EXHIBIT C
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 NOR UNDER APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER
SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
, 1999
CLASS A STOCK PURCHASE WARRANT
To Subscribe for and Purchase Common Stock of
TELETRAC, INC.
VOID AFTER _____________, 2004
________
THIS CERTIFIES that, for value received, , or registered assigns,
is entitled, subject to the terms of Section 1 hereof, to subscribe for and
purchase from Teletrac, Inc., a Delaware corporation (the "Company"), at the
price of $.05 per share (the "Warrant Price"), up to fully paid,
nonassessable shares of Common Stock, par value $.01 per share, of the Company
("Common Stock"), subject, however, to the provisions and upon the terms and
conditions hereinafter set forth, including, without limitation, the provisions
of Section 3 hereof.
Section 1. EXERCISE OF WARRANT. The rights represented by this
Warrant shall vest and become exercisable at any time or from time to time after
the Effective Date (as such term is defined in the Senior Secured Note and Class
A Warrant Purchase Agreement dated as of ___________, 1999 (the "Purchase
Agreement")) among the Company and the purchasers named therein), and on or
prior to ___________, 2004.
As provided above, this Warrant shall terminate on ____, 2004
This Warrant may be exercised by the holder hereof, in whole or in
part (but not as to a fractional share of Common Stock), by the completion of
the subscription form attached hereto and by the surrender of this Warrant
(properly endorsed) at the principal executive offices of the Company (or at
such other agency or office of the Company in the United States as it may
designate by notice in writing to the holder hereof at the address of the holder
hereof appearing on the books of the Company), and by payment to the Company of
the Warrant Price, at the election of such holder, (i) in cash or by certified
or official bank check, for each share being purchased, or (ii) by receiving
from the Company the number of shares of Common Stock equal to the number of
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shares of Common Stock otherwise issuable upon such exercise less the number of
shares of Common Stock having a value on the date of exercise equal to the
Warrant Price applicable to the number of shares of Common Stock for which this
Warrant is being exercised.
(a) In the event of any exercise of the rights represented by this
Warrant, a certificate or certificates for the shares of Common Stock so
purchased, registered in the name of the holder hereof, shall be delivered to
the holder hereof within a reasonable time, not exceeding three business days,
after the rights represented by this Warrant shall have been so exercised; and,
unless this Warrant has expired or been exercised in full, a new Warrant
representing the number of shares (except a remaining fractional share), if any,
with respect to which this Warrant shall not then have been exercised shall also
be issued to the holder hereof within such time. With respect to any such
exercise, the holder hereof shall for all purposes be deemed to have become the
holder of record of the number of shares of Common Stock evidenced by such
certificate or certificates from the date on which this Warrant was surrendered
and payment of the Warrant Price was made irrespective of the date of delivery
of such certificate, except that, if the date of such surrender and payment is a
date on which the stock transfer books of the Company are closed, such person
shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the stock transfer books are open.
No fractional shares shall be issued upon exercise of this Warrant. If any
fractional interest in a share of Common Stock would, except for the provisions
of this Section 1, be delivered upon any such exercise, the Company, in lieu of
delivering the fractional share thereof, shall pay to the holder hereof an
amount in cash equal to the current fair market value of such fractional
interest.
(b) For purposes hereof, the fair market value of a share of Common
Stock on any date shall be equal to (A) the fair market value of the Company's
Common Stock determined on the basis of (1) the last sale price of shares of
Common Stock, regular way, on such date or, if no such sale takes place on such
date, the average of the closing bid and asked prices thereof on such date, in
each case as officially reported on the principal national securities exchange
on which the Common Stock is then listed or admitted to trading, or (2) if no
shares of Common Stock are then listed or admitted to trading on any national
securities exchange but the Common Stock is designated as a national market
system security by the National Association of Securities Dealers, the last
trading price of the Common Stock on such date, or (B) if shares of Common Stock
are not then listed or admitted to trading on any national exchange or
designated as a national market system security, the fair market value thereof
as determined by the Board of Directors of the Company in good faith.
Section 2. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES.
(a) SUBDIVISION OR COMBINATION OF STOCK. In case the Company shall
at any time subdivide its outstanding shares of Common Stock into a greater
number of shares, the Warrant Price in effect immediately prior to such
subdivision shall be proportionately reduced, I.E., the holder shall be
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entitled to purchase after such subdivision, for the same consideration as
applicable prior to such subdivision, the same percentage of outstanding
Common Stock that such holder was entitled to purchase prior to such
subdivision, and conversely, in case the outstanding shares of Common Stock
of the Company shall be combined into a smaller number of shares, the
Warrant Price in effect immediately prior to such combination shall be
proportionately increased.
