EXHIBIT 10.15
THE SECURITIES EVIDENCED BY THIS WARRANT OR ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY
NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE
ENCUMBERED OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Warrant No.___ March 29, 1996
COMMON STOCK PURCHASE WARRANT
THIS CERTIFIES THAT, for value received, _____________________ and
permitted assigns ("Warrantholder"), is entitled to purchase from Plasma &
Materials Technologies, Inc., a California corporation (the "Company"), on the
terms and conditions contained herein, _________________________ shares of the
Company's Common Stock, no par value per share (the "Common Stock"), at a price
of Twelve Dollars and Seventy-Five Cents ($12.75) per share (the "Warrant
Price").
1. Exercisability of Warrant. This Warrant shall become exercisable
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in full immediately following the date of exercise (the "Exercise Date") of the
option by the Company pursuant to that certain Option Agreement dated as of an
even date herewith (the "Option Agreement") among the Company, Warrantholder and
PMT CVD Partners, L.P., a California limited partnership, and shall terminate
and expire in accordance with Section 8 below.
2. Method of Exercise; Payment; Issuance of New Warrant; Transfer and
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Exchange. Following the Exercise Date, this Warrant may be exercised by
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Warrantholder, in whole or in part, by the surrender of this Warrant, properly
endorsed, at the principal office of the Company at 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxx 00000, and by (a) the payment to the Company of the then
applicable Warrant Price of the Common Stock being purchased and (b) delivery to
the Company of a customary investment letter executed by Warrantholder,
confirming that the shares of Common Stock being purchased are being acquired
for Warrantholder's own account and not with a view to or for sale in connection
with any distribution of such shares, acknowledging securities law restrictions
applicable to such shares, and agreeing that certificates evidencing such shares
shall bear a legend accordingly restricting the transfer of such shares. In the
event of any exercise of the rights represented by this Warrant, certificates
for the shares of Common Stock so purchased shall be delivered to Warrantholder
within a reasonable time 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 of Common Stock, if any, with respect to which
this Warrant shall not then have been exercised, shall also be issued to
Warrantholder within such
time. In lieu of exercising this Warrant for a specified number of shares of
Common Stock (the "Exercised Shares") and paying the aggregate Warrant Price
therefor (the "Exercise Price"), Warrantholder may elect, at any time after the
Exercise Date and prior to the expiration of this Warrant, to receive a number
of shares of Common Stock equal to the the number of Exercised Shares minus that
number of shares of Common Stock having an aggregate Fair Market Value equal to
the Exercise Price. Following such election, the number of shares of Common
Stock covered by this Warrant shall be deemed automatically reduced by the
number of Exercised Shares. For purposes of this Warrant, the "Fair Market
Value" shall mean the closing sales prices of Common Stock quoted on Nasdaq
National Market or, if then traded on a national securities exchange, the
average closing prices of Common Stock on the principal national securities
exchange on which listed or, if quoted on the Nasdaq over-the-counter system,
the average of the mean of the closing bid and asked prices of Common Stock
quoted on such system, in any such case on each of the ten (10) trading days
immediately preceding the date of such conversion.
3. Stock Fully Paid; Reservation of Shares. The Company covenants
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and agrees that all shares of Common Stock that may be issued upon the exercise
of the rights represented by this Warrant will, upon issuance, be fully paid and
nonassessable and free from all liens. The Company covenants and agrees that,
during the period within which the rights represented by this Warrant may be
exercised, it shall reserve for the purpose of the issuance upon exercise of the
purchase rights evidenced by this Warrant, at least the maximum number of shares
of Common Stock as are issuable upon the exercise of the rights represented by
this Warrant.
4. Restrictions on Transferability of Securities; Compliance with
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Securities Act.
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(a) Restrictions on Transferability. This Warrant and the shares
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of Common Stock issuable hereunder shall not be transferable except upon the
conditions specified in this Section 4, which conditions are intended to insure
compliance with the provisions of the Securities Act of 1933, as amended (the
"Securities Act"). Each holder of this Warrant or the Common Stock issuable
hereunder will cause any proposed transferee of the Warrant or such Common Stock
to agree to take and hold such securities subject to the provisions and upon the
conditions specified in this Section.
(b) Restrictive Legend. Each certificate representing (i) this
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Warrant, (ii) the shares of Common Stock issued upon exercise of the Warrant and
(iii) any other securities issued in respect of such shares of Common Stock upon
any stock split, stock dividend or similar event (collectively, the "Restricted
Securities"), shall (unless otherwise permitted by the provisions of Section
4(c) below or unless such securities have been registered under the Securities
Act) be imprinted with the following legend, in addition to any legend required
under applicable state securities laws:
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THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT
AND ANY APPLICABLE STATE SECURITIES LAWS.
