<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 9)
RF Micro Devices, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
749941 10 0
- --------------------------------------------------------------------------------
(CUSIP Number)
William B. Lawrence
TRW Inc.
1900 Richmond Road, 3E
Cleveland, Ohio 44124
(216) 291-7230
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box __.
<PAGE> 2
13D
CUSIP NO. 749941 10 0 Page 2 of 5 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TRW Inc. ("TRW"), I.D. #34-0575430
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ___
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) ____
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF 7 SOLE VOTING POWER 15,935,948
SHARES -------------------
BENEFICIALLY 8 SHARED VOTING POWER --
OWNED BY -------------------
EACH 9 SOLE DISPOSITIVE POWER 15,935,948
REPORTING -------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER --
-------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,935,948
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES_______
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1 percent
14 TYPE OF REPORTING PERSON
CO
<PAGE> 3
SCHEDULE 13D
This Amendment No. 9 on Schedule 13D amends the beneficial ownership statement
initially filed on February 12, 1998 on Schedule 13G, as amended by Amendment
No. 1 on Schedule 13D filed on June 29, 1998, Amendment No. 2 on Schedule 13D
filed on September 18, 1998, Amendment No. 3 on Schedule 13D filed on February
3, 1999, Amendment No. 4 on Schedule 13D filed on April 29, 1999, Amendment No.
5 on Schedule 13D filed on June 1, 1999, Amendment No. 6 on Schedule 13D filed
on June 9, 1999, Amendment No. 7 on Schedule 13D filed on October 5, 1999 and
Amendment No. 8 on Schedule 13D filed on October 12, 1999 (collectively, the
"Schedule 13D"), pursuant to Rule 13d-1(d) under the Securities Exchange Act of
1934, as amended, by TRW Inc., an Ohio corporation ("TRW"). This statement is
being filed to reflect the execution of a new License Agreement and a
Cooperation Agreement by and between TRW and RF Micro Devices, Inc. ("RFMD") on
November 15, 1999. Unless otherwise defined herein, all capitalized terms used
herein shall have the respective meanings given such terms in the Schedule 13D.
Except as modified herein, there have been no other changes in the information
previously reported in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is amended by adding the following paragraphs at the conclusion of the
fourth paragraph thereof:
On November 15, 1999, TRW and RFMD expanded their strategic relationship through
the execution of a new License Agreement (the "License Agreement"), pursuant to
which TRW has expanded the license granted RFMD in 1996 to permit RFMD to use
TRW's patented gallium arsenide heterojunction bipolar transistor ("GaAs HBT")
technology to manufacture products for commercial coaxial and other non-fiber
wire applications, including the broadband wired market. On this same date, TRW
and RFMD also entered into a Cooperation Agreement (the "Cooperation Agreement")
pursuant to which, among other things, the parties agreed to negotiate in good
faith with each other regarding additional licensing arrangements and an
extended GaAs HBT supply agreement, and TRW committed to maintain stock
ownership of at least 7.94 million shares of RFMD Common Stock, no par value
("RFMD Common Stock"), until May 1, 2001. In exchange for granting the expanded
license to RFMD and entering into the Cooperation Agreement, RFMD granted TRW
two warrants (the "Warrants") to purchase, in the aggregate, 750,000 shares of
RFMD Common Stock. The Warrants will become exercisable in 2001 and are subject,
in part, to the achievement of certain sales milestones by RFMD. The Warrants
will be priced at a specified discount to the average closing price per share of
RFMD Common Stock for the ten trading days immediately preceding December 31,
2000. A copy of the License Agreement, the Cooperation Agreement and the
Warrants are filed as exhibits to this Schedule 13D and are incorporated herein
by reference.
Since January 1999, TRW has reduced its ownership in RFMD to approximately 20
percent, raising proceeds to pay off debt incurred to finance its acquisition of
LucasVarity. Subject to market conditions, TRW intends to reduce its holdings in
RFMD further to continue its debt reduction efforts, but, as noted above, has
agreed to hold a minimum of 7.94 million shares of RFMD Common Stock until May
1, 2001.
(Page 3 of 5)
<PAGE> 4
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 is amended by adding the following paragraph at the conclusion thereof:
As noted above, pursuant to the Cooperation Agreement entered into between TRW
and RFMD on November 15, 1999, TRW has agreed to maintain stock ownership of at
least 7.94 million shares of RFMD Common Stock until May 1, 2001. Further, the
Warrants provide that TRW may not assign, sell or otherwise transfer, dispose
of, make any short sale of, pledge, hypothecate, grant any option for the
purpose of, or enter into any hedging, synthetic sale or similar transaction
with the same economic effect as a sale of, the Warrants or any of TRW's rights
under the Warrants, except to an affiliate of TRW or as a result of a merger or
consolidation of TRW into another entity.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended by adding the following exhibits thereto:
Exhibit No. Document
- ----------- --------
3.8 License Agreement, by and between TRW Inc. and RF Micro Devices,
Inc., dated November 15, 1999
3.9 Cooperation Agreement, by and between TRW Inc. and RF Micro
Devices, Inc., dated November 15, 1999
3.10 Warrant No. 99-1, issued by RF Micro Devices, Inc. to TRW Inc.,
dated November 15, 1999
3.11 Warrant No. 99-2, issued by RF Micro Devices, Inc. to TRW Inc.,
dated November 15, 1999
(Page 4 of 5)
<PAGE> 5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 18, 1999
TRW INC.
