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EXHIBIT 99.3(b)
Virtual Technology Corporation
STOCK PURCHASE WARRANT
Date: Issued to:
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To Purchase Common Stock of Virtual Technology Corporation
This certifies that, for value received, ____________, or registered
assigns is entitled to purchase from Virtual Technology Corporation (the
"Company") ________ shares of the Company's Common Stock, no par value (the
"Shares"), at any time and from time to time after ______________ until
________________, for $1.00 (One Dollar) per share. The warrant shall be in
effect until______________,______, provided the Company may call the warrant at
anytime after ____________,______, upon payment of a redemption price of $___per
share. In the event the Company shall elect to redeem the warrant before
exercise of said warrant, the Company shall give the holder of the warrant
written notice, 30 days in advance of the Company's intention to redeem the
warrant.
This Warrant is subject to the following provisions, terms and conditions:
1. EXERCISE OF WARRANT. The rights represented by 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 surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Minneapolis, Minnesota or such
other office or agency of the Company as the Company may designate by notice in
writing to the holder hereof at the address of such holder appearing on the
books of the Company at any time within the period above named) and upon payment
to it by certified check or bank draft of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the holder hereof as the record owner of such Shares as of the close
of business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid. Certificates for the shares of stock
so purchased shall be delivered to the holder hereof within a reasonable time,
not exceeding fifteen (15) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised, shall also be delivered to the
holder hereof within such time.
2. TRANSFERABILITY OF THIS WARRANT. This Warrant and the Shares underlying
this Warrant shall not be transferable except in compliance with all applicable
state and federal securities laws, regulations and orders, and with all other
applicable laws, regulations and orders. The Company understands that
____________ is acquiring the Warrant for investment purposes only and has no
present intention to transfer all or part of the Warrant. The Warrant may not be
transferred without the holder hereof obtaining an opinion of counsel
satisfactory in form and substance to the Company's counsel stating that the
proposed transaction will not result in a prohibited transaction under the
Securities Act of 1933 and the applicable Blue Sky laws. Neither this Warrant
nor the Shares underlying this Warrant have been registered under the Securities
Act of 1933 as amended.
3. CERTAIN COVENANTS OF THE COMPANY. The Company covenants and agrees that
all Shares which may be
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issued upon the existence of the rights represented by this Warrant will, upon
issuance, be duly authorized and issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issue hereof; and without
limiting the generality of the foregoing, the Company covenants and agrees that
it will from time to time take all such actions as may be requisite to assure
that the par value per share of the Common Stock is at all times equal to or
less than the effective purchase price per share of the Common Stock issuable
pursuant to this Warrant. The Company further covenants and agrees that during
the period within which the rights represented by this Warrant may be exercised,
the Company will at all times have authorized and reserved free of preemptive or
other rights for the exclusive purpose of issue upon exercise of the purchase
rights evidenced by this Warrant, a sufficient number of shares of its Common
Stock to provide for the exercise of the rights represented by this Warrant.
4. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The above provisions
are, however, subject to the following:
(a) ADJUSTMENT OF PURCHASE PRICE. The Purchase Price shall be subject to
the following adjustments. In the event that:
(i) any dividends on any class of stock of the Company payable in
Common Stock or securities convertible into Common Stock shall be paid by the
Company;
(ii) the Company shall subdivide its then outstanding shares of Common
Stock into a greater number of shares; or
(iii) the Company shall combine its outstanding shares of Common Stock,
by reclassification or otherwise; then, in any such event, the Purchase Price in
effect immediately prior to such event shall (until adjusted again pursuant
hereto) be adjusted immediately after such event to a price (calculated to the
nearest full cent) determined by dividing (a) the number of shares of Common
Stock outstanding immediately prior to such event, multiplied by the then
existing Purchase Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event (including the maximum number of shares
of Common Stock issuable in respect of any securities convertible into Common
Stock) and the resulting quotient shall be the adjusted Purchase Price per
share.
No adjustment of the Purchase Price shall be made if the amount of such
adjustments shall be less than $.05 per share, but in such case any adjustment
that would otherwise be required then to be made shall be carried forward and
shall be made at the time and together with the next subsequent adjustment
which, together with any adjustment or adjustments so carried forward, shall
amount to not less than $.05 per share.
(b) ADJUSTMENT OF NUMBER OF SHARES PURCHASABLE ON EXERCISE OF WARRANTS.
Upon each adjustment of the Purchase Price, pursuant to Section 4(a) above, the
registered holder of each Warrant shall thereafter (until another such
adjustment) be entitled to purchase at the adjusted Purchase Price the number of
shares, calculated to the nearest full share, obtained by multiplying the number
of shares specified in such Warrant (as adjusted as a result of all adjustments
in the Purchase Price in effect prior to such adjustment) be entitled to
purchase at the adjusted Purchase Price the number of shares, calculated to the
nearest full share, obtained by multiplying the number of shares specified in
such Warrant (as adjusted as a result of all adjustments in the Purchase Price
in effect prior to such adjustment) by the Purchase Price in effect prior to
such adjustment and dividing the product so obtained by the adjusted Purchase
Price.
