Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 81 493K
Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 28 113K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 17 74K
4: EX-4.1 Instrument Defining the Rights of Security Holders 2 16K
5: EX-4.2 Instrument Defining the Rights of Security Holders 4± 22K
6: EX-10.1 Material Contract 3 18K
15: EX-10.10 Material Contract 6 34K
16: EX-10.11 Material Contract 6 33K
17: EX-10.12 Material Contract 11 42K
18: EX-10.13 Material Contract 4 21K
19: EX-10.14 Material Contract 10 44K
20: EX-10.15 Material Contract 4 22K
21: EX-10.16 Material Contract 10 43K
22: EX-10.17 Material Contract 3 20K
23: EX-10.18 Material Contract 9 41K
24: EX-10.19 Material Contract 2 15K
7: EX-10.2 Material Contract 2 17K
25: EX-10.20 Material Contract 8 35K
26: EX-10.21 Material Contract 17 62K
27: EX-10.22 Material Contract 2± 13K
28: EX-10.23 Material Contract 2 17K
29: EX-10.24 Material Contract 19 56K
30: EX-10.25 Material Contract 13 50K
31: EX-10.26 Material Contract 7 35K
32: EX-10.27 Material Contract 4 17K
33: EX-10.28 Material Contract 9 40K
34: EX-10.29 Material Contract 10 47K
8: EX-10.3 Material Contract 6 43K
35: EX-10.30 Material Contract 6 35K
36: EX-10.31 Material Contract 6 31K
37: EX-10.32 Material Contract 11 57K
38: EX-10.35 Material Contract 37 125K
39: EX-10.36 Material Contract 18 52K
9: EX-10.4 Material Contract 7 36K
10: EX-10.5 Material Contract 2± 14K
11: EX-10.6 Material Contract 3 21K
12: EX-10.7 Material Contract 4 20K
13: EX-10.8 Material Contract 1 12K
14: EX-10.9 Material Contract 1 14K
40: EX-21.1 Subsidiaries of the Registrant 1 10K
41: EX-23.1 Consent of Experts or Counsel 1 11K
42: EX-27.1 Financial Data Schedule (Pre-XBRL) 2 14K
EX-10.12 — Material Contract
| EX-10.12 | 1st Page of 11 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHBIT 10.12
Form of Warrant for the purchase of the Common Stock of the Company
received by Stanley Berger as consideration for advances made by him to
the Company: This form of warrant was signed by the Company as
consideration to Stanley Berger for all advances made by him to the
Company, except for (i) the advance made by him on October 1, 1997 for
which he received a security interest in all of the Company's accounts
receivable, and (ii) all of the advances made by him as a participant
in the Company's three private placement financings.
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THIS WARRANT AND THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT OR (II) THE COMPANY HAS RECEIVED AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
HIPPO, INC.
Non-Transferable
Common Stock Purchase Warrant
HIPPO, INC., a Delaware corporation (the "Company"), hereby certifies
that, for value received, Stanley Berger ("Holder") is entitled, subject to the
terms set forth below, to purchase from the Company at any time or from time to
time on or after the date hereof and prior to 5:00 P.M., New York City time, on
the Expiration Date, ___________ (subject to adjustment hereafter as provided in
Section 2, the "Warrant Number") fully paid and non-assessable shares of Common
Stock at a price per share of $____ as of the date hereof, subject to adjustment
hereafter as provided in Section 2 (the "Purchase Price").
Certain capitalized terms used herein shall have the meanings set forth
in Section 6.
Section 1. EXERCISE OF WARRANT.
1.1. Exercise. This Warrant may be exercised by Holder, in whole or in
part, at any time and from time to time by surrender of this Warrant, together
with (i) the form of subscription at the end hereof duly executed by Holder, to
the Company at its principal office, and (ii) payment, by certified or official
bank check payable to the order of the Company or by wire transfer to its
account, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then being exercised by the Purchase Price then
in effect. In the event the Warrant is not exercised in full, the Company, at
its expense, shall forthwith issue and deliver to or upon the order of Holder a
new Warrant of like tenor in the name of Holder or as Holder (upon payment by
Holder of any applicable transfer taxes) may request, calling in the aggregate
on the face thereof for the number of shares of Common Stock equal (without
giving effect to any adjustment therein) to (i) the number of such shares called
for on the face of this Warrant minus (ii) the number of such shares for which
this Warrant shall have been exercised (without giving effect to any adjustment
in number as a result of changes in the Purchase Price called for above).
