EXHIBIT 10.19
WARRANT
FOR
SHARES OF COMMON STOCK
OF
FIELDWORKS, INCORPORATED
FOR VALUE RECEIVED, ____________ or its successors or assigns ("Holder"),
is hereby entitled to subscribe for and purchase from Fieldworks, Incorporated,
a Minnesota corporation (the "Company"), up to _________ fully paid and
nonassessable shares (the "Warrant Shares") of the Company's Common Stock, par
value $.001 per share (the "Common Stock"), or such greater or lesser number of
such shares as may be determined by application of the anti-dilution provisions
of this warrant, at an exercise price per share equal to 80% of the price to
public of a share of Common Stock sold in the initial public offering of the
Common Stock; provided, however, that in the event the Company has not completed
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an initial public offering prior to December 31, 1997, then the exercise price
shall be $6.40 per share (the "Warrant Exercise Price").
This warrant may be exercised by Investor at any time prior to five years
from the date hereof and after the earlier to occur of (i) the date on which
initial public offering of the Company's Common Stock is declared effective or
(ii) December 31, 1997.
This warrant is subject to the following provisions, terms and conditions:
1. (a) The rights represented by this warrant may be exercised by the
holder hereof, in whole or in part, by written notice of exercise substantially
in the form attached hereto delivered to the Company at least twenty (20) days
prior to the intended date of exercise and by the surrender of this warrant
(properly endorsed if required) at the principal office of the Company and upon
Holder's payment to the Company by cash, certified check or bank draft of the
purchase price for such shares or by exercise of the Conversion Right as
provided in (b) below. The Warrant Shares so purchased shall be deemed to be
issued as of the close of business on the date on which this warrant has been
exercised by payment to the Company of the Warrant Exercise Price, unless the
Conversion Right has been exercised. Certificates for the shares of stock so
purchased, bearing the restrictive legend set forth at the end of this warrant,
shall be delivered to the holder within 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 Warrant Shares, if
any, with respect to which this warrant has not been exercised shall also be
delivered to the holder hereof within such time. No fractional shares shall be
issued upon the exercise of this warrant.
(b) In lieu of payment, the rights represented by this warrant may
also be exercised by a written notice of exercise specifying that the Investor
wishes to convert all of this warrant (the "Conversion Right") into that number
of shares of Common Stock as follows: the number of shares of Common Stock equal
to the quotient obtained by dividing (x) the value of the shares subject to the
warrant (determined by subtracting the aggregate warrant exercise price in
effect immediately prior to the exercise of the Conversion Right from the
aggregate fair market value of the shares of Common Stock issuable upon exercise
of this warrant immediately prior to the exercise of the Conversion Right) by
(y) the fair market value of one share of Common Stock immediately prior to the
exercise of the Conversion Right. For purposes of this section 1(b), the fair
market value of a share of Common Stock as of a particular date (the
"Determination Date") shall mean:
(i) If the Company's Common Stock is traded on an exchange or is
quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") National Market System, then the closing or last sale
price, respectively, reported for the business day immediately preceding
the Determination Date.
(ii) If the Company's Common Stock is not traded on an exchange
or on the NASDAQ National Market System but is quoted on NASDAQ, then the
mean of the closing bid and asked prices reported for the business day
immediately preceding the Determination Date.
2. The Company covenants and agrees that all Warrant Shares that may be
issued upon the exercise of the rights represented by this warrant shall, upon
issuance, be duly authorized and issued, fully paid and nonassessable shares.
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 for the purpose of issue or transfer upon
exercise of the subscription 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.
3. The Warrant Exercise Price and the number of Warrant Shares shall be
subject to adjustment from time to time as provided in this Section 3.
(a) If the Company at any time divides the outstanding shares of its
Common Stock into a greater number of shares (whether pursuant to a stock split,
stock dividend or otherwise), and conversely, if the outstanding shares of its
Common Stock are combined into a smaller number of shares, the Warrant Exercise
Price in effect immediately prior to such division or combination shall be
proportionately adjusted to reflect the reduction or increase in the value of
each such share.
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(b) If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such shares, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, the holder of this warrant
shall have the right to purchase and receive upon the basis and upon the terms
and conditions specified in this warrant and in lieu of the shares of the Common
Stock of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby, such shares of stock, other
securities or assets as would have been issued or delivered to the holder of
this warrant if it had exercised this warrant and had received such shares of
Common Stock prior to such reorganization, reclassification, consolidation,
merger or sale. The Company shall not effect any such consolidation, merger or
sale, unless prior to the consummation thereof the successor corporation (if
other than the Company) resulting from such consolidation or merger or the
corporation purchasing such assets shall assume by written instrument executed
and mailed to the registered holder of this warrant at the last address of such
holder appearing on the books of the Company, the obligation to deliver to such
holder such shares of stock, securities or assets as, in accordance with the
foregoing provisions, such holder may be entitled to purchase.
