EXHIBIT 10.5
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NEITHER THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE
WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
100,000 WARRANTS April 21, 2003
SIGNATURE EYEWEAR, INC.
WARRANTS
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SIGNATURE EYEWEAR, INC., a California corporation ("SIGNATURE"), certifies
that, for value received, HOME LOAN AND INVESTMENT COMPANY, a Colorado
corporation, ("HLIC") or registered assigns (the "HOLDER"), is the owner of One
Hundred Thousand (100,000) Warrants (the "WARRANTS"). Each Warrant entitles the
Holder to purchase from Signature at any time prior to the Expiration Date (as
defined below) one share of the Common Stock of Signature for $0.67 (the
"EXERCISE PRICE"), on the terms and conditions hereinafter provided. The
Exercise Price and the number of shares of Common Stock purchasable upon
exercise of each Warrant are subject to adjustment as provided in these
Warrants.
1. VESTING; EXPIRATION DATE; EXERCISE
1.1 Vesting. The Warrants vested and fully exercisable as of the date
hereof.
1.2 Expiration Date. The Warrants shall expire on the earlier to occur of:
(a) April 30, 2008 and (b) the Sale of Signature (the "EXPIRATION DATE"), after
which time the Warrants shall expire and be of no further force or effect. The
"SALE" of Signature shall be deemed to have occurred on the closing of the first
to occur of the following: (a) the sale of all or substantially all of the
assets of Signature; or (b) the merger of Signature in which the holders of the
Common Stock of Signature exchange their shares of Common Stock for
consideration which does not include voting equity securities.
1.3 Manner of Exercise. The Warrants are exercisable by delivery to
Signature of the following (the "EXERCISE DOCUMENTS"): (a) this Certificate; (b)
a written notice of election to exercise the Warrants; and (c) payment of the
Exercise Price in cash or by check. Within 20 days following receipt of the
foregoing, Signature shall execute and deliver to the Holder a certificate or
certificates representing the aggregate number of shares of Common Stock
purchased by the Holder, and if less than all of the Warrants evidenced by this
Certificate are exercised, a new certificate evidencing the Warrants not so
exercised.
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2. ADJUSTMENTS OF EXERCISE PRICE AND NUMBER AND KIND OF CONVERSION SHARES
2.1 In the event that Signature shall at any time hereafter (a) pay a
dividend in Common Stock or securities convertible into Common Stock; (b)
subdivide or split its outstanding Common Stock; (c) combine its outstanding
Common Stock into a smaller number of shares; then the number of shares to be
issued immediately after the occurrence of any such event shall be adjusted so
that the Holder thereafter may receive the number of shares of Common Stock it
would have owned immediately following such action if it had exercised the
Warrants immediately prior to such action and the Exercise Price shall be
adjusted to reflect such proportionate increases or decreases in the number of
shares.
2.2 In case of any reclassification of the outstanding shares of Common
Stock (other than a change covered by Section 2.1 hereof or a change which
solely affects the par value of such shares) or in the case of any merger or
consolidation in which Signature is not the continuing corporation and which
results in any reclassification or capital reorganization of the outstanding
shares), the Holder shall have the right thereafter (until the Expiration Date)
to receive upon the exercise hereof, for the same aggregate Exercise Price
payable hereunder immediately prior to such event, the kind and amount of shares
of stock or other securities or property receivable upon such reclassification,
capital reorganization, merger or consolidation, by a Holder of the number of
shares of Common Stock obtainable upon the exercise of the Warrants immediately
prior to such event; and if any reclassification also results in a change in
shares covered by Section 2.1, then such adjustment shall be made pursuant to
both this Section 2.2 and Section 2.1. The provisions of this Section 2.2 shall
similarly apply to successive reclassifications, capital reorganizations and
mergers or consolidations, sales or other transfers.
3. TRANSFER. Subject to compliance with applicable securities laws, the
Warrants are transferable on the books of Signature maintained for such purpose
by Signature in person, or by duly authorized attorney, upon surrender of this
Certificate properly endorsed and upon payment of any necessary transfer tax or
other governmental charge imposed upon such transfer. If less than all of the
Warrants evidenced by this Certificate are transferred, Signature will, upon
transfer, execute and deliver to the Holder a new certificate evidencing the
Warrants not so transferred.
4. RESERVATION OF SHARES. Signature shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, such number
of shares of Common Stock as shall from time to time be issuable upon exercise
of the Warrants. If at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to permit the exercise of the Warrants,
Signature shall promptly seek such corporate action as may necessary to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purpose.
5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in the
Exercise Price, or number or type of shares issuable upon exercise of these
Warrants, the Chief Financial Officer of Signature shall compute such adjustment
in accordance with the terms of these Warrants and prepare a certificate setting
forth such adjustment and showing in detail the facts upon which such adjustment
is based, including a statement of the adjusted Exercise Price. Signature shall
promptly send (by facsimile and by either first class mail, postage prepaid or
overnight delivery) a copy of each such certificate to the Holder.