1.2 Delivery of Stock Certificates. Subject to the terms and conditions
of this Agreement, as soon as practicable after the exercise of this Warrant in
full or in part, the Company at its
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expense (including, without limitation, the payment by it of any applicable
issue taxes) will cause to be issued in the name of and delivered to Holder, or
as Holder (upon payment by Holder of any applicable transfer taxes) may direct,
a certificate or certificates for the number of fully paid and non-assessable
shares of Common Stock to which Holder shall be entitled on such exercise,
together with any other stock or other securities and property (including cash,
where applicable) to which Holder is entitled upon such exercise.
1.3. Fractional Shares. This Warrant may not be exercised as to
fractional shares of Common Stock. In the event that the exercise of this
Warrant, in full or in part, would result in the issuance of any fractional
share of Common Stock, then in such event Holder shall be entitled to cash equal
to the value of such fractional share on the basis of the mean between the low
bid and high asked prices of the Common Stock on the over-the-counter market as
reported by the National Association of Securities Dealers Automated Quotations
System or the closing market price of the Common Stock on a national securities
exchange on the trading day immediately prior to the date of exercise, whichever
is applicable, or if neither is applicable, then on the basis of the then market
value of the Common Stock as it shall be reasonably determined by the Board of
Directors of the Company.
1.4. Compliance with Law. This Warrant is subject to all laws,
regulations and orders of any governmental authority that may be applicable
hereto and, notwithstanding any of the provisions hereof, the Holder agrees that
the Holder will not exercise the Warrant nor will the Company be obligated to
issue any shares of stock hereunder if exercise thereof or the issuance of such
shares, as the case may be, would constitute a violation by the Holder or the
Company of any such law, regulation or order or any provision thereof. As a
consequence, the Holder may not be able to exercise this Warrant if it is not an
"accredited investor" as defined in Regulation D promulgated under the
Securities Act as of the time of exercise. The Company shall not be obligated to
take any affirmative action in order to cause the exercise of this Warrant or
the issuance of shares pursuant hereto to comply with any such law, regulation,
order or provision.
Section 2. ADJUSTMENTS.
2.1. Adjustment for Stock Dividends. In case the Company shall pay a
dividend or make any other distribution on any class of capital stock of the
Company in shares of Common Stock, the Purchase Price in effect at the close of
business on the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be reduced by multiplying such
Purchase Price by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator shall be the sum of such number of
shares and the total number of shares of Common Stock constituting such dividend
or other distribution, such reduction to become effective immediately prior to
the opening of business on the day following the date fixed for such
determination. For the purposes of this Section 2.1, the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company.
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2.2. Adjustment for Stock Subdivisions and Combinations. In case
outstanding shares of Common Stock shall be subdivided into a greater number of
shares of Common Stock, the Purchase Price in effect at the close of business on
the day upon which such subdivision becomes effective shall be proportionately
reduced and, conversely, in case outstanding shares of Common Stock shall be
combined into a smaller number of shares of Common Stock, the Purchase Price in
effect at the opening of business on the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become effective immediately prior to the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.
2.3. Computation of Adjusted Purchase Price. Whenever the Purchase
Price is adjusted as provided in this Section 2:
(a) The Company shall compute the adjusted Purchase Price to
the nearest one-hundredth of a cent in accordance with this Section 2 and shall
prepare a certificate signed by the Chief Financial Officer or the Treasurer of
the Company setting forth the adjusted Purchase Price and showing in reasonable
detail the facts upon which such adjustment is based, and such certificate shall
forthwith be filed at the office maintained pursuant to Section 3.3;
(b) A notice stating that the Purchase Price has been adjusted
and setting forth the adjusted Purchase Price shall, as soon as practicable
after it is required, be mailed to Holder; and
(c) At its option, Holder may confirm the adjustment noted on
the certificate by causing such adjustment to be computed by an independent
certified public accountant at the expense of the Company.
2.4. Minimum Adjustment. No adjustment in the Purchase Price shall be
required under this Section 2 unless such adjustment would require an increase
or decrease of at least one percent in such price; provided, however, that any
adjustments that by reason of this Section 2.4 are not required to be made shall
be carried forward and taken into account in any subsequent adjustment. All
calculations under this Section 2 shall be made to the nearest one-hundredth of
a cent or to the nearest one-hundredth of a share as the case may be.
2.5. Adjustment of Warrant Number. When any adjustment is required to
be made in the Exercise Price, the Warrant Number shall be changed to the number
determined by dividing (i) an amount equal to the Warrant Number immediately
prior to such adjustment, multiplied by the Exercise Price in effect immediately
prior to such adjustment, by (ii) the Exercise Price in effect immediately after
such adjustment.
Section 3. CERTAIN OBLIGATIONS OF THE COMPANY.