By: /s/ Kathleen A. Weigand
----------------------------------
Kathleen A. Weigand
Vice President, Assistant General
Counsel and Assistant Secretary
(Page 5 of 5)
<PAGE> 1
Exhibit 3.8
LICENSE AGREEMENT
BY AND BETWEEN
TRW SPACE & ELECTRONICS GROUP
ONE SPACE PARK
REDONDO BEACH, CALIFORNIA 90278
AND
RF MICRO DEVICES, INC.
7625 THORNDIKE ROAD
GREENSBORO, NORTH CAROLINA 27409
<PAGE> 2
TRW/RF Micro Devices
License Agreement
November 15, 1999
LICENSE AGREEMENT
THIS AGREEMENT, made and entered into as the 15th day of
November, 1999 by and between the Space & Electronics Group of TRW Inc., an Ohio
corporation, having offices at One Space Park, Redondo Beach, California 90278
(hereinafter "Licensor") and RF Micro Devices, Inc., a North Carolina
corporation, having offices at 7625 Thorndike Road, Greensboro, North Carolina
27410 (hereinafter "Licensee").
WHEREAS, Licensor has developed, designed and manufactured certain
kinds of gallium arsenide heterojunction bipolar transistors, and possesses
patents rights and technical information and know-how relating thereto; and
WHEREAS, Licensee has an existing license from Licensor to design,
manufacture and sell GaAs heterojunction bipolar transistors and products
incorporating such GaAs heterojunction bipolar transistors under Licensor's
patent rights and to receive technical assistance relating thereto in certain
specified fields of use; and
WHEREAS, Licensee desires to obtain from Licensor an additional license
under Licensor's patent rights and technical information relating to such GaAs
heterojunction bipolar transistors for further specified fields of use; and
WHEREAS, Licensor is willing to grant such license for additional
specified fields of use.
THEREFORE, in consideration of the mutual promises herein contained and
the mutual benefits to be derived therefrom, Licensor and Licensee agree as
follows:
ARTICLE 1
DEFINITIONS
The following words and phrases shall have the meanings set forth below
unless the context requires a different meaning:
--2--
<PAGE> 3
TRW/RF Micro Devices
License Agreement
November 15, 1999
1.1 AGREEMENT: This Agreement.
1.2 COMMERCIAL: Involving the transfer or sale of products where the
transaction does not require qualification of the product to relevant
specifications in, for example, mil-m-38510, mil-std-883, mil-i-38534,
mil-i-38535 or similar specifications and subsequent versions issued by any
agency of the United States government.
1.3 EFFECTIVE DATE: November 15, 1999.
1.4 EXISTING AGREEMENT: The License and Technical Assistance Agreement
between Licensor and Licensee dated June 6, 1996 related to the Licensor's HBT
and molecular beam epitaxy processes.
1.5 EXISTING TRW GAAS HBT PATENT RIGHTS: Licensor's presently existing
patents and filed patent applications, and any patent and patent applications
filed by Licensor after the Effective Date to protect inventions relating to
GaAs HBTs conceived or first actually reduced to practice prior to the Effective
Date, and any United States and foreign patents which issue from any
continuations, continuations-in-part, divisionals or substitutions thereof, and
all extensions, reexaminations, renewals and reissues therefrom, and all rights
to bring an action against any person to recover damages or profits resulting
from infringement of the foregoing.
1.6 FUTURE TRW GAAS HBT PATENT RIGHTS: Licensor's United States and
foreign patents and patent applications filed by Licensor to protect inventions
relating to GaAs HBTs conceived subsequent to the Effective Date, and any United
States and foreign patents which issue from any continuations,
continuations-in-part, divisionals or substitutions thereof, and all extensions,
reexaminations, renewals and reissues therefrom, and all rights to bring an
action against any person to recover damages or profits resulting from
infringement of the foregoing.
1.7 GAAS HBT: A heterojunction bipolar transistor having a base,
emitter and collector formed on a substrate of gallium arsenide, and the
manufacturing process utilized for forming such transistors on the gallium
arsenide substrate.
--3--
<PAGE> 4
TRW/RF Micro Devices
License Agreement
November 15, 1999
1.8 HBT TECHNICAL INFORMATION: All documentation, know-how, software or
other information of Licensor relating to Licensor's GaAs HBT, whether or not it
is considered proprietary or a trade secret by Licensor including, without
limitation, data and information contained in reports, documents, computer
programs, drawings and graphs, schematics, manuals, files and notes in any
medium or representation, electronic or otherwise.