(b) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
If any capital reorganization or reclassification of the capital stock of
the Company or any consolidation or merger of the Company with another
corporation, or the sale of all or substantially all its assets to another
corporation shall be effected in such a way that holders of Common Stock
shall be entitled to receive stock, securities or assets with respect to or
in exchange for Common Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and adequate
provisions shall be made whereby each holder of the Warrants shall
thereafter have the right to receive upon the basis and upon the terms and
conditions specified herein and in lieu of the shares of Common Stock of
the Company immediately theretofore receivable upon the exercise of such
Warrant or Warrants, such shares of stock, securities or assets (including
cash) as may be issued or payable with respect to or in exchange for a
number of outstanding shares of Common Stock equal to the number of shares
of such stock immediately theretofore so receivable had such
reorganization, reclassification, consolidation, merger or sale not taken
place, and in any such case this Warrant shall become immediately
exercisable, notwithstanding any other provision contained herein, and
appropriate provision shall be made with respect to the rights and
interests of such holder to the end that the provisions hereof (including,
without limitation, provisions for adjustments of the Warrant Price) shall
thereafter be applicable, as nearly as may be, in relation to any shares of
stock, securities or assets thereafter deliverable upon the exercise of
such Warrants (including an immediate adjustment, by reason of such
consolidation or merger, of the Warrant Price to the value for the Common
Stock reflected by the terms of such consolidation or merger if the value
so reflected is less than the Warrant Price in effect immediately prior to
such consolidation or merger). In the event of a merger or consolidation of
the Company as a result of which a greater or lesser number of shares of
common stock of the surviving corporation are issuable to holders of Common
Stock of the Company outstanding immediately prior to such merger or
consolidation, the Warrant Price in effect immediately prior to such merger
or consolidation shall be adjusted in the same manner as though there were
a subdivision or combination of the outstanding shares of Common Stock of
the Company. The Company will not effect any such consolidation, merger or
sale, unless prior to the consummation thereof the successor corporation
(if other than the Company) resulting from such consolidation or merger or
the corporation purchasing such assets shall assume, by written instrument
executed and mailed or delivered to each Warrantholder at the last address
of such holder appearing on the books of the Company, the obligation to
deliver to such holder such shares of stock, securities or assets as, in
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accordance with the foregoing provisions, such holder may be entitled to
receive upon exercise of such Warrants.
(c) NOTICE OF ADJUSTMENT. Upon any adjustment of the Warrant Price,
then and in each such case the Company shall give written notice thereof,
by first class mail, postage prepaid, addressed to each Warrantholder at
the address of such holder as shown on the books of the Company, which
notice shall state the Warrant Price resulting from such adjustment,
setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.
(d) STOCK TO BE RESERVED. The Company shall at all times reserve and
keep available out of its authorized Common Stock or its treasury shares,
solely for the purpose of issuance upon the exercise of this Warrant as
herein provided, such number of shares of Common Stock as shall then be
issuable upon the exercise of this Warrant. The Company covenants that all
shares of Common Stock which shall be so issued shall be duly and validly
issued and fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof, and, without limiting the
generality of the foregoing, the Company covenants that it will from time
to time take all such action as may be requisite to assure that, in the
event that the Company designates a par value per share of Common Stock,
the par value per share of the Common Stock shall be at all times equal to
or less than the effective Warrant Price. The Company shall take all such
action as may be necessary to assure that all such shares of Common Stock
may be so issued without violation of any applicable law or regulation, or
of any requirements of any national securities exchange upon which the
Common Stock of the Company may be listed. The Company shall not take any
action which results in any adjustment of the Warrant Price if the total
number of shares of Common Stock issued and issuable after such action upon
exercise of this Warrant would exceed the total number of shares of Common
Stock then authorized by the Company's Articles of Incorporation. The
Company has not granted and will not grant any right of first refusal with
respect to shares issuable upon exercise of this Warrant, and there are no
preemptive rights associated with such shares.
(e) CERTAIN ISSUES OF COMMON STOCK EXCEPTED. Anything herein to the
contrary notwithstanding, the Company shall not be required to make any
adjustment in the Warrant Price in the case of (i) the issuance of Class B
Warrants as defined in the Plan of Reorganizing of Teletrac, Inc. dated
________, 1999 (the "Plan") or the issuance of shares of Common Stock upon
the exercise of any such Class B Warrants or (ii) the issuance of Incentive
Options (as defined in the Plan) in the issuance of any shares of Common
Stock upon exercise of such Incentive Options.