3.1. Reservation of Stock. The Company covenants that it will at all
times reserve and keep available out of its authorized and unissued Common Stock
or out of shares of its treasury
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stock, solely for the purpose of issue upon exercise of the purchase rights
evidenced by this Warrant, a number of shares of Common Stock equal to the
number of shares of Common Stock issuable hereunder. The Company will from time
to time, in accordance with the laws of the State of Delaware, take action to
increase the authorized amount of its Common Stock if at any time the number of
shares of Common Stock authorized but remaining unissued and unreserved for
other purposes shall be insufficient to permit the exercise of this Warrant.
3.2. No Valuation or Impairment. The Company will not, by amendment of
its Certificate of Incorporation, including, without limitation, amendment of
the par value of its Common Stock, or through reorganization, consolidation,
merger, dissolution, issuance of capital stock or sale of treasury stock
(otherwise than upon exercise of this Warrant) or sale of assets, or by any
other voluntary act or deed, avoid or seek to avoid the material performance or
observance of any of the covenants, stipulations or conditions in this Warrant
to be observed or performed by the Company. The Company will at all times in
good faith assist, insofar as it is able, in the carrying out of all of the
provisions of this Warrant in a reasonable manner and in the taking of all other
action that may be necessary in order to protect the rights of the holder of
this Warrant against dilution in the manner required by the provisions of this
Warrant.
3.3. Maintenance of Office. The Company will maintain an office where
presentations and demands to or upon the Company in respect of this Warrant may
be made. The Company will give notice in writing to Holder, at the address of
Holder appearing on the books of the Company, of each change in the location of
such office.
Section 4. REORGANIZATION, ETC.
If any reorganization or reclassification of the capital stock of the
Company, or consolidation or merger of the Company with another corporation, or
sale of all or substantially all of its assets to another corporation or other
Person shall be effected, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and adequate provision
shall be made whereby Holder shall thereafter have the right to purchase and
receive upon the terms and conditions herein specified and in lieu of the shares
of Common Stock of the Company immediately theretofore purchasable and
receivable upon exercise of this Warrant such securities or property as may be
issued or payable with respect to or in exchange for a number of outstanding
shares of Common Stock equal to the number of shares of Common Stock immediately
theretofore purchasable and receivable upon the exercise of this Warrant had
such reorganization, reclassification, consolidation, merger or sale not taken
place, and in any such case appropriate provision shall be made with respect to
the rights and interests of Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Purchase Price
and of the number of shares purchasable upon the exercise of this Warrant) shall
thereafter be applicable, as nearly as may be, in relation to any securities or
property thereafter deliverable upon the exercise hereof. The Company shall not
effect any such reorganization, consolidation, merger or sale unless, prior to
or contemporaneously with the consummation thereof, the successor corporation
(if other than the Company) resulting from such consolidation or merger or the
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corporation or other Person purchasing such assets shall assume by written
instrument executed and delivered to Holder, the obligation to deliver to Holder
such securities or property as, in accordance with the foregoing provisions,
Holder may be entitled to purchase or receive.
Section 5. NOTICES OF RECORD DATE.
In the event of:
(a) any taking by the Company of a record of the holders of
any class of securities for the purpose of determining the holders thereof who
are entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right; or
(b) any capital reorganization of the Company, any
reclassification of the capital stock of the Company or any transfer of all or
substantially all the assets of the Company to or any consolidation or merger of
the Company with or into any other Person; or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company,
then, and in each such event, the Company will give to Holder a notice
specifying (i) the date on which any such record is to be taken for the purpose
of such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, and (ii) the date on which any such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock for securities or other
property deliverable on such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock shall be entitled to exchange their shares of Common Stock for securities
or other property deliverable on such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding-up. Such
notice shall be mailed at least 10 days prior to the date specified in such
notice on which any such action is to be taken.
Section 6. DEFINITIONS.
As used herein, the following terms, unless the context otherwise
requires, have the following respective meanings:
6.1. The term Common Stock means the Company's Common Stock, par value
$.01 per share, and any other securities into which or for which the Common
Stock is converted or exchanged pursuant to a plan of reclassification,
reorganization, consolidation, merger, sale of assets, dissolution, liquidation,
or otherwise.
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6.2. The term Expiration Date shall mean the fifth anniversary of the
date of this Warrant.
6.3. The term Person shall mean an individual, partnership,
corporation, association, trust, joint venture, unincorporated organization or
any government, governmental department or agency or political subdivision
thereof.
6.4. The term Warrant Stock shall mean any equity security issued upon
exercise of this Warrant.
Section 7. REPLACEMENT OF WARRANTS.