1.9 LICENSED FIELD: The design, development, manufacture, use, testing,
sale, marketing, service, and repair of Licensed Products, including the sale of
spare parts for or spare complete Licensed Products by Licensee, for Commercial
customers for the generation, transmission, reception, conversion, tuning or
other conditioning of voice, data or other information via coaxial cable,
twisted pair, or other wired or combination wireless and wired transmission
systems but only if the wireless transmission system operates on signals having
a frequency of less than ten (10) gigahertz. The term specifically excludes,
without limitation, the design, development, manufacture, use, testing, sale,
marketing, service and repair of Licensed Products for use in fiber optic
transmission systems.
1.10 LICENSED PRODUCTS: Any GaAs HBT products where the emitter of the
GaAs HBT has a width of between One (1) and Three (3) microns inclusive.
1.11 PATENT RIGHTS: Existing TRW GaAs HBT Patent Rights and Future TRW
GaAs HBT Patent Rights.
1.12 TRANSFER: any mortgage, pledge, transfer, sale, assignment or
other disposition, whether voluntary, by operation of law (including by merger)
or otherwise, of a party's rights hereunder.
ARTICLE 2
LICENSE
2.1 LICENSE: Licensor hereby grants to Licensee, subject to the terms
and conditions of this Agreement, a fully paid up, royalty free worldwide right
and license under Existing TRW GaAs HBT Patent Rights, Future TRW GaAs HBT
Patent Rights and to HBT Technical Information to design, develop, manufacture,
use, test, sell, market, service, and repair Licensed Products in the Licensed
Field.
--4--
<PAGE> 5
TRW/RF Micro Devices
License Agreement
November 15, 1999
2.1.1 The license granted in this Section 2.1 shall be a
non-exclusive license for Licensed Products in the Licensed Field.
2.1.2 The license granted in this Section 2.1 shall be
perpetual, subject to the provisions of Article 8 relating to
termination and Article 11 relating to default of this Agreement.
2.1.3 The license granted in this Section 2.1 is effective as
of the Effective Date.
2.1.4 Licensee shall have the right to assign the licenses to
utilize Existing TRW GaAs HBT Patent Rights, Future TRW HBT Patent
Rights and HBT Technical Information granted in this Section 2.1 to
responsible parties, but only in accordance with the provisions of
Article 13 herein.
2.1.5 Licensee shall not have the right to grant sublicenses
under the licenses to utilize Existing TRW GaAs HBT Patent Rights,
Future TRW HBT Patent Rights and HBT Technical Information granted in
this Section 2.1
2.1.6 The license granted in this Section 2.1 to utilize HBT
Technical Information in the Licensed Field is a continuing license
that extends automatically without any further action on the part of
Licensor or Licensee to (i) any modification, update, change or other
improvement to the HBT Technical Information that is made by Licensor
after the Effective Date; and (ii) any discovery, development or other
invention made by Licensor after the Effective Date that constitutes
new HBT Technical Information.
2.2 FUTURE TECHNOLOGIES: Except for the Future TRW GaAs HBT Patent
Rights, or as specified in Section 2.1.6, rights and licenses to future TRW
technologies applicable to the Licensed Products are not granted to Licensee by
this Agreement. Commencing on the Effective Date and continuing until ten (10)
years from the Effective Date, rights and licenses to the Patent Rights, the HBT
Technical Information, and other TRW future technologies applicable to the
Licensed Products not granted to Licensee by this Agreement or the Existing
Agreement shall be offered to Licensee by Licensor on the following terms and
conditions:
--5--
<PAGE> 6
TRW/RF Micro Devices
License Agreement
November 15, 1999
2.2.1 Licensor shall deliver a notice to Licensee stating its
bona fide intention to grant rights and/or licensees to a third party
for technologies applicable to the Licensed Products, and identify the
specific technology it desires to license (the "Offered Technology")
and the terms and conditions by which it proposes to license the
Offered Technology.
2.2.2 Within forty-five (45) days after the date of such
notice, Licensee shall inform Licensor whether or not it is willing to
license the Offered Technology upon the same terms and conditions which
Licensor proposes to license the Offered Technology to the third party.
If Licensor has not received Licensee's decision by the end of the
forty-five (45) day period, it will be deemed that Licensee has decided
not to license the Offered Technology.
2.2.3 If Licensee does not elect to license the Offered
Technology in accordance with Section 2.2.2, Licensor may license the
Offered Technology to any third party upon terms which in their
entirety are no more favorable to the prospective third party than
those specified to Licensee, provided that the license is consummated
within ninety (90) days of the date of the notice to Licensee. Licensor
may, at its discretion, alter the final terms of the license to the
third party from those notified to Licensee such that, though
individual terms may be more favorable to the third party, the overall
license terms and conditions are in their entirety no more favorable to
the third party than those notified. If the final terms and conditions
are, in their entirety, considered to be more favorable to the third
party than those notified to Licensee, then Licensor must offer those
terms to Licensee in accordance with Section 2.2.2, and Licensee shall
have forty-five (45) days to elect to license the Offered Technology.
2.2.4 All obligations to grant licenses to future TRW
technologies under this Section 2.2 shall terminate ten (10) years from
the Effective Date.
