1
Exhibit 10.8
AMENDMENT NO. 1
TO
STOCK PURCHASE WARRANT
This Amendment No. 1 to Stock Purchase Warrant ("Amendment No. 1") is
made as of December 19, 2000, by and between ▇▇▇▇▇▇ Associates, Inc., a
Minnesota corporation (the "Company"), and Hewlett Packard Company, a Delaware
corporation (the "Investor").
The Company has issued and sold to Investor a Stock Purchase Warrant
No. 200-1, dated January 28, 2000 (the "Warrant") pursuant to a Warrant Purchase
Agreement, dated as of January 28, 2000, between the Company and the Investor
(the "Warrant Purchase Agreement").
The Company effective a 3-for-1 stock split of its Common Stock, $0.01
par value per share (the "Common Stock") on March 13, 200 (the "Stock Split").
After giving effect to the Stock Split, the Warrant was 2,250,000 shares.
The Company and the Investor desire to amend the Warrant in accordance
with the procedures set forth in Section 14 of the Warrant and pursuant to an
amendment No. 1 to the Warrant Purchase Agreement of even date herewith, between
the Company and the Investor.
The parties agree as follows:
1. The initial paragraph of the Warrant shall be amended in tits
entirety to read as follows, which gives effect to the Stock
Split and this Amendment No. 1:
THIS CERTIFIES THAT, for value received Hewlett Packard Company (the
"Holder") is entitled, subject to the terms set forth below, to purchase from
▇▇▇▇▇▇ Associates, Inc., a Minnesota corporation (the "Company"), 900,000 shares
(as adjusted pursuant to Section 5 hereof) of the Company's fully paid and
nonassessable Common Stock, par value $0.01 per share (the "Common Stock"), at
the exercise price of six dollars and sixty-seven cents ($6.67) per share (the
"Exe4rcise Price"), subject to adjustment as provided in Section 5 hereof. This
Warrant is issued in connection with the transactions described in Section 1.2
of the Warrant Purchase Agreement between the Company and Holder described
therein, dated as of January 28, 2000 (the "Warrant Purchase Agreement"). The
holder of this Warrant is subject to certain restrictions set forth in the
Warrant Purchase Agreement and shall be entitled to certain rights and
privileges set forth therein."
2
2. Except as expressly modified herein, the Warrant shall remain
in full force and effect.
▇▇▇▇▇▇ ASSOCIATES, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Its: President
HEWLETT PACKARD COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Its: VP Corp. Development
2
