<PAGE> 1
Exhibit 10.2
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR THE LAWS OF ANY STATE, AND THIS WARRANT HAS BEEN ISSUED OR
SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT AND
PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF
MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNTIL (I) A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS
SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY RECEIVES AN
OPINION OF COUNSEL IN A FORM ACCEPTABLE TO THE COMPANY STATING THAT REGISTRATION
UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER.
HEALTHCARE.COM CORPORATION
---------------------------------------
STOCK PURCHASE WARRANT
COMMON STOCK
Par Value $.01 Per Share
---------------------------------------
THIS STOCK PURCHASE WARRANT (the "Warrant") is issued this 20th day of
December, 2000, by HEALTHCARE.COM CORPORATION, a Georgia corporation (the
"Company"), to SILICON VALLEY BANK ("SVB," which, together with any permitted
assignee or transferee hereunder, is hereinafter referred to collectively as
"Holder" or "Holders").
1. ISSUANCE OF WARRANT. For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company hereby
grants to Holder the right to purchase 25,000 shares of the Company's common
stock, $.01 par value per share (the "Common Stock"), at the purchase price per
share (the "Exercise Price") set forth herein. The shares of Common Stock
issuable upon exercise of this Warrant are hereinafter referred to as the
"Warrant Shares." The number of Warrant Shares and the Exercise Price are
subject to adjustment as provided in Section 9 below.
2. TERM. Subject to the terms and conditions set forth herein, this
Warrant shall be exercisable by Holder in whole or in part at any time and from
time to time from the date hereof until 5:00 p.m. Atlanta, Georgia time on
December 19, 2005 (the "Expiration Date") and shall be void thereafter.
<PAGE> 2
3. PRICE. The Exercise Price per share for which the Warrant Shares may
be purchased pursuant to the terms of this Warrant shall be $____per share, as
adjusted from time to time pursuant to Section 9 hereof.
4. EXERCISE OF WARRANT.
(a) EXERCISE. This Warrant may be exercised by the Holder
hereof (but only on the conditions hereinafter set forth) as to all or any
increment or increments of One Thousand (1,000) Warrant Shares by surrender of
this Warrant and the Notice of Exercise attached hereto as EXHIBIT A, duly
completed and executed on behalf of the Holder, at the office of the Company,
1850 Parkway Place, 11th Floor, Marietta, Georgia 30067, or at such other
address as the Company shall designate in a written notice to the Holder hereof,
together with a check acceptable and payable to the Company in the amount of the
Exercise Price times the number of Warrant Shares being purchased pursuant to
such exercise.
(b) CASHLESS EXERCISE. In lieu of exercising the Warrant by
payment of the Exercise Price in cash pursuant to Section 4(a) above, the Holder
shall have the right to require the Company to convert the Warrant, in whole or
in part and at any time or times (the "Conversion Right"), into Warrant Shares,
by surrender to the Company of this Warrant and the Notice of Exercise attached
hereto as EXHIBIT A, duly completed and executed by the Holder to evidence the
exercise of the Conversion Right. Upon exercise of the Conversion Right, the
Company shall deliver to the Holder (without payment by the Holder of any cash
in respect of the Exercise Price) a certificate(s) representing that number of
Warrant Shares which is equal to the quotient obtained by dividing (x) the value
of the number of Warrants being converted at the date the Conversion Right is
exercised (determined by subtracting (A) the aggregate Exercise Price for all
such Warrants immediately prior to the exercise of the Conversion Right from (B)
the aggregate Fair Market Value (determined on the basis of the Fair Market
Value per share of Common Stock multiplied by that number of Warrant Shares
purchasable upon exercise of such Warrants immediately prior to the exercise of
the Conversion Right)), by (y) the Fair Market Value per share of Common Stock
on the date of exercise of the Conversion Right. For purposes of this
calculation, the Fair Market Value per share of Common Stock shall be (i) if a
public market for the Company's Common Stock exists at the time of such
exercise, the average of the closing bid and asked prices of the Common Stock
quoted in the Over-The-Counter Market Summary or the last reported sales price
of the Common Stock or the closing price quoted on the NASDAQ National Market or
on any exchange on which the Common Stock is listed, whichever is applicable, as
published in THE WALL STREET JOURNAL for the five (5) trading days prior to the
date of determination of Fair Market Value; or (ii) if there is no public market
for the Company's Common Stock, determined by the Company's Board of Directors
in good faith. Any references in this Warrant to the "exercise" of any Warrants,
and the use of the term "exercise" herein, shall be deemed to include (without
limitation) any exercise of the Conversion Right.