(c) If the Company takes any other action, or if any other event
occurs, which does not come within the scope of the provisions of Section 3(a)
or (b), but which should result in an adjustment in the Warrant Exercise Price
and/or the number of shares subject to this warrant in order to fairly protect
the purchase rights of the holder of this warrant, an appropriate adjustment in
such purchase rights shall be made by the Company.
(d) Upon each adjustment of the Warrant Exercise Price, Holder shall
thereafter be entitled to purchase, at the Warrant Exercise Price resulting from
such adjustment, the number of shares obtained by multiplying the Warrant
Exercise Price in effect immediately prior to such adjustment by the number of
shares purchasable pursuant hereto immediately prior to such adjustment and
dividing the product thereof by the Warrant Exercise Price resulting from such
adjustment.
(e) Upon any adjustment of the Warrant Exercise Price, the Company
shall give written notice thereof, by first class mail, postage prepaid,
addressed to the registered holder of this warrant at the address of such holder
as shown on the books of the Company, which notice shall state the Warrant
Exercise Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of this
warrant, setting
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forth in reasonable detail the method of calculation and the facts upon which
such calculation is based.
4. This warrant shall not entitle the holder hereof to any voting rights
or other rights as a shareholder of the Company.
5. The holder of this warrant, by acceptance hereof, agrees to give
written notice to the Company before transferring this warrant or transferring
any shares of the Company's Common Stock issuable or issued upon the exercise of
this warrant of the holder's intention to do so, describing briefly the manner
of any proposed transfer of this warrant or such holder's intention as to the
shares of Common Stock issuable upon the exercise hereof or the intended
disposition to be made of shares of Common Stock upon such exercise. Promptly
upon receiving such written notice, the Company shall present copies thereof to
counsel for the Company. If, in the opinion of such counsel, the proposed
transfer of this warrant or disposition of shares may be effected without
registration or qualification (under any federal or state law) of this warrant
or the shares of Common Stock issuable or issued upon the exercise hereof, the
Company, as promptly as practicable, shall notify such holder of such opinion,
whereupon such holder shall be entitled to transfer this warrant, or to exercise
this warrant in accordance with its terms and dispose of the shares received
upon such exercise or to dispose of shares of Common Stock received upon the
previous exercise of this warrant, all in accordance with the terms of the
notice delivered by such holder to the Company, provided that an appropriate
legend in substantially the form set forth at the end of this warrant respecting
the foregoing restrictions on transfer and disposition may be endorsed on this
warrant or the certificates for such shares.
6. Subject to the provisions of Section 5, this warrant and all rights
hereunder are transferable, in whole or in part, at the principal office of the
Company by the holder hereof in person or by duly authorized attorney, upon
surrender of this warrant properly endorsed to any person or entity who
represents in writing that he/it is acquiring the warrant for investment and
without any view to the sale or other distribution thereof. Each holder of this
warrant, by taking or holding the same, consents and agrees that the bearer of
this warrant, when endorsed, may be treated by the Company and all other persons
dealing with this warrant as the absolute owner hereof for any purpose and as
the person entitled to exercise the rights represented by this warrant, or to
the transfer hereof on the books of the Company, any notice to the contrary
notwithstanding; but until such transfer on such books, the Company may treat
the registered owner hereof as the owner for all purposes.
7. Neither this warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the
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party against which enforcement of the change, waiver, discharge or termination
is sought.
8. Section 9 of that Bridge Loan Agreement, dated as of the date hereof,
between the Company and Holder contains certain registration rights applicable
to the Warrant Shares.
IN WITNESS WHEREOF, the Company has caused this warrant to be signed and
delivered by a duly authorized officer as of the ____ day of _______, 1996.
FIELDWORKS, INCORPORATED
By ________________________________
Its ____________________________
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RESTRICTION ON TRANSFER
The security evidenced hereby has not been registered under the Securities
Act of 1933 or any state securities laws and may not be sold, transferred,
assigned, offered, pledged or otherwise distributed for value unless there is an
effective registration statement under such act or laws covering such security
or the Company receives an opinion of counsel for the holder of this security
(concurred to by counsel for the Company) stating that such sale, transfer,
assignment, pledge or distribution is exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933 and all
applicable state securities laws.
WARRANT EXERCISE
(To be signed only upon exercise of warrant)
The undersigned, the holder of the foregoing warrant, hereby irrevocably
elects to exercise the purchase right represented by such warrant for, and to
purchase thereunder, ______________________ of the shares of Common Stock of
Fieldworks, Incorporated, to which such warrant relates and herewith makes
payment of $_________________________ therefor in cash or by check or elects to
exercise the Conversion Right as provided in section 1(a) of the warrant and
requests that the certificates for such shares be issued in the name of, and be
delivered to ___________________ whose address is set forth below the signature
of the undersigned.
Dated:
[Signature]
[Address]
WARRANT ASSIGNMENT
(To be signed only upon transfer of warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _____________________________ the purchase right represented by the
foregoing warrant to purchase the shares of Common Stock of Fieldworks,
Incorporated, to which such warrant relates and appoints attorney to transfer
such purchase right on the books of _______________________________ with full
power of substitution in the premi ses.
Dated:
[Signature]
[Name and Address of Transferee]
