1
EXHIBIT 10.5
FORM OF
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT
TO RULE 144 UNDER SUCH ACT.
WARRANT
Warrant No.___ Void after May 1, 2001
INFORMATICA CORPORATION
WARRANT TO PURCHASE PREFERRED STOCK
This Warrant is issued to __________________ by Informatica
Corporation, a California corporation (the "Company"), pursuant to the terms of
that certain Loan and Warrant Agreement dated as of May 7, 1996 (the "Loan
Agreement") in connection with the Company's issuance to the holder of this
Warrant of a Note dated as of May 7, 1996 (the "Note"). All provisions of the
Loan Agreement applicable hereto are incorporated herein by reference. Unless
otherwise indicated herein, defined terms shall have the same meaning for the
purpose of this Warrant as set forth in the Loan Agreement.
1. Purchase of Shares. Subject to the terms and conditions of the
Loan Agreement and as hereinafter set forth, the holder of this Warrant is
entitled, upon surrender of this Warrant at the principal office of the Company
(or at such other place as the Company shall notify the holder hereof in
writing), to purchase from the Company up to the number of fully paid and
nonassessable shares of Additional Securities (as defined in the Loan Agreement)
or Series B Preferred Stock of the Company (the "Series B Preferred Stock") as
provided in Section 1.2 of the Loan Agreement, or the number of shares of Common
Stock of the Company (the "Common Stock") that would have been issuable upon
conversion of the Additional Securities or Series B Preferred Stock, as
applicable, if this Warrant is exercised following the Company's initial public
offering of its securities pursuant to an effective registration statement (the
"IPO") (such Common Stock is referred to herein as, the "Conversion Stock"). The
shares of the Additional Securities, Series B Preferred Stock or Conversion
Stock issuable pursuant to this Section 1 (collectively, the "Shares") shall
also be subject to adjustment pursuant to Section 8 hereof.
1
2
2. Purchase Price. The purchase price for the Additional
Securities or Common Stock that would have been issuable upon conversion of the
Additional Securities shall be the per unit purchase price of the Additional
Securities and the purchase price for the Series B Preferred Stock or Common
Stock that would have been issuable upon conversion of the Series B Preferred
Stock shall be One Dollar ($1.00). Such price shall be subject to adjustment
pursuant to Section 8 hereof (such price, as adjusted from time to time, is
herein referred to as the "Exercise Price").
3. Exercise Period. This Warrant shall be and remain exercisable
from the date hereof until and including May 1, 2001.
4. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the holder may exercise, in
whole or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:
(i) the surrender of the Warrant, together with a duly
executed copy of the form of subscription attached hereto, to the Secretary of
the Company at its principal offices; and
(ii) the payment to the Company of an amount equal to the
aggregate Exercise Price for the number of Shares being purchased.
5. Net Issue Exercise.
(i) In addition to and without limiting the rights of the
holder under the terms hereof, the holder may elect to receive Shares equal to
the value of this Warrant (or the portion thereof being canceled) by surrender
of this Warrant at the principal office of the Company together with notice of
such election in which event the Company shall issue to holder a number of
shares of the Company's Additional Securities, Series B Preferred Stock or
Conversion Stock, as applicable, computed using the following formula:
X=Y(A-B)
------
A
Where X - The number of shares of Additional Securities, Series B
Preferred Stock or Conversion Stock as applicable, to
be issued to holder of this Warrant.
Y - The number of shares of Additional Securities, Series B
Preferred Stock or Conversion Stock as applicable,
purchasable under this Warrant.
2
3
A - If such exercise is prior to Company's IPO, the fair
market value of one share of the Company's
Common Stock issuable on conversion of the
Additional Securities or Series B Preferred Stock as
applicable; and if such exercise occurs following the
Company's IPO, the fair market value of one share of
the Company's Common Stock.
B - Exercise Price on the date of this calculation.
(ii) No payment of any cash or other consideration to the
Company shall be required from the holder of this Warrant in connection with any
exercise of this Warrant by exchange pursuant to this Section 5. Such exchange
shall be effective upon the later of (i) the date of receipt by the Company of
the Warrant surrendered for cancellation or (ii) the date of receipt by the
Company of a written request from the holder that the exchange pursuant to this
Section 5 be made or (iii) a later date as may be specified in such request. No
fractional shares arising out of the above formula for determining the number of
shares issuable in such exchange shall be issued, and the Company shall in lieu
thereof make payment to the holder of cash in the amount of such fraction
multiplied by the fair market value of one share of Common Stock issuable upon
the conversion of the Additional Securities or Series B Preferred Stock, as
applicable, on the date of the exchange.
(iii) For the purpose of this Section 5, the "fair market
value" of the shares of Additional Securities or Series B Preferred Stock, as
applicable, shall be calculated on the basis of (a) if the Common Stock issuable
upon the conversion thereof is then traded on a securities exchange, the average
of the closing prices of such Common Stock on such exchange over the 30-day
period ending three (3) days prior to the date of exercise, (b) if the Common
Stock issuable upon the conversion thereof is then regularly traded
over-the-counter, the average of the sale prices or secondarily the closing bid
of such Common Stock over the 30-day period ending three (3) days prior to the
date of exercise, or (c) if there is no active public market for the Common
Stock issuable upon the conversion thereof, the fair market value thereof as
determined in good faith by the Board of Directors of the Company.