(c) DELIVERY OF STOCK CERTIFICATES. Upon exercise of this
Warrant as aforesaid, the person entitled to receive the Warrant Shares issuable
upon such exercise shall be treated for all purposes as the holder of record of
such shares as of the close of business on the date of
-2-
<PAGE> 3
exercise. As promptly as practicable on or after such date, and in any event
within ten (10) days thereafter, the Company shall execute and deliver to the
Holder of this Warrant a certificate or certificates for the total number of
whole Warrant Shares for which this Warrant is being exercised (net of any
Warrant Shares applied upon exercise of the Conversion Right), in such names and
denominations as are requested by such Holder. If this Warrant shall be
exercised with respect to less than all of the Warrant Shares, the Company, at
its expense, will issue to the Holder a new Warrant covering the number of
Warrant Shares with respect to which this Warrant shall not have been exercised,
which new Warrant shall be identical to this Warrant except for the number of
shares remaining subject to the Warrant. If, upon exercise of this Warrant, the
Holder would be entitled to acquire a fractional share of the Company's Common
Stock, such fractional share shall be disregarded and the number of shares
subject to this Warrant shall be rounded down to the next lower number of shares
and the Holder shall be entitled to receive from the Company a cash payment
equal to the product of the per share Exercise Price multiplied by such fraction
rounded to the nearest penny.
(d) PAYMENT OF TAXES. The Company will pay all documentary
stamp taxes attributable to the initial issuance of Warrant Shares upon the
exercise of this Warrant, provided that such certificates for such Warrant
Shares are issued in the name of SVB. The Company shall not be required to pay
any tax or taxes which may be payable in respect of any other transfer involved
in the issue of any certificates for Warrant Shares and the Company shall not be
required to issue or deliver such certificates for Warrant Shares unless or
until the person or persons requesting the issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.
5. COVENANTS AND CONDITIONS. The above provisions are subject to the
following:
(a) The Holder of this Warrant and any transferee hereof or of
the Warrant Shares issuable upon exercise of this Warrant, by their acceptance
hereof or thereof, hereby (i) acknowledge that this Warrant has been, and any
Warrant Shares issuable upon exercise hereof will be, acquired for investment
purposes and not with a view to distribution or resale and (ii) understand and
agree that this Warrant and the Warrant Shares issuable upon the exercise
hereof, have not been registered under the Securities Act or any applicable
state securities laws ("Blue Sky Laws"), and may not be sold, pledged,
hypothecated or otherwise transferred without (A) an effective registration
statement for such Warrant under the Securities Act and such applicable Blue Sky
Laws, or (B) an opinion of counsel reasonably satisfactory to the Company that
registration is not required under the Securities Act or under any applicable
Blue Sky Laws. Transfer of the Warrant Shares issued upon the exercise of this
Warrant shall be restricted in the same manner and to the same extent as the
Warrant. Each Warrant and each certificate representing such Warrant Shares
shall bear substantially the following legend (with such changes therein as may
be appropriate to reflect whether such legend refers to a Warrant or Warrant
Shares):
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS
-3-
<PAGE> 4
AMENDED (THE "SECURITIES ACT") OR THE LAWS OF ANY STATE, AND
THIS WARRANT HAS BEEN ISSUED OR SOLD IN RELIANCE UPON
EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT AND
PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA
SECURITIES ACT OF 1973. THIS WARRANT AND THE SHARES OF COMMON
STOCK ISSUABLE UPON THE EXERCISE HEREOF MAY NOT BE OFFERED FOR
SALE, SOLD OR TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II)
THE COMPANY RECEIVES AN OPINION OF COUNSEL IN A FORM
ACCEPTABLE TO THE COMPANY STATING THAT REGISTRATION UNDER THE
SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR
TRANSFER.