2.2.5 Licensor's obligation to notify Licensee of proposed
licenses under Section 2.2.1 herein, and Licensee's opportunity to
license specified in Section 2.2.2 herein, are not applicable to
--6--
<PAGE> 7
TRW/RF Micro Devices
License Agreement
November 15, 1999
licenses proposed to be granted by Licensor to its affiliated
companies.
2.3 EXCLUSION: Except as otherwise provided in this Agreement, the
license and rights granted hereunder shall not be interpreted as granting or
implying the grant of rights in any other invention or technical information of
either party.
2.4 MARKINGS: To the extent practical, Licensee shall provide on any
Licensed Product or component parts thereof manufactured, used or sold utilizing
any of the rights or licenses granted under this Agreement, or on the packaging
or data sheets related thereto so long as the marking is in accordance with
applicable marking provisions of United States or foreign patent laws, a legible
notice that such Licensed Product or component part is manufactured under a
license granted by Licensor. Licensee shall submit to Licensor prior to marking
any Licensed Product or component part thereof the full copy of such proposed
marking for written approval by Licensor, which approval will not be
unreasonably withheld and will be deemed given unless Licensor responds to the
contrary within ten (10) business days of such submission. No rights are granted
hereunder by either party to the other regarding their respective trade names or
trademarks.
2.5 LICENSOR RESERVATIONS: Licensor reserves unto itself the rights to
utilize Existing TRW GaAs HBT Patent Rights, Future TRW GaAs HBT Patent Rights,
and HBT Technical Information to manufacture, have manufactured, use, test,
sell, service, and repair Licensed Products in the Licensed Field and to grant
sublicenses to other parties to do so, subject to the provisions of Section 2.2.
2.6 MAINTENANCE OF PATENTS: Licensor shall retain the right to manage
and control the prosecution and maintenance of patent applications and patents
included in the Patent Rights on the basis provided in the Existing Agreement.
2.7 ENFORCEMENT OF PATENT RIGHTS:
2.7.1 If either party hereto learns at any time of any
infringement or threatened infringement by any other person of any
enforceable Patent Rights owned by or licensed to the other party
--7--
<PAGE> 8
TRW/RF Micro Devices
License Agreement
November 15, 1999
after the Effective Date, that party shall give notice of that
infringement or threatened infringement to the other party. The parties
shall then consult together as to the best course of action to pursue
in response to such potential infringement, but neither party shall be
obligated to institute legal action at its own expense. A good faith
failure by one party to provide such notice to the other party shall
not be deemed a breach of this Agreement and shall not give rise to a
right of action by other party.
2.7.2 In the event that the parties do not reach an agreement
as contemplated by Section 2.7.1 hereof as to the best course of action
to pursue with respect to a potential infringement (i) Licensor shall
have the right, but not the obligation, to institute legal action,
through counsel of its own choosing and at its sole expense, to
restrain any infringement or threatened infringement, or to recover
damages therefor, of its enforceable Patent Rights, and (ii) Licensee
shall have the right, but not the obligation, to institute legal
action, through counsel of its own choosing and at its sole expense, to
restrain any infringement or threatened infringement, or to recover
damages therefor, of its enforceable Patent Rights in the Licensed
Field. The party that bears the expenses of pursuing legal action
against a third party infringer shall be entitled to any damages, lost
profits or other monies recovered by judgment, decree, settlement,
arbitration or otherwise, resulting from such legal action.
2.7.3 In the event that one party elects to institute legal
action against a third party infringer, the other party shall fully
cooperate in the prosecution of such action including joining as a
party in suit when necessary to acquire standing to institute legal
action pursuant to this Section 2.7; provided, however, that such other
party shall be reimbursed for all reasonable out-of-pocket expenses
incurred in providing such cooperation including its reasonable legal
fees and expenses. The electing party shall reimburse the other party
for all such expenses within thirty (30) days after its receipt of an
invoice from the other party that describes such expenses in reasonable
detail, with supporting documentation as appropriate.
--8--
<PAGE> 9
TRW/RF Micro Devices
License Agreement
November 15, 1999
ARTICLE 3
HBT TECHNICAL INFORMATION
3.1 HBT TECHNICAL INFORMATION: Licensor shall not be obligated to
reduce to a tangible medium of expression any HBT Technical Information.
3.2 DELIVERY OF HBT TECHNICAL INFORMATION: The HBT Technical
Information related to Licensed Products shall be delivered to Licensee in
accordance with the provisions of the Existing Agreement, and no HBT Technical
Information shall be delivered as a result of this Agreement. Licensor shall
deliver to Licensee one legible copy of each issued patent and all patent
applications included in the Patent Rights as soon as practical after the
Effective Date, but only if such patents and patent applications are specific to
Licensed Products in the Licensed Field. Licensor shall also promptly furnish
Licensee a copy of all patent applications filed and patents issued after the
Effective Date that are included in the Patent Rights, but only if such patent
applications and patents are specific to Licensed Products in the Licensed
Field.
