Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 145 640K
2: EX-2.1-1 Plan of Acquisition, Reorganization, Arrangement, 6 26K
Liquidation or Succession
3: EX-2.1-2 Plan of Acquisition, Reorganization, Arrangement, 1 11K
Liquidation or Succession
4: EX-3.1 Articles of Incorporation/Organization or By-Laws 12 40K
5: EX-3.2 Articles of Incorporation/Organization or By-Laws 18 72K
6: EX-4.2 Instrument Defining the Rights of Security Holders 13 49K
7: EX-4.3 Instrument Defining the Rights of Security Holders 15 52K
8: EX-4.4 Instrument Defining the Rights of Security Holders 15 53K
9: EX-10.1 Material Contract 9 35K
18: EX-10.13 Material Contract 4 27K
19: EX-10.14 Material Contract 5 31K
20: EX-10.15 Material Contract 5 31K
21: EX-10.16 Material Contract 5 31K
22: EX-10.17 Material Contract 11 50K
23: EX-10.18-1 Material Contract 20 85K
10: EX-10.2 Material Contract 9 36K
24: EX-10.20 Material Contract 10 40K
25: EX-10.21 Material Contract 4 27K
26: EX-10.22 Material Contract 24 106K
27: EX-10.23 Material Contract 7 40K
28: EX-10.24 Material Contract 11 45K
11: EX-10.3-1 Material Contract 8 38K
12: EX-10.3-2 Material Contract 1 11K
13: EX-10.4 Material Contract 9 37K
14: EX-10.5 Material Contract 8 34K
15: EX-10.6 Material Contract 9 36K
16: EX-10.8-1 Material Contract 20 90K
17: EX-10.8-2 Material Contract 3 18K
29: EX-21.1 Subsidiaries of the Registrant 1 9K
30: EX-23.1 Consent of Experts or Counsel 1 10K
31: EX-27.1 Financial Data Schedule (Pre-XBRL) 2 13K
EX-10.8-2 — Material Contract
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THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND THE SECURITY EVIDENCED HEREBY AND THE SECURITIES DELIVERED
UPON EXERCISE THEREOF MAY NOT BE EXERCISED, OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
AND THE SECURITIES DELIVERED UPON THE EXERCISE THEREOF IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF
THE ISSUER THAT (A) SUCH SECURITY AND THE SECURITIES DELIVERED UPON
EXERCISE HEREOF MAY BE EXERCISED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A
U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES
ACT, or (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (IN THE CASE OF (b), (c) OR (d),
UPON AN OPINION OF COUNSEL AND WRITTEN CERTIFICATION IF THE ISSUER,
REGISTRAR OR TRANSFER AGENT FOR THE SECURITIES SO REQUESTS), (2) TO THE
ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B)
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY AND THE SECURITIES
DELIVERED UPON EXERCISE HEREOF OF THE RESALE RESTRICTIONS SET FORTH IN
(A) ABOVE.
198 Shares of Common Stock Warrant Certificate No. 1
WARRANT CERTIFICATE
For the Purchase of Common Stock of
DIGITALCONVERGENCE.COM INC.
1. CERTIFICATE. THIS IS TO CERTIFY THAT Belo Enterprises, Inc., or
its registered assigns ("Holder"), is entitled to exercise this Warrant
Certificate to purchase from
DigitalConvergence.com Inc., a Delaware corporation (the "Company"), one hundred
ninety-eight (198) shares of common stock, par value $0.01 per share, of the
Company (the "Common Stock"), all on the terms and conditions and pursuant to
the provisions hereinafter set forth. This Warrant Certificate is executed
pursuant to the terms of that certain Warrant Agreement of even date herewith
(the "Agreement") between the Company and the Holder. Any capitalized terms not
defined herein will have the meanings set forth in the Agreement.
2. EXERCISE PRICE. The exercise price per share of Common Stock shall
be $3,150 (the "Exercise Price"). Such Exercise Price and the number of shares
of Common Stock into which this Warrant Certificate is exercisable are subject
to adjustment from time to time as provided in the Agreement.
3. EXERCISE. This Warrant Certificate may be exercised at any time or
from time to time on or after the date hereof; provided, however, that this
Warrant Certificate shall be void and all rights represented hereby shall cease
unless exercised in full before September 29, 2004 (the "Expiration Date").
In order to exercise this Warrant Certificate, in whole or in part, the
Holder hereof shall deliver to the Company at its principal office, or at such
other office as shall be designated by the Company pursuant to the Agreement:
(a) written notice of Holder's election to exercise this Warrant
Certificate, which notice shall specify the number of shares of Common Stock to
be purchased pursuant to such exercise;
(b) payment of the Exercise Price in cash or by certified check or on
a "net basis" as set forth in SECTION 6 of the Agreement; and
(c) this Warrant Certificate, properly indorsed.
Upon receipt thereof, the Company shall promptly execute or cause to be executed
and deliver to such Holder a certificate or certificates representing the
aggregate number of full shares of Common Stock issuable upon such exercise. The
stock certificate or certificates so delivered shall be registered in the name
of such Holder, or such other name as shall be designated in said notice
(subject to any restrictions on transfer set forth in the Agreement). If the
exercise is for less than all of the shares of Common Stock issuable as provided
in the Warrant Certificate, the Company will issue a new Warrant Certificate of
like tenor and date for the balance of such shares issuable hereunder to the
Holder.
4. TRANSFER. This Warrant Certificate and all options and rights
hereunder are transferable, as to all or any part of the number of shares of
Common Stock purchasable upon its exercise, in accordance with the Agreement.
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5. REGISTRATION RIGHTS. The Common Stock into which this Warrant
Certificate is exercisable is subject to registration rights as provided in the
Registration Rights Agreement.
6. SUCCESSORS AND ASSIGNS. This Warrant Certificate and the rights
evidenced hereby shall inure to the benefit of and be binding upon the
successors and assigns of the Holder hereof and, shall be enforceable by any
such Holder.
7. HEADINGS. Headings of the paragraphs in this Warrant Certificate
are for convenience and reference only and shall not, for any purpose, be deemed
a part of this Warrant Certificate.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed and issued.
DATED as of September 29, 1999.
DIGITALCONVERGENCE.COM INC.
By: /s/ J. Jovan Philyaw
-----------------------------------
Name: J. Jovan Philyaw
----------------------------------
Title:
---------------------------------
ATTEST:
By: /s/
-----------------------------------
Name:
----------------------------------
Title:
---------------------------------
CORPORATE SEAL:
3
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 9/29/04 | | 2 | | | | | None on these Dates |
| Filed on: | | 4/28/00 |
| | 9/29/99 | | 3 |
| List all Filings |
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