(b) The Holder and the Company agree to execute such documents
and instruments as counsel for the Company reasonably deems necessary to effect
the compliance of the issuance of the Warrant and any Warrant Shares with
applicable federal and state securities laws, including compliance with
applicable exemptions from the registration requirements of such laws.
(c) The Company covenants and agrees that all Warrant Shares
which may be issued upon exercise of this Warrant will, upon issuance and
payment therefore, be legally and validly issued and outstanding, fully paid and
nonassessable. The Company shall at all times reserve and keep available for
issuance upon the exercise of this Warrant such number of authorized shares of
Common Stock and other securities as will be sufficient to permit the exercise
in full of this Warrant.
6. REGISTRATION RIGHTS. The Warrant Shares issuable upon exercise of
this Warrant are entitled to certain registration rights upon the terms and
conditions set forth in a Registration Rights Agreement, dated as of December
20, 2000 between the Company and SVB.
7. TRANSFER. Subject to the restrictions set forth in Section 5 of this
Warrant, Holder may transfer or assign this Warrant; provided, that an opinion
of counsel shall not be required for an transfer of this Warrant or any Warrant
Shares by Holder to an affiliate of Holder. Upon a transfer in accordance with
this Section 7, the Company at its expense (excluding any applicable transfer
taxes) shall execute and deliver, in lieu of and in replacement of this Warrant,
Warrants identical in form to this Warrant and in such denominations as the
transferring Holder shall request; provided that, any such transferee, by
acceptance hereof, agrees to assume all of the obligations of Holder and be
bound by all of the terms and provisions of this Warrant.
-4-
<PAGE> 5
8. WARRANT HOLDER NOT SHAREHOLDER. This Warrant does not confer upon
the Holder, as such, any right whatsoever as a shareholder of the Company.
9. ADJUSTMENT UPON CHANGES IN COMPANY COMMON STOCK. The number of
shares of Common Stock subject to this Warrant and the Exercise Price per share
of such shares shall be adjusted by the Company proportionately to reflect
changes in the capitalization of the Company as a result of any
recapitalization, reclassification, stock dividend, stock split, combination of
shares, exchange of shares or any other change in the Company's capital
structure which affects holders of Common Stock generally. All adjustments
described herein shall be reflected on the Company's stock warrant ledger and
the Holder shall receive written notice thereof.
10. MERGER, SALE OF ASSETS, ETC. If at any time while this Warrant, or
any portion thereof, is outstanding and unexpired, there shall be (a) a
reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for in Section 9 hereof), (b) a merger
or consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving entity but the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or
otherwise, or (c) a sale or transfer of the Company's properties and assets as,
or substantially as, an entirety to any other person, then, as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant, until the Expiration Date the period
specified herein and upon payment of the Exercise Price then in effect (or
exercise of the Conversion Right), the number of shares of stock or other
securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer that a holder of the
shares deliverable upon exercise of this Warrant would have been entitled to
receive in such reorganization, consolidation, merger, sale or transfer if this
Warrant had been exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment for other
future events as provided in Section 9. The foregoing provision of this Section
10 shall similarly apply to successive reorganizations, consolidations, mergers,
sales and transfers and to the stock or securities of any other corporation that
are at the time receivable upon the exercise of this Warrant. If the per share
consideration payable to the holder hereof for shares in connection with any
such transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith by the Company's
Board of Directors. In all events, appropriate adjustments (as determined in
good faith by the Company's Board of Directors) shall be made in the application
of the provisions of this Warrant with respect to the rights and interests of
the Holder after the transaction, to the end that the provisions of this Warrant
shall be applied after that event, as nearly as reasonably may be, in relation
to any shares or other property deliverable after that event upon exercise of
this Warrant.