3.3 USE AND NONDISCLOSURE: Licensee shall not use or permit the use of
HBT Technical Information for any purpose not authorized by this Agreement or by
the Existing Agreement. Licensee shall hold in confidence, and shall not
disclose or communicate or permit to be disclosed or communicated to any third
person, any HBT Technical Information which is furnished to Licensee hereunder
except in accordance with the Existing Agreement. Licensee shall take or cause
to be taken all necessary precautions to the same extent that it would with its
own technical information, but in no event less than a reasonable standard of
care, to prevent the disclosure or communication of HBT Technical Information to
third persons.
3.4 UPDATES OF HBT TECHNICAL INFORMATION: Except as specified in the
Existing Agreement, Licensor shall be under no obligation to deliver to Licensee
any modifications or additions to HBT Technical Information.
3.5 RESTRICTIONS: The rights granted Licensee herein cover only
Licensed Products for use as licensed hereunder, and Licensee agrees that it
shall not, during the term of this Agreement, manufacture, sell, lease or
otherwise dispose of any Licensed Products or parts thereof embodying
--9--
<PAGE> 10
TRW/RF Micro Devices
License Agreement
November 15, 1999
any of the Patent Rights except insofar as the application thereof is expressly
provided for under this Agreement or under the Existing Agreement.
ARTICLE 4
CONSIDERATION
In consideration of all rights, licenses, and HBT Technical Information
and benefits conferred to Licensee hereunder, Licensee has issued to Licensor
the Warrants set forth in the Cooperation Agreement between Licensor and
Licensee entered into and effective concurrently with this Agreement.
ARTICLE 5
MANUFACTURE OF LICENSED PRODUCTS
Licensee agrees to use commercially reasonable efforts to
place itself in, and to maintain, a position to manufacture, test, sell,
service, repair, and maintain Licensed Products for application in the Licensed
Field in the manner necessary to supply effectively the demand therefor.
ARTICLE 6
IMPROVEMENTS
Licensee agrees that any modifications or improvements in the Licensed
Products, Patent Rights or the HBT Technical Information made by Licensee,
including any inventions, shall be promptly made known to Licensor in the form
of drawings, written descriptions, or other data, and Licensor shall have a
royalty free, non-exclusive right to use such modifications or improvements,
including any inventions. Licensee further agrees to inform Licensor from time
to time in writing of any of Licensee's patents and patent applications relating
to such modifications, improvements or inventions. If, in countries selected by
Licensor, Licensee decides it shall not file applications for, or maintain
patents upon, Licensee's modifications, improvements or inventions, then
Licensor shall have the right to do so at its expense and such applications and
patents shall be and become its property, provided Licensee shall continue to
have
--10--
<PAGE> 11
TRW/RF Micro Devices
License Agreement
November 15, 1999
the right to make use thereof on a non-exclusive basis in the Licensed
Field. Licensee shall use its best efforts to have executed such application
papers and assignments as Licensor may request in connection with such patents.
The provisions of this Article 6 shall survive termination or expiration of this
Agreement insofar as the rights of the parties to use such improvements,
modifications, inventions and patents are concerned.
ARTICLE 7
REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
7.1 REPRESENTATIONS AND WARRANTIES OF LICENSOR: Except as provided for
or otherwise described in this Agreement, Licensor represents and warrants to
Licensee as follows:
7.1.1 As of the Effective Date, Licensor is the owner of all
Patent Rights and HBT Technical Information licensed in this Agreement
in existence as of the Effective Date.
7.1.2 As of the Effective Date, Licensor has all requisite
power and authority to enter into and execute this Agreement, to grant
the licenses provided herein and to perform its obligations hereunder.
7.1.3 This Agreement constitutes a legal, valid and binding
obligation of Licensor, enforceable against Licensor in accordance with
its terms.
7.1.4 Licensor has not entered into any agreement with third
parties that would conflict with the terms and conditions herein.
Neither the execution and delivery of this Agreement nor the
performance by Licensor of any of its obligations hereunder will
conflict with or result in a breach of the terms, conditions or
provisions of, or constitute a default under, the Articles of
Incorporation or By-Laws of Licensor, as amended.
7.1.5 No royalties or fees have been paid by Licensor to other
persons by reason of its ownership of the Patent Rights or HBT
Technical Information.
--11--
<PAGE> 12
TRW/RF Micro Devices
License Agreement
November 15, 1999
7.1.6 As of the Effective Date there is no pending or, to the
actual knowledge of Licensor, threatened claim, litigation or rendered
decision, judgment or holding against Licensor concerning: (i) any
claims of ownership by Licensor to any of the Patent Rights or HBT
Technical Information; (ii) the validity, registrability or
enforceability of any intellectual property rights of Licensor
associated with any of the Patent Rights or HBT Technical Information;
(iii) the license of any Patent Rights or HBT Technical Information to
Licensee; or (iv) that the Commercial manufacture, use or sale of any
Licensed Product violates the intellectual property rights of any other
person.
7.2 LICENSOR'S RIGHTS: Licensor does not make any representation or
warranty as to the validity of the Patent Rights or that the manufacture, use or
sale of Licensed Products shall not infringe the intellectual property rights of
third parties.
