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 5, 2003
LATTICE SEMICONDUCTOR CORPORATION
FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK
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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 GRANT. "Date of Grant" means May 5, 1998.
(e) SHARES. "Shares" means the shares of Common Stock subject
to this Warrant, in the initial aggregate amount of 50,098, which amount is
subject to adjustment pursuant to Section 5 hereof.
(f) 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 (or, if the Common Stock should cease to
be traded thereon, on such other exchange or public trading market on
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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.
(g) 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.
(h) WARRANT PRICE. "Warrant Price" means initially a price of
$47.875 (Forty-Seven Dollars and Eighty-Seven and One Half Cents) 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
3,929 Shares subject to the Warrant per month commencing March 1, 1998 and
ending August 31, 1998, and as to 4,420 Shares subject to the Warrant per
month commencing September 1, 1998 and ending February 28, 1999.
(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 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
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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
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
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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 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
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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."
(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.
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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.
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 5, 2003.
LATTICE SEMICONDUCTOR CORPORATION
By:
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Name:
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Title:
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Date of Grant: May 5, 1998
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