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) 78 498K
2: EX-1.1 Form of Underwriting Agreement 33 158K
3: EX-3.1 Amended and Restated Certificate of Incorporation 6 23K
4: EX-3.2 Amended and Restated Bylaws 27 114K
5: EX-10.1 Form of Indemnification Agreement 11 56K
14: EX-10.10 Convertible Subordinated Promissory Notes 19 91K
15: EX-10.11 Zero Coupon Promissory Note (Summit Ventures Ii) 5 24K
16: EX-10.12 Zero Coupon Promissory Note (Summit Investors Ii) 5 24K
17: EX-10.13 Promissory Note Issued to Summit Ventures Ii, L.P. 6 26K
18: EX-10.14 Promissory Note Issued to Summit Investors Ii,L.P. 6 25K
19: EX-10.15 Stockholders' Agreement Dated September 30, 1992 8 32K
20: EX-10.16 Sale, License and Noncompetition Agreement 22 58K
21: EX-10.17 Oem Purchasing Agreement Dated August 14, 1997 17 68K
22: EX-10.18 Form of Distribution Agreement - North America 8 33K
23: EX-10.19 Form of Distribution Agreement - Europe 8 32K
6: EX-10.2 1998 Stock Plan and Form of Agreement Thereunder 39 131K
24: EX-10.21 Employment Agreement (Steven D. Simpson) 2± 13K
25: EX-10.23 Employment Agreement (Thomas C. White) 2± 12K
26: EX-10.24 Employment Agreement (Holmes T. Lundt) 2± 11K
27: EX-10.25 Employment Agreement (Scott J. Ritchie) 2± 12K
7: EX-10.3 1998 Employee Stock Purchase Plan 18 63K
8: EX-10.4 1998 Directors Stock Option Plan 13 51K
9: EX-10.5 1994 Incentive Stock Option Plan 2 17K
10: EX-10.6 1987 Restricted Stock Option Plan 2 16K
11: EX-10.7 1984 Incentive Stock Option Plan 2 16K
12: EX-10.8 Extended Systems Employee Stock Ownership Plan 45 178K
13: EX-10.9 Extended Systems Incorporated 401(K) Plan 114 397K
28: EX-11.1 Computation of Earnings Per Share 1 11K
29: EX-21.1 List of Subsidiaries of the Registrant 1 9K
30: EX-23.1 Consent of Independent Accountants 1 9K
31: EX-27.1 Financial Data Schedule 1 12K
EX-10.14 — Promissory Note Issued to Summit Investors Ii,L.P.
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EXHIBIT 10.14
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933; THEY
HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE PLEDGED,
HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS MAY BE
AUTHORIZED UNDER THE SECURITIES ACT OF 1933 AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER.
EXTENDED SYSTEMS, INC.
10% Convertible Subordinated Promissory Note Due 1999
No. 2
$7,270 September 30, 1992
For value received, EXTENDED SYSTEMS, INC., a Delaware corporation (the
"Company"), hereby promises to pay to SUMMIT INVESTORS II, L.P. (hereinafter
referred to as the "Payee"), or registered assigns, on or before September 29,
1999, as described below, the principal sum of SEVEN THOUSAND TWO HUNDRED
SEVENTY DOLLARS ($7,270), or such part thereof as then remains unpaid, to pay
interest from the date hereof on the whole amount of said principal sum
remaining from time to time unpaid at the rate of ten percent (10%) per annum,
or, to the extent that such interest rate is not legally enforceable, at the
maximum per annum rate of hum then payable under applicable law, such interest
to be payable annually on the first day of October in each year, the first such
payment to be due and payable on October 1, 1993, until the whole amount of the
principal hereof remaining unpaid shall become due and payable. Principal shall
be repaid on the 29th day of September, 1999. Principal and interest shall be
payable in lawful money of the United States of America, in immediately
available funds, at the principal office of the Payee, or at such other place as
the legal holder may designate from time to time in writing to the Company.
Interest shall be computed on the basis of a 360-day year and a 30-day month.