7.3 REPRESENTATIONS AND WARRANTIES OF LICENSEE: Except as provided for
or otherwise described in this Agreement, Licensee represents and warrants to
Licensor as follows:
7.3.1 Licensee has all requisite power and authority to enter
into and execute this Agreement and to perform its obligations
hereunder.
7.3.2 This Agreement constitutes a legal, valid and binding
obligation of Licensee, enforceable against Licensee in accordance with
its terms.
7.3.3 Licensee has not entered into any agreements with third
parties that would conflict with the terms and conditions herein.
Neither the execution and delivery of this Agreement nor the
performance by Licensee of its obligations hereunder will conflict with
or result in a breach of the terms, conditions or provisions of, or
constitute a default, under the Articles of Incorporation or By-Laws of
Licensee, as amended.
7.4 LIMITATION OF LIABILITY: Licensor does not assume any
responsibility, nor does Licensor give any warranties to Licensee, of any
--12--
<PAGE> 13
TRW/RF Micro Devices
License Agreement
November 15, 1999
nature whatsoever, with respect to the ability of Licensee to construct
successfully Licensed Products using the HBT Technical Information or Patent
Rights. LICENSOR'S WARRANTY OBLIGATIONS AND LICENSEE'S REMEDIES THEREUNDER ARE
SOLELY AND EXCLUSIVELY AS STATED HEREIN.
7.5 EXCLUSION: THE WARRANTIES PROVIDED IN THIS ARTICLE 7 ARE IN LIEU OF
ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, AT LAW OR IN
EQUITY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY EXCLUDED. LICENSOR'S
WARRANTY OBLIGATIONS AND LICENSEE'S REMEDIES ARE SOLELY AND EXCLUSIVELY AS
STATED IN THIS ARTICLE 7. IN NO CASE SHALL LICENSOR OR LICENSEE BE LIABLE FOR
ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN
CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL
OR EQUITABLE THEORY. LICENSOR DOES NOT MAKE ANY WARRANTY AS TO THE VALIDITY OR
ENFORCEABILITY OF THE PATENT RIGHTS.
ARTICLE 8
TERM AND TERMINATION
This Agreement shall commence on the Effective Date, and shall remain
in effect unless this Agreement is terminated for default in accordance with
Section 11.2.
ARTICLE 9
EXCUSABLE DELAY
9.1 NOTICE: If either Licensor or Licensee is unable to perform any of
their respective obligations as herein provided then the party whose performance
is prevented or delayed shall give the other party notice thereof as soon as
reasonably possible under the circumstances and information regarding the cause
or reason therefor.
9.2 EXCUSABLE DELAY: If either Licensor or Licensee is unable to
perform any of their respective obligations as herein provided due to any
--13--
<PAGE> 14
TRW/RF Micro Devices
License Agreement
November 15, 1999
circumstances beyond its reasonable control, but not due to its negligence
(including but not limited to strikes, war, an act of God, a public enemy,
interference by any civil or military authority, inability to secure
governmental approval, materials or services or similar cause) and gives notice
to the other as provided in Section 9.1, then the time of performance of any
such obligation shall be extended for a period equal to the number of days
during which performance thereof was delayed due to such circumstances, and
during such period such party shall not be deemed in default of this Agreement.
ARTICLE 10
NOTICES AND LEGAL ADDRESSES
Except as otherwise expressly provided, all notices under this
Agreement shall be made by fax, confirmed by letter, to the fax numbers and
addresses below:
Licensee: RF Micro Devices, Inc.
7625 Thorndike Road
Greensboro, North Carolina 27409
Telecopy: 336-664-0311
Attention: Jerry Neal
Licensor: TRW Inc.