(c) NOTICE AS TO ADJUSTMENT. Upon any adjustment of the Purchase Price and
an increase or decrease in the number of shares of Common Stock purchasable upon
the exercise of the Warrant, then, and in each such case, the Company within ten
(10) days thereafter shall give written notice thereof, by first class mail,
postage prepaid, addressed to each registered Warrantholder as shown on the
books of the Company, which notice shall state the adjusted Purchase Price and
the increased or decreased number of shares purchasable upon the exercise of the
Warrants, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.
(d) EFFECT OF REORGANIZATION, RECLASSIFICATION, MERGER, ETC. If at any time
while any Warrant is outstanding there should be any capital reorganization of
the capital stock of the Company other than the issue of any shares of Common
Stock in subdivision of outstanding shares of Common Stock by reclassification
or otherwise and other
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than a combination of shares provided for in Section 4(a) hereof or any
consolidation or merger of the Company with another corporation or any sale,
conveyance, lease or other transfer by the Company of all or substantially all
of its property to any other corporation, the holder of any Warrant shall
thereafter be entitled to receive 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, or of the corporation to which the property
of the Company has been sold, conveyed, leased or otherwise transferred, as the
case may be, to which the Common Stock (any other securities and property) of
the Company, deliverable upon the exercise of such Warrant, would have been
entitled upon such capital reorganization, reclassification of capital stock,
consolidation, merger, sale, conveyance, lease or other transfer if such Warrant
had been exercised immediately prior to such capital reorganization,
reclassification of capital stock, consolidation, merger, sale, conveyance,
lease or other transfer; and in any such case appropriate adjustments (as
determined by the Board of Directors of the Company) shall be made in the
application of the provisions set forth in this Warrant Agreement (including the
adjustment of the Purchase Price and the number of shares issuable upon the
exercise of the Warrants) shall thereafter be applicable, as near as reasonably
may be, in relation to any shares or other property thereafter deliverable upon
the exercise of the Warrants as if the Warrants had been exercised immediately
prior to such capital reorganization, reclassification of capital stock, such
consolidation, merger, sale, conveyance, lease or other transfer and the
Warrantholders had carried out the terms of the exchange as provided for by such
capital reorganization, consolidation or merger. The Company shall not effect
any such capital reorganization, consolidation, merger or transfer unless, upon
or prior to the consummation thereof, the successor corporation or the
corporation to which the property of the Company has been sold, conveyed, leased
or otherwise transferred shall assume by written instrument the obligation to
deliver to the holder of each Warrant such shares of stock, securities, cash or
property as in accordance with the foregoing provisions such holder shall be
entitled to purchase.
(e) PRIOR NOTICE AS TO CERTAIN EVENTS. In case at any time:
(1) the Company shall pay any dividends upon its Common Stock
payable in stock or make any distribution (other than cash dividends) to holders
of its Common Stock;
(2) the Company shall offer for subscription pro rata to
holders of its Common Stock any additional shares of stock of any class or any
other rights;
(3) there shall be any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with, or sale, conveyance, lease or other transfer of all or
substantially all of its assets to another corporation; or
(4) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company; then in any one or more of such cases,
the Company shall give prior written notice, by first class mail, postage
prepaid, addressed to each registered Warrantholder at the address of such
Warrantholder as on the books of the Company, of the date on which (a) the books
of the Company shall close or a record shall be taken for such stock dividend,
distribution or subscription rights or (b) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also specify
the date as of which the holders of the Common Stock of record shall participate
in said dividend, distribution or subscription rights or shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be. Such written notice shall be
given at least twenty (20) days prior to the record date or the date on which
the Company's transfer books are closed in respect thereto.
5. DEFINITION OF COMMON STOCK. As used herein the term "Common Stock" shall
mean and include the Company's authorized Common Stock as constituted as of the
date hereof, and shall also include any capital stock of any class of the
Company hereafter authorized which shall not be limited to a fixed sum or
percentage of par value in respect to the rights of the holders thereof to
participate in dividends or in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding up of the Company; provided that
the Shares purchasable pursuant to this Warrant shall include shares designated
as Common Stock of the Company on this date hereof or, in the case of any
reclassification of the outstanding shares thereof, the stock, securities or
assets provided for in paragraph 4 above.
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6. NO RIGHTS AS STOCKHOLDERS. This Warrant shall not entitle the holder as
such to any voting rights or other rights as a stockholder of the Company.
IN WITNESS WHEREOF, Virtual Technology Corporation has caused this Warrant
to be signed by its duly authorized officer in the date set forth above.
VIRTUAL TECHNOLOGY CORPORATION
By
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Xxxxxxx Xxxxxx, Secretary
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