11. CERTAIN DISTRIBUTIONS. If the Company shall, at any time or from
time to time, fix a record date for the distribution to all holders of Common
Stock (including any such distribution made in connection with a consolidation
or merger in which the Company is the continuing corporation) of evidences of
indebtedness, assets or other property (other than regularly
-5-
<PAGE> 6
scheduled cash dividends or cash distributions payable out of consolidated
earnings or earned surplus or dividends payable in capital stock) or
subscription rights, options or warrants, then the Exercise Price shall be
reduced to the price determined by multiplying the Exercise Price in effect
immediately prior to such record date by a fraction (which shall in no event be
less than zero), the numerator of which shall be the fair market value per share
of Common Stock on such record date, less the fair market value (as determined
in good faith by the Board of Directors of the Company) of the portion of the
assets, evidences of indebtedness, other property, subscription rights or
warrants so to be distributed applicable to one share of Common Stock and the
denominator of which shall be such fair market value per share of Common Stock.
Any such adjustment shall become effective immediately after the record date for
such distribution. Such adjustment shall be made successively whenever such a
record date is fixed. In the event that such distribution is not so made, the
Exercise Price shall be adjusted to the Exercise Price in effect immediately
prior to such record date (subject to any other applicable adjustment).
12. NOTICE OF CERTAIN EVENTS. In case:
(a) the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for or purchase any shares of capital
stock of any class, or to receive any other rights; or
(b) of any capital reorganization, any reclassification of
shares of capital stock of the Company (other than a subdivision or combination
of outstanding shares of Common Stock to which Section 9 applies), or any
consolidation or merger of the Company or the sale or transfer of all or
substantially all of the assets of the Company; or
(c) of any voluntary dissolution, liquidation, or winding up
of the Company;
then the Company shall mail (at least ten (10) days prior to the applicable date
referred to in subclause (x) or in subclause (y) below, as the case may be), to
the Holder at the address set forth in the Company's stock records, a notice
stating that (x) the date on which a record is to be taken for the purpose of
such dividend, distribution or rights or, if a record is not to be taken, the
date as of which the holders of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined, or (y) the date on which
such reclassification, capital reorganization, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up is expected to become
effective, and, if applicable, the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such reclassification,
capital reorganization, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up.
-6-
<PAGE> 7
IN WITNESS WHEREOF, HEALTHCARE.COM CORPORATION has caused this Warrant
to be executed by its duly authorized officer on the date first above written.
HEALTHCARE.COM CORPORATION
By:
----------------------------------------
Joseph A. Blankenship
Secretary
Accepted:
SILICON VALLEY BANK
By:
--------------------------------
Name:
Title:
-7-
<PAGE> 8
Exhibit A
NOTICE OF EXERCISE
To: HEALTHCARE.COM CORPORATION
The undersigned, the holder of the foregoing Warrant, and pursuant to
the terms hereof, hereby elects to exercise rights represented by said Warrant
for, and to purchase thereunder, _________ shares of the Company's Common Stock
covered by said Warrant, and tenders herewith payment of the purchase price in
full for such shares by:
_____ (a) cash in the amount of $__________, through the
delivery of a certified or
official bank check; or
_____ (b) exercising the Conversion Right provided under
Section 4(b) of the Warrant by the surrender
of said Warrant.
The undersigned hereby requests that certificates for such shares (or
any other securities or other property issuable upon such exercise) be issued in
the name of and delivered to the undersigned at the address set forth below.
Name
Date:
--------------------- ----------------------------------------
Signature
Address:
----------------------------------------
----------------------------------------
----------------------------------------