6. Certificates for Shares. Upon the exercise of the purchase
rights evidenced by this Warrant, one or more certificates for the number of
Shares so purchased shall be issued as soon as practicable thereafter, and in
any event within thirty (30) days of the delivery of the subscription notice.
7. Valid Issuance of Shares. The Company covenants that the
Shares, when issued pursuant to the exercise of this Warrant, will be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof.
8. Adjustment of Exercise Price and Number of Shares. The number
of and kind of securities purchasable upon exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time as follows:
3
4
(a) Subdivisions, Combinations and Other Issuances. If the
Company shall at any time prior to the expiration of this Warrant subdivide the
Additional Securities or Series B Preferred Stock, as applicable, by split-up or
otherwise, or combine or issue additional shares thereof, or issue Common Stock
as a dividend with respect to any shares thereof, the number of Shares issuable
on the exercise of this Warrant shall forthwith be proportionately increased in
the case of a subdivision or stock dividend, or proportionately decreased in the
case of a combination. Appropriate adjustments shall also be made to the
purchase price payable per share, but the aggregate purchase price payable for
the total number of Shares purchasable under this Warrant (as adjusted) shall
remain the same. Any adjustment under this Section 8(a) shall become effective
at the close of business on the date the subdivision or combination becomes
effective, or as of record date of such dividend, or in the event that no record
date is fixed, upon the making of such dividend.
(b) Reclassification, Reorganization and Consolidation. In
case of any reclassification, capital reorganization, or change in the
Additional Securities or Series B Preferred Stock, as applicable, (other than as
a result of a subdivision, combination or stock dividend provided for in Section
8(a) above), then, as a condition of such reclassification, reorganization or
change, lawful provision shall be made, and duly executed documents evidencing
the same from the Company or its successor shall be delivered to the holder of
this Warrant, so that the holder of this Warrant shall have the right at any
time prior to the expiration of this Warrant to purchase, at a total price equal
to that payable upon the exercise of this Warrant, the kind and amount of shares
of stock and other securities and property receivable in connection with such
reclassification, reorganization or change by a holder of the same number of
shares of the Additional Securities or Series B Preferred Stock, as applicable,
as were purchasable by the holder of this Warrant immediately prior to such
reclassification, reorganization or change. In any such case, appropriate
provisions shall be made with respect to the rights and interest of the holder
of this Warrant so that the provisions hereof shall thereafter be applicable
with respect to any shares of stock or other securities and property deliverable
upon exercise hereof, and appropriate adjustments shall be made to the purchase
price per share payable hereunder, provided the aggregate purchase price shall
remain the same.
(c) Notice of Adjustment. When any adjustment is required
to be made in the number or kind of shares purchasable upon exercise of the
Warrant, the Company shall promptly notify the holder of such event and of the
number of shares of Additional Securities, Series B Preferred Stock or other
securities or property thereafter purchasable upon exercise of the Warrant.
9. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash
payment therefor on the basis of the Exercise Price then in effect.
10. No Shareholder Rights. Prior to exercise of this Warrant, the
holder shall not be entitled to any rights of a shareholder with respect to the
Shares, including (without limitation) the right to vote such Shares, receive
dividends or other distributions thereon, exercise
4
5
preemptive rights or be notified of shareholder meetings, and such holder shall
not be entitled to any notice or other communication concerning the business or
affairs of the Company.
11. Successors and Assigns. The terms and provisions of this
Warrant and the Loan Agreement shall inure to the benefit of, and be binding
upon, the Company and the holders hereof and their respective successors and
assigns.
12. Amendments and Waivers. Each time the holder of this Warrant
and the Company proposes to amend any term of this Warrant or waive the
observance of any term of this Warrant (either generally or in a particular
instance and either retroactively or prospectively), the Company shall first
provide notice of such proposed amendment or waiver to each holder of warrants
issued pursuant to the Loan Agreement (individually a "Warrantholder" and
collectively, "Warrantholders"). Within ten (10) calendar days after receipt of
such notice, each Warrantholder may elect to accept such amendment or waiver by
providing written notice to the Company. Any waiver or amendment so accepted by
a Warrantholder shall be binding upon each holder of any Shares purchased under
the Warrant of such Warrantholder (including securities into which such Shares
have been converted), each future holder of all such Shares and securities and
the Company.
This Warrant is issued effective as of May 7, 1996.
INFORMATICA CORPORATION
By: [SIG]
---------------------------------------------
5
6
SUBSCRIPTION
Informatica Corporation
Attention: Corporate Secretary
The undersigned, the holder of the attached Warrant, hereby
irrevocably elects to purchase pursuant to the provisions of the attached
Warrant, _______ shares of _______________________________ of Informatica
Corporation (or such securities issuable hereunder).
Payment of the exercise price per share required under such
Warrant accompanies this Subscription.
The undersigned hereby represents and warrants that the
undersigned is acquiring such shares for its own account for investment purposes
only, and not for resale or with a view to distribution of such shares or any
part thereof.
WARRANTHOLDER:
-------------------------------------------
Date: By:
------------------------- ----------------------------------------
Title
--------------------------------------
Address:
-----------------------------------
6
