EXHIBIT 10.18
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PLEASE COMPLETE AND RETURN TWO
COPIES OF THIS AGREEMENT TOGETHER WITH YOUR SIGNED PROXY AND
YOUR CHECK TO THE COMPANY BY AUGUST 36, 1991.
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JETFAX, INC.
Subscription and Stock Purchase Agreement
for Shares of series D and Series E Preferred Stock Plus Warrants
Pursuant to Right of First Purchase as Holder of Series A Preferred Stock
Name of Series A Preferred Stockholder ("Purchaser"):
Maximum Number of Shares of Series D Preferred Stock
Offered to Purchase at $1.62 per share (1)(2):
Maximum Number of Shares of Series E Preferred Stock
Offered to Purchaser at $2.15 per share(1):
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(1) For each three shares of Series D Preferred Stock or series E Preferred
Stock purchased hereby, Purchaser will receive a warrant to purchase one share
of Series E Preferred Stock (rounded to the nearest whole share) at an initial
exercise price of $2.75 per share (subject to anti-dilution adjustments), which
warrant expires February 15, 1994.
(2) For each share of Series D Preferred Stock purchased hereby, Purchaser will
be granted an option to acquire .7535 shares of Series E Preferred Stock
(rounded to the nearest whole share) at a price of $2.15 per share provided such
option is exercised on or prior to February 15, 1992. In the event such option
is exercised in full or in part, Purchaser shall receive warrants described in
footnote (`1) hereof in the ratio of one warrant for every three shares of
Series E Preferred Stock purchased.
1. Subscription. Purchaser hereby subscribes for, and agrees to purchase
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the number of shares of Series D Preferred Stock ("Series D Stock") of JetFax,
Inc. (The "Company") and/or Series E Preferred Stock of the Company ("Series E
Stock") as set forth in the space provided on the signature page below for the
above-referenced purchase price; provided that such subscription cannot exceed
the maximum number of shares offered as set forth above. The Series D Stock and
Series E Stock being subscribed for hereby is herein referred to as the "Stock."
In the event this subscription is accepted by the Company, Purchaser shall also
be entitled to the warrants and options described in footnotes 91) and(2) above
on such terms and in such amounts as described herein. The undersigned hereby
tender this Subscription and Stock Purchase Agreement (the "Agreement") with a
personal or bank check in the amount of the aggregate subscription amount
payable to the order of "JetFax, Inc."
The Company shall have the right to accept or reject this subscription, in
whole or in part, and this subscription shall be deemed to be accepted by the
Company only by execution of this Agreement. No subscription will be accepted
unless and until the proposed transaction with Ailicec California Corporation is
substantially consummated, which, assuming certain stockholder proposals are
adopted, is expected to occur shortly after the 1991 Annual Meeting of
Stockholders of the Company scheduled for August 9, 1991. Any check tendered as
payment for the subscription amount for the Stock shall not be negotiated by the
Company unless and until this subscription is accepted by the Company. In the
event his subscription is not accepted, the check will be promptly returned to
the undersigned.
This subscription shall be irrevocable and shall survive death, disability,
dissolution, liquidation or bankruptcy of Purchaser, subject, however, to all of
the terms, provisions and conditions set forth herein.
2. Purchaser Representations. Purchaser represents the following to the
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Company:
(a) Purchaser has full power and authority to enter into this
Agreement, and to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement is a legal, valid and binding
obligation of such Purchaser, enforceable against the purchaser in accordance
with its terms.
(b) Purchaser recognizes that an investment in the Company is a
speculative investment involving a high degree of risk.
(c) Purchaser has adequate net worth and means of providing for
current needs and possible personal contingencies, and has no need, and
anticipates no need in the foreseeable future, to sell the Stock (or the Common
Stock issuable upon conversion) for which such Purchaser hereby subscribes.
Purchaser is able to bear the economic risk of this investment and,
consequently, without limiting the generality of the foregoing, is able to hold
the Stock (and the Common Stock issuable upon conversion) for an indefinite
period of time and has a sufficient net worth to sustain a loss of the entire
investment in the Company in the event such loss should occur.
(d) Purchaser is acquiring the Stock for his own account for
investment and not for the benefit of any other person or with a view toward
resale or redistribution in a manner which would require registration under the
1933 Act, and such Purchaser does not now have any reason to anticipate any
change in circumstances or other particular occasion or event which would cause
such Purchaser to sell the Stock (or the Common Stock issuable upon conversion).
(e) Purchaser acknowledges that there are substantial restrictions on
the transferability of the Stock (and the Common Stock issuable upon the
conversion thereof). Since the Preferred Stock (and the Common Stock issuable
upon conversion thereof) will not be, and, except as provided in this Agreement,
the Purchaser has no right to require that they be, registered under the 1933
Act or qualified pursuant to applicable state securities law, the Stock (and
the Common Stock issuable upon conversion thereof) may not be, and Purchaser
agrees that they shall not be, sold unless such sale is exempt from such
registration under the 1933 Act and any other applicable state securities law or
regulation. Each Purchaser further acknowledges that the Company is under no
obligation to aid me in obtaining any exemption from the registration
requirements. Purchaser acknowledges that Purchaser shall be responsible for
compliance with all conditions on transfer imposed by any securities
administrator of any state and for any expenses incurred by the Company for
legal or accounting services in connection with reviewing such a proposed
transfer and/or issuing opinions in connection therewith.