Space & Electronics Group
One Space Park
Redondo Beach, California 90278
Telecopy: 310-813-4115
Attention: Vice President and General Manager
Telecommunication Programs Division
ARTICLE 11
DEFAULT
11.1 DEFAULT: The occurrence of one or more of the following shall
constitute a default hereunder:
--14--
<PAGE> 15
TRW/RF Micro Devices
License Agreement
November 15, 1999
11.1.1 In the event a party fails to pay any sum due and
payable hereunder within ten (10) days after same has become due and
payable and such failure continues for fifteen (15) days after written
notice from the payee;
11.1.2 In the event Licensor is unable to fulfill its
obligations under this Agreement as a result of: (a) liens, claims,
charges or encumbrances in existence as of the Effective Date or
arising as a result of Licensor's execution or performance of this
Agreement; (b) Licensor's failure to obtain all consents, approvals or
authorizations of other persons necessary as of the Effective Date in
order to grant the licenses provided for herein; (c) Licensor's failure
to make all filings, notifications and registrations with all
governmental authorities, if any, necessary as of the Effective Date in
order to grant the licenses provided for herein; or (d) any federal,
state or local judgment, writ, decree, order, statute, rule or
regulation applicable as of the Effective Date to Licensor, the Patent
Rights or HBT Technical Information, and such inability continues for a
period of thirty (30) days after written notice from Licensee
specifying such failure, provided that if the failure be such that it
cannot with due diligence be cured within such thirty (30) day period,
then Licensor shall have such longer period, not to exceed thirty (30)
additional days, as shall be reasonably necessary to cure such failure
so long as Licensor is acting in good faith and with due diligence;
11.1.3 In the event a party fails to perform any other
material covenant or obligation required to be performed by such party
hereunder and such failure continues for a period of thirty (30) days
after written notice from the nondefaulting party specifying such
failure, provided that if the failure be such that it cannot be cured
solely by the payment of money and cannot with due diligence be cured
within such thirty (30) day period, then the notified party shall have
such longer period, not to exceed thirty (30) additional days, as shall
be reasonably necessary to cure such failure so long as such party is
acting in good faith and with due diligence;
11.1.4 In the event a party (i) shall commence a voluntary
case or other proceeding seeking dissolution, liquidation or other
relief with respect to itself or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking
the appointment of a receiver, trustee, liquidator, custodian or other
similar official, or (ii) shall consent to any such relief or to the
appointment of, or taking possession by, such official in any voluntary
case or other proceeding commenced against it; or
11.1.5 In the event any involuntary case or other proceeding
shall be commenced against a party seeking dissolution, liquidation or
other relief with respect to it or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking
--15--
<PAGE> 16
TRW/RF Micro Devices
License Agreement
November 15, 1999
the appointment of a receiver, trustee, liquidator, custodian or other
similar official of it or any substantial part of its property, if such
involuntary case or other proceeding shall remain undismissed and
unstayed for a period of sixty (60) days.
11.2 REMEDY: If any party is in default as specified in Section 11.1,
the party not in default may terminate this Agreement by giving the other party
thirty (30) days prior written notice of termination and pursue any other remedy
hereunder or otherwise available to it at law or in equity.
11.3 COMPENSATION: Each party hereby expressly agrees and acknowledges
that termination of this Agreement by either party for default shall not entitle
the other party to any termination compensation or to any payment in respect of
any goodwill established during the term of this Agreement or render the party
liable for damages on account of any loss of prospective profits or on account
of any expenditure, investment or obligation incurred or made by the parties, or
otherwise.
11.4 PERFORMANCE AFTER DEFAULT TERMINATION: If this Agreement is
terminated for default, whether due to the default of Licensor or otherwise,
Licensee shall discontinue the use of the Patent Rights, and HBT Technical
Information and shall return to Licensor all HBT Technical Information furnished
to or otherwise made available to Licensee hereunder.
ARTICLE 12
SURVIVAL OF OBLIGATIONS
Other provisions hereof notwithstanding, the obligations of Licensor
and Licensee under Articles 6 and 7 and Section 3.3 shall survive the
termination and expiration of this Agreement.
--16--
<PAGE> 17
TRW/RF Micro Devices
License Agreement
November 15, 1999
ARTICLE 13
SUBLICENSES, ASSIGNMENTS AND TRANSFERS
13.1 COMPLIANCE WITH ASSIGNMENT RESTRICTIONS: Neither party may
sublicense or Transfer any of its rights or obligations under this Agreement in
whole or in part or delegate any of its obligations or duties hereunder to any
person except upon compliance with this Article 13.
13.2 LICENSEE TRANSFER OF LICENSE: Licensee may Transfer its license
rights under Section 2.1 to any person or organization but only in connection
with the sale or Transfer of substantially all of the assets of Licensee
pertaining to the use of Licensed Products in the Licensed Field. The Transfer
of the license, when permitted, shall be notified to Licensor by delivering to
Licensor a written undertaking executed by the transferee under which such
transferee acknowledges that the rights it is acquiring from Licensee are
limited to the Licensed Field in accordance with this Agreement.
13.3 EFFECT OF NON-COMPLIANCE: Any purported sublicense or Transfer in
contravention of this Agreement shall be null and void and of no force or
effect.
ARTICLE 14
MISCELLANEOUS
14.1 HEADINGS: The headings and titles to the Articles and Sections of
this Agreement are inserted for convenience only and shall not be deemed a part
hereof or affect the construction or interpretation of any provision hereof.
14.2 REMEDIES: Unless otherwise expressly provided herein, the rights
and remedies hereunder are in addition to, and not in limitation of, other
rights and remedies under the Agreement, and exercise of one right or remedy
shall not be deemed a waiver of any other right or remedy.
14.3 MODIFICATION - WAIVER: No cancellation, modification, amendment,
deletion, addition or other change in this Agreement or any provision hereof, or
waiver of any right or remedy herein provided, shall be
--17--
<PAGE> 18
TRW/RF Micro Devices
License Agreement
November 15, 1999
effective for any purpose unless specifically set forth in a writing signed by
the party to be bound thereby and specifically referencing this Agreement. No
waiver of any right or remedy in respect of any occurrence or event on one
occasion shall be deemed a waiver of such right or remedy in respect of such
occurrence or event on any other occasion.
14.4 ENTIRE AGREEMENT: This Agreement supersedes all other agreements,
oral or written, heretofore made with respect to the subject hereof and the
transactions contemplated hereby and, in conjunction with the Existing Agreement
and the Cooperation Agreement to be executed concurrently with this Agreement,
contains the entire agreement of the parties.