Upon request of a holder of a certificate with such legend imprinted
thereon, the Company shall remove the foregoing legend therefrom or, if
appropriate, issue to such holder a new certificate therefor free of any
transfer legend, if, with such request, the Company shall have received either
the opinion referred to in Section 4(c)(i) or the "no-action" letter referred to
in Section 4(c)(ii) to the effect that any transfer by such holder of the
securities evidenced by such certificate will be exempt from the registration
and/or qualification requirements of, and that such legend is not required in
order to establish compliance with the Securities Act, and if applicable, any
state securities laws under which transfer restrictions on such securities had
been previously imposed.
(c) Notice of Proposed Transfers. The holder of each certificate
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representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the provisions of this Section 4(c). Prior to any proposed
transfer of any Restricted Securities, the holder thereof shall give written
notice to the Company of such holder's intention to effect such transfer. Each
such notice shall describe the manner and circumstances of the proposed transfer
in sufficient detail, and shall be accompanied by either (i) an unqualified
written legal opinion addressed to the Company from counsel who shall be
reasonably satisfactory to such parties, which opinion shall be reasonably
satisfactory in form and substance to such parties' legal counsel, to the effect
that the proposed transfer of the Restricted Securities may be effected without
registration under the Securities Act and any applicable state securities laws,
or (ii) a "no-action" letter from the Securities and Exchange Commission (and
any necessary state securities administrator) to the effect that the transfer of
such securities without registration will not result in a recommendation by the
staff of the Commission (or such administrators) that action be taken with
respect thereto, whereupon the holder of such Restricted Securities shall be
entitled to transfer such Restricted Securities in accordance with the terms of
the notice delivered by the holder to the Company. Each certificate evidencing
the Restricted Securities transferred as above provided shall bear the
appropriate restrictive legend set forth in Section 4(b) above.
5. Adjustment of Purchase Price and Number of Shares of Common
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Stock. The number and kind of securities purchasable upon the exercise of this
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Warrant and the Warrant Price shall be subject to adjustment from time to time
upon the happening of certain events, as follows:
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(a) Consolidation, Merger, Reorganization, Etc. If the Company at
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any time while this Warrant remains outstanding and unexpired shall consolidate
with or merge into any other corporation, reorganize, or reclassify, or in any
manner change the securities then purchasable upon the exercise of this Warrant,
then upon consummation thereof this Warrant shall thereafter represent the right
of Warrantholder to receive, to the extent this Warrant is exercisable as
provided above in Section 1, in lieu of shares of Common Stock, the cash or
securities to which Warrantholder would have been entitled upon consummation
thereof if Warrantholder had exercised this Warrant immediately prior thereto.
Upon any such event, an appropriate adjustment shall be made to the Warrant
Price, if necessary in the good faith judgment of the Board of Directors of the
Company, to preserve the economic benefit intended to be conferred upon
Warrantholder in accordance with its terms.
(b) Subdivision or Combination of Shares; Dividends and
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Distribution of Common Stock. If the Company at any time shall subdivide or
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combine its Common Stock, or take a record of the holders of its Common Stock
for the purpose of entitling them to receive without payment a dividend payable
in, or other distribution of, Common Stock or other securities, then the number
of shares of Common Stock purchasable hereunder shall be adjusted to that number
determined by multiplying the number of shares purchasable upon the exercise of
this Warrant immediately prior to such adjustment by a fraction (i) the
numerator of which shall be the total number of shares of Common Stock
outstanding immediately after such subdivision, combination, dividend or
distribution, and (ii) the denominator of which shall be the total number of
shares of Common Stock outstanding immediately prior to such subdivision,
combination, dividend or distribution. Additionally, the Warrant Price shall be
adjusted to that price determined by multiplying the Warrant Price in effect
immediately prior to such subdivision, combination, dividend or distribution by
a fraction (x) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such subdivision, combination,
dividend or distribution, and (y) the denominator of which shall be the total
number of shares of Common Stock outstanding immediately after such subdivision,
combination, dividend or distribution.
6. Fractional Shares. No fractional shares of Common Stock will be
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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
fair market value of the Common Stock on the date of such exercise.
7. Governing Law. This Warrant shall be construed and enforced in
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accordance with, and the rights of the parties shall be governed by, the laws of
the State of California.
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8. Expiration of Warrant. This Warrant shall terminate and expire
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and shall no longer be exercisable on or after the date that is one (1) year
from the Exercise Date.
IN WITNESS WHEREOF, this Warrant has been duly executed and issued by
a duly authorized officer of the Company as of this 29th day of March, 1996.
PLASMA & MATERIALS TECHNOLOGIES, INC.,
a California corporation
By:
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Xx. Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
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FORM OF SUBSCRIPTION
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(To be signed only upon exercise of Warrant)
To the Company:
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, __________________________ (______) of the number of shares
of Common Stock purchasable under this Warrant and herewith makes payment of
____________ Dollars ($______) therefor, and requests that a certificate(s) for
such shares be issued in the name of, and delivered to, ______________________,
whose address is _______________________________________________________________
_______________.
The undersigned represents that it is acquiring such shares of Common
Stock for its own account for investment purposes only and not with a view to or
for sale in connection with any distribution thereof.
DATED:
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(Signature must conform in all respects to
name of holder as specified on the face of
the Warrant)
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(Address)
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