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 13, 2002
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 AGREEMENT. "Date of Agreement" means May 12, 1997.
(e) DATE OF GRANT. "Date of Grant" means May 13, 1997.
(f) SHARES. "Shares" means the shares of Common Stock subject to this
Warrant, in the initial aggregate amount of 51,550, which amount is subject to
adjustment pursuant to Section 5 hereof.
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(g) 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 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.
(h) 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.
(i) WARRANT PRICE. "Warrant Price" means initially a price of $55.00 (
Fifty-Five Dollars) 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 4,296
shares subject to the Warrant per month commencing March 1, 1997, for the term
of this Warrant.
(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.
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(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 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
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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
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.
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(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 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,
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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.
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 13, 2002.
LATTICE SEMICONDUCTOR CORPORATION
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
Date of Grant: May 13, 1997
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