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6. LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to
Signature of the ownership of and the loss, theft, destruction or mutilation of
this Certificate, and of indemnity reasonably satisfactory to it, and (in the
case of mutilation) upon surrender and cancellation of these Warrants, Signature
will execute and deliver in lieu thereof a new Certificate of like tenor as the
lost, stolen, destroyed or mutilated Certificate.
7. REPRESENTATIONS OF HLIC. By accepting these Warrants, HLIC hereby
represents and warrants to, and agrees with, Signature as follows:
7.1 HLIC is acquiring the Warrants for its own account, for investment
purposes only.
7.2 HLIC is an "accredited investor" within the meaning of Regulation D of
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "SECURITIES ACT").
7.3 HLIC understands that an investment in the Warrants involves a high
degree of risk, and HLIC has the financial ability to bear the economic risk of
this investment in the Warrants, including a complete loss of such investment.
HLIC has adequate means for providing for its current financial needs and has no
need for liquidity with respect to this investment.
7.4 HLIC has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of an investment
in the Warrants and in protecting its own interest in connection with this
transaction.
7.5 HLIC understands that the Warrants have not been registered under the
Securities Act or under any state securities laws. HLIC is familiar with the
provisions of the Securities Act and Rule 144 thereunder and understands that
the restrictions on transfer on the Warrants may result in HLIC being required
to hold the Warrants for an indefinite period of time.
7.6 HLIC agrees not to sell, transfer, assign, gift, create a security
interest in, or otherwise dispose of, with or without consideration
(collectively, "TRANSFER") any of the Warrants except pursuant to an effective
registration statement under the Securities Act or an exemption from
registration. As a further condition to any such Transfer, except in the event
that such Transfer is made pursuant to an effective registration statement under
the Securities Act, if in the reasonable opinion of counsel to Signature any
Transfer of the Warrants by the contemplated transferee thereof would not be
exempt from the registration and prospectus delivery requirements of the
Securities Act, Signature may require the contemplated transferee to furnish
Signature with an investment letter setting forth such information and
agreements as may be reasonably requested by Signature to ensure compliance by
such transferee with the Securities Act.
8. NOTICES. All notices, requests, consents and other communications required
hereunder shall be in writing and by first class mail or by registered or
certified mail, postage prepaid, return receipt requested, and (other than in
connection with the exercise of the Warrants) shall be deemed to have been duly
made when received or, if sent registered or certified mail, postage prepaid,
return receipt requested, on the third day following deposit in the mails: if
addressed to the Holder, at the last address of such Holder on the books of
Signature; and if addressed to Signature at 000 Xxxxx Xxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxx 00000, or such other address as Signature may notify Holder in
writing.
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9. NO RIGHTS AS SHAREHOLDER. The Holder shall have no rights as a shareholder
of Signature with respect to the shares issuable upon exercise of the Warrants
until the receipt by Signature of all of the Exercise Documents. Except as may
be provided by Section 2 of this Certificate, no adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date Signature receives all of the Exercise Documents.
SIGNATURE EYEWEAR, INC.
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Chief Financial Officer
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EXHIBIT "A"
NOTICE OF EXERCISE
(TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANTS)
To: Signature Eyewear, Inc.
The undersigned hereby elects to purchase shares of Common Stock (the
"WARRANT SHARES") of Signature Eyewear, Inc. ("SIGNATURE"), pursuant to the
terms of the enclosed warrant certificate (the "CERTIFICATE"). The undersigned
tenders herewith payment of the exercise price pursuant to the terms of the
Certificate.
The undersigned hereby represents and warrants to, and agrees with,
Signature as follows:
1. The undersigned is acquiring the Warrant Shares for its own account, for
investment purposes only.
2. The undersigned understands that an investment in the Warrant Shares
involves a high degree of risk, and the undersigned has the financial ability to
bear the economic risk of this investment in the Warrant Shares, including a
complete loss of such investment.
3. The undersigned has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of an
investment in the Warrant Shares and in protecting its own interest in
connection with this transaction.
4. The undersigned understands that the Warrant Shares have not been
registered under the Securities Act of 1933, as amended (the "SECURITIES ACT")
or under any state securities laws. The undersigned is familiar with the
provisions of the Securities Act and Rule 144 thereunder and understands that
the restrictions on transfer on the Warrant Shares may result in the undersigned
being required to hold the Warrant Shares for an indefinite period of time.
5. The undersigned agrees not to sell, transfer, assign, gift, create a
security interest in, or otherwise dispose of, with or without consideration
(collectively, "TRANSFER") any of the Warrant Shares except pursuant to an
effective registration statement under the Securities Act or an exemption from
registration. As a further condition to any such Transfer, except in the event
that such Transfer is made pursuant to an effective registration statement under
the Securities Act, if in the reasonable opinion of counsel to Signature any
Transfer of the Warrant Shares by the contemplated transferee thereof would not
be exempt from the registration and prospectus delivery requirements of the
Securities Act, Signature may require the contemplated transferee to furnish
Signature with an investment letter setting forth such information and
agreements as may be reasonable requested by Signature to ensure compliance by
such transferee with the Securities Act.
6. Each certificate evidencing the Warrant Shares will bear the following
legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS
AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE.
Number of Warrants Exercised: ______________
Dated: ____________________ ____________________________
[Name]
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