(f) Purchaser has received and reviewed (i) a JetFax letter to Holders
of Series A Preferred Stock dated July 15, 1991, (ii) the Notice of Meeting and
Proxy statement related to the Company's 1991 Annual Meeting ("proxy Statement)
and (iii) the Company's Annual Report for the year ended march 31, 1991, all of
which having been mailed by the Company to you as a holder of Series A preferred
Stock. Purchase is familiar with the proposed terms of the Series D Stock and
Series E Stock. Purchaser has received and reviewed all information concerning
the
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Company (including financial information) that Purchaser considers necessary or
desirable to make an informed business judgment concerning the risks and merits
of further investment in the Company.
3. Registration Rights and Restrictions on Transfer. Upon issuance of
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the Stock to Purchaser pursuant hereto, the Company and the Purchaser agrees
that Purchaser shall have the same registration rights, and be subject to the
same restrictions on transfer (other than any right of repurchase by the
Company), with respect to such shares of Preferred Stock purchased hereunder
(and the Common Stock issuable upon conversion thereof) as such Purchaser has,
or is subject to, with respect to shares of Series A Preferred Stock first
purchased by purchaser and currently held by such purchaser and the terms of
such registration rights and restrictions on transfer (including any agreement
to restrict transfer for a limited period of time after a public offering of any
shares of the Company, but not including any right of the Company to repurchase
such shares In the event of proposed transfer) previously granted to Purchaser
in any stock purchase agreement pursuant to which Purchaser first acquired
Series A Preferred Stock are incorporated herein by reference.
4. Purchaser Information.
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PLEASE COMPLETE THE FOLLOWING
Purchaser represents and warrants to the Company that the answers to the
following questions are true and correct and that the Company may rely on such
answers in deciding whether to accept this subscription.
1. Purchaser is [_] a natural person, [_] a trust, [_] a corporation,
[_] a partnership, [_] other (please specify)____________________.
2. State principal occupation of person executing this Agreement:
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3. Purchaser has a net worth (if an individual, together with spouse and
including home, furnishings and automobiles) of:
(check whichever statement is applicable)
[_] less than or equal to $1,000,000; or
[_] more than $1,000,000 but less than $5,000,000; or
[_] more than $5,000,000.
4. Purchaser's investment in the Company [_] is [_] is not more than 20%
of the undersigned's net worth (including home, furnishings and
automobiles).
5. If Purchaser is an individual, the Purchaser had an individual income*
in each of the last two years of:
(check whichever statement is applicable)
[_] less than $200,000; or
[_] more than $200,000.
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6. If Purchaser is an individual, the Purchaser reasonably expects to have
an individual income* in the current year of:
(check whichever statement is applicable)
[_] less than $200,000; or
[_] more than $200,000.
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* Individual income is calculated for any year as follows: (i) individual
adjusted gross income (as reported on Subscriber's federal income tax
return), plus (ii) any deductions for long-term capital gain under Section
1202 of the Internal Revenue Code of 1954 (the "Code"), plus (iii) any
deductions for depletion under Sections 611 et seq. of the Code, plus (iv)
any exclusion for interest under Section 103 of the Code, plus (v) any losses
of a limited partnership allocated to Subscriber (as a limited partner) as
reported on Schedule E of Form 1040.
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7. If Purchaser is an individual and married, Purchaser had joint income*
with his or her spouse in each of the last two years of:
(check whichever statement is applicable)
[_] less than or equal to $300,000; or
[_] more than $300,000.
8. If Purchaser is an individual and married, Purchaser reasonably expects
to have joint income* with his or her spouse and joint income in the
current year of:
(check whichever statement is applicable)
[_] less than or equal to $300,000; or
[_] more than $300,000.
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* Joint income is calculated for any year as follows: (i) adjusted gross income
(as reported on Subscriber's and his or her spouse's federal income tax
return), plus (ii) any deductions for long-term capital gain under Section
1202 of the Internal Revenue Code of 1954 (the "Code"), plus (iii) any
deductions for depletion under Sections 611 et seq. of the Code, plus (iv)
any exclusion for interest under Section 103 of the Code, plus (v) any losses
of a limited partnership allocated to Subscriber and his or her spouse (as a
limited partner) as reported on Schedule E of Form 1040.
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PLEASE SIGN, DATE AND FURNISH THE BOXED INFORMATION
IN WITNESS WHEREOF, the undersigned has executed this Subscription and
Stock Purchase Agreement as of this ____ day of July, 1991.
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Amount of Subscription Amount of Subscription
for Series D Shares: for Series E Shares:
$_______________ $_______________
($1.62 for each share of Series D Preferred ($2.15 for each share of Series E Preferred
Stock plus Warrants). Stock plus Warrants.)
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Signature of Purchaser
Title (if executing for an entity):
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ACCEPTED this ____day of August, 1991.
JETFAX, INC.
By:
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President
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