercise of this warrant, setting forth in reasonable
detail the method of calculation of each.
6. Charges, Taxes and Expenses. The issuance of
certificates for shares of Common Stock upon any exercise of this Warrant shall
be made without charge to the holder hereof for any tax or other expense in
respect to the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the
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name of, or in such name or names as may be directed by, the holder of this
Warrant; provided, however, that in the event that certificates for shares of
Common Stock are to be issued in a name other than the name of the holder of
this Warrant, this Warrant when surrendered for exercise shall be accompanied
by an instrument of transfer in form satisfactory to the Company, duly executed
by the holder hereof in person or by an attorney duly authorized in writing and
the holder shall pay all stock transfer taxes payable upon issuance of such
stock certificate.
7. Registration Rights. The holder of this Warrant
shall have such rights to have registered under any federal or state securities
laws the shares of Common Stock issuable upon exercise hereof upon the same
basis and subject to the same terms and conditions (including indemnification)
as provided in that certain Registration Rights Agreement dated December 1,
1993, as amended, between the Company and the investors named therein.
8. Certain Obligations of the Company. The Company
agrees that it will not establish or increase the par value of the shares of
any Common Stock which are at the time issuable upon exercise of this Warrant
above the then prevailing Warrant Price hereunder and that, before taking any
action which would cause an adjustment reducing the Warrant Price hereunder
below the then par value, if any, of the shares of any Common Stock issuable
upon exercise hereof, the Company will take any corporate action which may, in
the opinion of its counsel, be necessary in order that the Company may validly
and legally issue fully paid and non assessable shares of Common Stock at the
Warrant Price as so adjusted.
9. Miscellaneous.
(a) The Company covenants that it will at all times reserve
and keep available, solely for the purpose of issue upon the exercise
hereof, a sufficient number of shares of Common Stock to permit the
exercise hereof in full.
(b) The terms of this Warrant shall be binding upon and
shall inure to the benefit of any successors or assigns of the Company
and of the holder or holders hereof and of the Common Stock issued or
issuable upon the exercise hereof.
(c) No holder of this Warrant, as such, shall be entitled
to vote or receive dividends (except as provided in paragraph 2(a)
hereof) or be deemed to be a shareholder of the Company for any
purpose.
(d) This Warrant may be divided into separate Warrants
covering one share of the Common Stock or any whole multiple thereof,
for the total number of shares of Common Stock then subject to this
Warrant at any time, or from time to time, upon the request of the
registered holder of this Warrant and the surrender of the same to the
Company for such purpose. Such subdivided Warrants shall be issued
promptly by the Company following any such request
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and shall be of the same form and tenor as this Warrant, except for
any requested change in the name of the registered holder stated
herein.
(e) Except as otherwise provided herein, this Warrant and
all rights hereunder are transferrable by the registered holder hereof
in person or by duly authorized attorney on the books of the Company
upon surrender of this Warrant, properly endorsed, to the Company.
The Company may deem and treat the registered holder of this Warrant
at any time as the absolute owner hereof for all purposes and shall
not be affected by any notice to the contrary.
(f) Notwithstanding any provision herein to the contrary,
the holder hereof may not sell, transfer or otherwise assign this
Warrant unless the Company is provided with an opinion of counsel
satisfactory in form and substance to the Company, to the effect that
such sale, transfer or assignment does not violate the Securities Act
of 1933 or applicable state securities laws.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto.
Dated August 7, 1995.
RF MICRO DEVICES INC.
By:
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Xxxxx X. Xxxxxxx
President and Chief Executive Officer
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