Upon (a) surrender of this Warrant in mutilated form or receipt of
evidence satisfactory to the Company of the loss, theft or destruction of this
Warrant and (b) in the case of any loss, theft or destruction of any Warrant,
receipt of an indemnity agreement or security reasonably satisfactory in form
and amount to the Company, then, in the absence of actual notice to the Company
that this Warrant has been acquired by a bona fide purchaser, the Company, at
its expense, shall execute and deliver, in lieu of this Warrant, a new Warrant
identical in form to this Warrant.
Section 8. REMEDIES.
The Company stipulates that the remedies at law of the Holder in the
event of any breach or threatened breach by the Company of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a breach of any of the terms hereof
or otherwise.
Section 9. TRANSFER.
(i) This Warrant and the shares of Common Stock issuable hereunder
shall not be sold, transferred, pledged or hypothecated unless the proposed
disposition is the subject of a Federal currently effective registration
statement under the Securities Act or unless the Company has received an opinion
of counsel, in form and substance reasonably satisfactory to the Company, to the
effect that such registration is not required in connection with such
disposition. Subject to the first sentence of this Section, this Warrant and all
rights hereunder are transferable, in whole or in part, at the office or agency
of the Company by the registered holder thereof in person or by a duly
authorized attorney, upon surrender of this Warrant together with an assignment
hereof properly endorsed. Until transfer hereof on the registration books of the
Company, the Company may treat the existing registered holder hereof as the
owner hereof for all purposes. Any transferee of this Warrant and any rights
hereunder, by acceptance thereof, agrees to assume all of the obligations of
Holder and to be bound by all of the terms and provisions of this Warrant.
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(ii) This Warrant is not transferable in any case except with the prior
written consent of the Company, which consent may be withheld in its sole
discretion.
Section 10. NOTICES.
Where this Warrant provides for notice of any event, such notice shall
be given (unless otherwise herein expressly provided) in writing and either (i)
delivered personally, (ii) sent by certified, registered or express mail,
postage prepaid, (iii) telegraphed or (iv) telexed or sent by facsimile
transmission, and shall be deemed given when so delivered personally,
telegraphed, telexed, sent by facsimile transmission (confirmed in writing) or
mailed. Notices shall be addressed, if to Holder, to the address of Holder
appearing in the Company's records or, if to the Company, to its office
maintained pursuant to Section 3.3.
Section 11. MISCELLANEOUS.
This Warrant shall be binding upon the Company and Holder and their
legal representatives, successors and assigns. In case any provision of this
Warrant shall be invalid, illegal or unenforceable, or partially invalid,
illegal or unenforceable, the provision shall be enforced to the extent, if any,
that it may legally be enforced and the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
This Warrant and any term hereof may be changed, waived, discharged or
terminated only by a statement in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. This
Warrant shall be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware without regard to its principles of conflicts of
laws. The headings in this Warrant are for purposes of reference only, and shall
not limit or otherwise affect any of the terms hereof. This Warrant shall take
effect as an instrument under seal.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officer and its corporate seal to be impressed hereon and
attested by its Secretary.
Dated as of HIPPO, INC.
----------------------
(Corporate Seal) By:
Chairman of the Board
Attest:
----------------------------------
Secretary
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FORM OF SUBSCRIPTION
(To be signed only on exercise of
Common Stock Purchase Warrant)
TO: HIPPO, INC.
The undersigned, the holder of the within Common Stock Purchase
Warrant, hereby irrevocably elects to exercise this Common Stock Purchase
Warrant for, and to purchase thereunder * shares of Common Stock of HIPPO, INC.
(the "Company") and herewith makes payment of $ therefor, and requests that the
certificates for such shares be issued in the name of, and delivered to , whose
address is
.
Dated:
(Signature must conform in all respects
to name of Holder as specified on the
face of the Warrant)
(Address)
*Insert here the number of shares (all or part of the number of shares
called for in the Common Stock Purchase Warrant) as to which the Common Stock
Purchase Warrant is being exercised without making any adjustment for any other
stock or other securities or property or cash that, pursuant to the adjustment
provisions of the Common Stock Purchase Warrant, may be deliverable on exercise.
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FORM OF ASSIGNMENT
(To be signed only on transfer of
Common Stock Purchase Warrant)
For value received, the undersigned hereby sells, assigns, and
transfers unto of
the right represented by the within Common Stock Purchase Warrant to purchase
shares of Common Stock of HIPPO, INC. to which the within
Common Stock Purchase Warrant relates, and appoints , Attorney to transfer such
right on the books of HIPPO, INC. with full power of substitution in the
premises.
Dated:
(Signature must conform in all respects to
name of Holder as specified on the face of the
Warrant)
(Address)
Signed in the presence of:
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 7/7/98 | | | | | | | None on these Dates |
| | 10/1/97 | | 1 |
| List all Filings |
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