This Promissory Note is issued pursuant to and is entitled to the
benefits of a certain Convertible Subordinated Promissory Notes and Warrant
Purchase Agreement, dated as of September 30, 1992, among the Company and
certain Purchasers identified therein, as the same may be amended from time to
time (the "Agreement"), and each holder of this Promissory Note, by its
acceptance hereof, agrees to be bound by the provisions of the Agreement, a copy
of which may be inspected by the legal holder hereof at the principal office of
the Company. As provided in the Agreement, (i) this Promissory Note is subject
to prepayment under certain conditions as specified in Section 1.08 of said
Agreement, (ii) the principal of and interest on this Promissory Note is
subordinated to Senior Debt, as defined in the Agreement, and (iii) in case of
an Event of Default as defined in the Agreement, the principal of, and any
accrued interest on, this Promissory Note may become or may be declared due and
payable in the manner
and with the effect provided in the Agreement, except as expressly provided in
Section 1.08 of the Agreement, the Company has no right or power to prepay this
Promissory Note.
As further provided in the Agreement, upon surrender of this Promissory
Note for transfer or exchange, a new Promissory Note or new Promissory Notes of
the same tenor, dated the date to which interest has been paid on the
surrendered Promissory Note and in an aggregate principal amount equal to the
unpaid principal amount of the Promissory Note so surrendered, will be issued to
and registered in the name of the transferee or transferees. The Company may
treat the person in whose name this Promissory Note is registered as the owner
hereof for the purpose of receiving payment and for all other purposes.
Provided, however, that the transfer of this Note shall only be permitted in
compliance with the terms of the Agreement and the Stockholders' Agreement
defined therein.
1. Conversion of Principal Amount. The principal amount then outstanding
on this Promissory Note is convertible into shares of the Common Stock of the
Company at the Applicable Conversion Value as determined by Paragraph 2.2
herein. Upon payment of the principal of the Promissory Note hereon, the right
to convert the outstanding principal shall expire.
2. Adjustments.
2.01 Adjustments for Stock Splits, Consolidations, etc. The
number and class of shares into which this Promissory Note is convertible shall
at all times be equal to the number of shares that the Holder would have held if
the Holder had received the Conversion Shares at the issue Date and had
continuously held those shares to the date of conversion.
2.02 Adjustments for Dilutive Issues.
(a) Applicable Conversion Rate. The number of shares of
Common Stock issuable upon conversion of this Promissory Note shall be the
quotient obtained by dividing the principal amount being converted by the
Applicable Conversion Value, calculated as provided in Paragraph 2.2(b).
(b) Applicable Conversion Rate. The Applicable Conversion
Value in effect from time to time, except as adjusted in accordance with
Paragraph 2.2(c) hereof, shall be $26.891841.
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(c) Upon Sale of Common Stock. If the Company issues
shares of its Common Stock for no consideration or at a price per share less
than the then existing Applicable Conversion Value then a new Applicable
Conversion Value shall be calculated by multiplying the then existing Applicable
Conversion Value by the following fraction:
A + (C/Vp)
----------
A + N
A = the number of shares outstanding immediately prior to the issuance if all
convertible securities, warrants, options and rights were converted or
exercised.
C = consideration
Vp = previous or then existing applicable conversion value
N = number of shares of common stock issued; or in the event of a convertible
security, the number of shares that security is convertible into.
Consideration means consideration received for issuance plus minimum
consideration receivable upon exercise. If a portion of the consideration is
other than cash, its value shall be fair market value as determined in good
faith by the Board of Directors.
The Company's issuance of shares of Common Stock or options to purchase
Common Stock pursuant to any stock purchase, stock option, or incentive program
approved by the Board of Directors, to the company's employees, directors, or
officers, shall not result in any change to the Applicable Conversion Value.
3. Registration Right. The Holder of this Promissory Note is entitled to
certain rights regarding registration under the Securities Act of 1933, as
amended, of the shares of Common Stock issuable upon conversion hereof pursuant
to the Agreement.