(f) ISSUE TAX. The issuance of certificates for shares of Common
Stock upon exercise of this Warrant shall be made without charge to the
holder hereof for any issuance tax in respect thereof, provided that the
Company shall not be required to pay any tax which may be payable in
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respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder hereof.
(g) CLOSING OF TRANSFER BOOKS. The Company will at no time close its
transfer books against the transfer of the shares of Common Stock issued or
issuable upon the exercise of this Warrant in any manner which interferes
with the timely exercise of this Warrant.
(h) DEFINITION OF COMMON STOCK. As used herein the term "Common
Stock" shall mean and include the Common Stock, $.01 par value, of the
Company as authorized on the Effective Date (as such term is defined in the
Purchase Agreement), or shares of any class or classes resulting from any
reclassification or reclassifications thereof and in case at any time there
shall be more than one such resulting class, the shares of each class then
so issuable shall be substantially in the proportion which the total number
of shares of such class resulting from all such reclassifications bears to
the total number of shares of all such classes resulting from all such
reclassifications.
Section 3. NOTICES OF RECORD DATES. In the event of
(1) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution (other than cash
dividends out of earned surplus), or any right to subscribe for, purchase
or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any right to sell shares of stock of
any class or any other right; or
(2) any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company or any transfer of
all or substantially all the assets of the Company to or consolidation or
merger of the Company with or into any other corporation or entity; or
(3) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company;
then and in each such event the Company shall give notice to the holder of this
Warrant specifying (i) the date on which any such record is to be taken for the
purpose of such dividend, distribution or right and stating the amount and
character of such dividend, distribution or right, and (ii) the date on which
any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock will be entitled to exchange their shares of Common Stock for securities
or other property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up. Such notice shall be given at least 20 days and not more than 90
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days prior to the date therein specified, and such notice shall state that the
action in question or the record date is subject to (x) the effectiveness of a
registration statement under the Securities Act of 1933, as amended, and
applicable state securities laws, or (y) a favorable vote of stockholders, if
either is required.
Section 4. NO STOCKHOLDER RIGHTS OR LIABILITIES. (a) This warrant
shall not entitle the holder hereof to any voting rights or other rights as a
shareholder of the Company. No provision hereof, in the absence of affirmative
action by the holder hereof to purchase shares of Common Stock, and no mere
enumeration herein of the rights or privileges of the holder hereof, shall give
rise to any liability of such holder for the Warrant Price or as a stockholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.
(b) If the Company, at any time while this Warrant is outstanding,
shall make a distribution to the holders of its Common Stock of its property or
assets as a dividend in liquida tion or partial liquidation or by way of return
of capital or any dividend payable out of funds legally available for dividends
under the laws of the State of Delaware the holder of this Warrant shall be
entitled to receive at the time of such distribution, without payment of any
consideration, a sum equal to the amount of such property or assets as would
have been payable to the holder hereof as an owner of the shares issuable upon
the exercise hereof had the holder hereof been the holder of record of such
shares on the record date for such distribution; and an appropriate provision
with respect to such payment to such holder as described in this paragraph (b)
shall be made a part of any such distribution.
Section 5. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this
Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms
as to indemnity or otherwise as it may in its discretion reasonably impose
(which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as the Warrant so
lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an
original contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by
anyone.
Section 6. NOTICES. All notices, requests and other communications
required or permitted to be given or delivered hereunder shall be in writing,
and shall be delivered, or shall be sent by national overnight courier service
or by certified or registered mail, postage prepaid and addressed, if to the
holder, to such holder at the address shown on the records of the Company or at
such other address as shall have been furnished to the Company by notice from
such holder and, if to the Company, addressed to the Company at 0000 Xxxxxxxxx
Xxxxx, Xxxxx 000, Xxxxx, XX 00000; Attention: General Counsel, or at such other
address as shall have been furnished to the holder by notice from the Company.
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IN WITNESS WHEREOF, TELETRAC, INC., has executed this Warrant on and
as of the day and year first above written.
TELETRAC, INC.
By ___________________
Name:
Title:
[Corporate Seal]
Attest:
_________________
Secretary
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SUBSCRIPTION FORM TO BE EXECUTED
UPON EXERCISE OF THE WARRANT
Date_________
To Teletrac, Inc.:
The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to subscribe for and purchase shares of Common Stock
covered by such Warrant, and herewith tenders $ in full payment of the purchase
price for such shares.
Name of Holder:
By ________________________________
Address __________________________
__________________________
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