4. Method of Converting Note. Subject to the terms and conditions of
this Promissory Note, the Promissory Note may be converted by written notice to
the Company, at its principal office in the State of Idaho, which presently is
located at 5777 North Meeker Avenue, Boise, Idaho 93704. Such notice shall state
the election to convert the Promissory Note and the principal amount and the
number of shares in respect of which it is being converted, and shall be signed
by the person or persons so converting the Promissory Note. Such notice shall be
accompanied by confirmation of cancellation of all or a portion of the
Promissory Note. The Company shall deliver a certificate or certificates
representing the shares subject to such conversion as soon as practicable after
die notice shall be received. The certificate or certificates for the shares as
to which the Promissory Note shall have been so converted shall be registered in
the name of the person or persons so converting the Promissory Note, and shall
be delivered, as provided above, to or upon the written order of the person or
persons converting the Promissory Note. The interest on the portion of the
Promissory Note so converted shall be paid by the Company at the time of
delivery of the certificate or certificates provided above. In the event the
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Promissory Note shall be exercised by any person or persons other than the
Holder in accordance with the terms hereof, such notice shall be accompanied by
appropriate proof of the right of such person or persons to convert the
Promissory Note. All shares that shall be purchased upon the conversion of the
Promissory Note as provided herein shall be fully paid and nonassessable. The
holder of this Promissory Note shall not be entitled to the privileges of share
ownership as to any shares of Common Stock not actually issued and delivered to
it. The Holder hereby certifies that all shares of Common Stock in the Company
purchased or to be purchased by it pursuant to the exercise of this Promissory
Note are being, or are to be, acquired by it for investment, and not with a view
to the distribution thereof. In addition, the person converting the Promissory
Note shall execute and deliver to the Company, with the notice provided for
above, a certificate substantially in the form attached hereto as Exhibit A.
5. General. The Company shall at all times during the period this
Promissory Note is outstanding reserve and keep available such number of shares
of Common Stock as will be sufficient to satisfy the requirements of this
Promissory Note, shall pay all original issue and transfer taxes with respect to
the issue and transfer of shares pursuant hereto and all other fees and expenses
necessarily incurred by the Company in connection therewith, and will from time
to time use its best efforts to comply with all laws and regulations, which, in
the opinion of counsel for the Company, shall be applicable thereto.
6. Legends. It is understood that the certificates evidencing the Common
Stock purchased upon conversion of this Promissory Note may bear the following
legends:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933; THEY HAVE BEEN ACQUIRED BY THE HOLDER
FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED,
OR OTHERWISE DISPOSED OF EXCEPT AS MAY BE AUTHORIZED UNDER THE
SECURITIES ACT OF 1933 AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER."
THIS STOCK IS RESTRICTED STOCK AND MAY NOT BE SOLD WITHOUT FIRST
OFFERING IT TO THE CORPORATION, WHICH SHALL HAVE THE RIGHT TO PURCHASE
IT WITHIN THIRTY (30) DAYS AT THE LATEST APPRAISAL PRICE DETERMINED BY
AN INDEPENDENT OUTSIDE APPRAISER WITHIN ONE HUNDRED TWENTY (120) DAYS
PRIOR TO THE DATE OF SALE PURSUANT TO ARTICLE 4B OF THE AMENDED ARTICLES
OF INCORPORATION.
THIS RESTRICTION SHALL REMAIN IN EFFECT AT ALL TIMES AND SHALL APPLY TO
ANY FUTURE OWNER OR TRANSFEREE OF THIS STOCK.
As further provided in the Agreement, upon surrender of this Promissory
Note for transfer or exchange, a new Promissory Note or new Promissory Notes of
the same tenor, dated the date to which interest has been paid on the
surrendered Promissory Note and in an aggregate principal amount equal to the
unpaid principal amount of the Promissory Note so surrendered, will be issued to
and registered in the name of the transferee or transferees. This Company may
treat the person in whose name this
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Promissory Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes.
In case any payment herein provided for shall not be paid when due, the
Company further promises to pay all cost of collection, including all reasonable
attorney's fees.
This Promissory Note shall be governed by and construed in accordance
with, the laws of the State of Idaho.
The Company and all endorsers and guarantors of this Promissory Note
hereby waive presentment, demand, notice of nonpayment, protect and all other
demands and notices in connection with the delivery, acceptance, performance or
enforcement of this Promissory Note.
EXTENDED SYSTEMS, INC.
By: /s/ Gary Atkins By: /s/ Doug Winterrowd
------------------------------- -------------------------------
Gary Atkins, President Doug Winterrowd, Secretary
[Corporate Seal]
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EXHIBIT A
TO PROMISSORY NOTE
CERTIFICATE
_________________, 19__
I hereby certify that all of the shares of Common Stock, $.10 value, of
EXTENDED SYSTEMS, INC., purchased by the undersigned pursuant to the conversion
on this date of the Promissory Note payable by EXTENDED SYSTEMS, INC., dated the
30th day of September, 1992, are being acquired by the undersigned for
investment and not with a view to the distribution thereof.
-------------------------------
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 9/29/99 | | 1 | | | | | None on these Dates |
| Filed on: | | 12/19/97 |
| | 10/1/93 | | 1 |
| | 9/30/92 | | 1 |
| List all Filings |
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