14.5 CONTROLLING LAW: All questions concerning the validity and
operation of this Agreement and the performance of the obligations imposed upon
the parties hereunder shall be governed by and construed in accordance with the
laws of the State of California, United States of America applicable to
contracts entered into and wholly to be performed in the State of California.
14.6 SUCCESSORS AND ASSIGNS: The provisions of this Agreement shall be
binding upon and inure to the benefit of Licensor and Licensee and their
respective successors and assigns, but this provision shall not be deemed to
expand or otherwise affect the limitations on assignment and sublicensing set
forth in Article 13 .
14.7 COUNTERPARTS: This Agreement has been executed in several
counterparts, each of which shall be deemed to be an original copy hereof.
14.8 GOVERNMENT REGULATIONS: This Agreement is subject to all the laws
and regulations, and other administrative acts, now or hereinafter in effect, of
the United States Government and its departments and agencies. HBT Technical
Information, any Licensed Product, component, or spare part, are not authorized
to be directly or indirectly sold, leased, released, assigned, transferred,
conveyed, or in any manner disposed of in or to any country where such sale,
lease, assignment, transferal, conveyance or use, is regulated by the United
States Government without first obtaining any necessary approvals of the United
States Government.
--18--
<PAGE> 19
TRW/RF Micro Devices
License Agreement
November 15, 1999
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first set forth above.
TRW Inc.
Space & Electronics Group
By: /s/ Timothy W. Hannemann
-------------------------------
RF Micro Devices, Inc.
By: /s/ Jerry D. Neal
-------------------------------
--19--
<PAGE> 1
Exhibit 3.9
COOPERATION AGREEMENT
This Cooperation Agreement (the "Agreement") is entered into as of this 15th day
of November, 1999, by and between TRW Inc. ("TRW") and RF Micro Devices, Inc.
("RFMD").
WHEREAS, TRW and RFMD have previously entered into a License and Technical
Assistance Agreement, dated as of June 6, 1996 (the "1996 Agreement"; and
WHEREAS, TRW and RFMD entered into a new License Agreement, dated the date
hereof (the "1999 Agreement"), whereby TRW has agreed to expand the scope of the
license granted under the 1996 Agreement to cover additional product
applications; and
WHEREAS, TRW and RFMD wish to reaffirm and extend the cooperative nature that
has characterized their relationship in the past; and
WHEREAS, TRW and RFMD wish to document their intentions concerning future
cooperative actions;
NOW THEREFORE, the parties hereto agree as follows:
1. STRATEGIC RELATIONSHIP. TRW and RFMD reaffirm their historical and ongoing
strategic relationship as evidenced in the 1996 Agreement and the 1999
Agreement. More specifically, the parties agree to continue to exchange
technical information with each other concerning the Licensed Products in the
Licensed Fields (as such terms are defined in the 1996 Agreement and the 1999
Agreement). Further, during the term of this Agreement, the parties shall on a
regular basis consult with each other concerning new technologies which are
developed by either party and which could be reasonably viewed as applicable to
other party's markets.
2. LICENSE EXPANSION. The parties agree that, during the term of this Agreement,
TRW, upon the request of RFMD, shall enter into good faith negotiations with
RFMD concerning the further expansion of the licenses granted in the 1996
Agreement and the 1999 Agreement beyond the respective Licensed Fields for the
respective Licensed Products (as defined in the 1996 Agreement and the 1999
Agreement). Further, TRW, upon the request of RFMD, shall enter into discussions
with RFMD concerning the possible licensing of new or existing TRW technologies
that may be applicable to RFMD's markets. Neither of the parties is obligated to
enter into any new or expanded license, and the terms of any such new or
expanded license shall be subject to the mutual agreement of the parties.
<PAGE> 2
3. SUPPLY AGREEMENT AMENDMENT. Upon the request of TRW, RFMD agrees to enter
into good faith negotiations with TRW concerning the extension of the Supply
Agreement, dated as of June 6, 1996, as amended (the "Supply Agreement"),
between TRW and RFMD. Neither of the parties is obligated to enter into any
amendment of the Supply Agreement, and the terms of any such amendment to the
Supply Agreement shall be subject to the mutual agreement of the parties.
4. STOCK OWNERSHIP COMMITMENT. In conjunction with the announcement referred to
in paragraph 6 hereof, TRW shall publicly state that until May 1, 2001 it
(directly and/or indirectly through its affiliated entities) will continue to
beneficially hold at least 7,941,161 shares of RFMD common stock (such number to
be adjusted for stock divisions, stock combinations, stock recapitalizations and
stock reclassifications and stock dividends). Further, TRW agrees that it shall
beneficially hold 7,941,161 shares of RFMD common stock (directly and/or
indirectly through its affiliated entities) (such number to be adjusted for
stock divisions, stock combinations, stock recapitalizations and stock
reclassifications and stock dividends) until May 1, 2001 and shall not, at any
time prior to May 1, 2001, sell, assign or otherwise transfer, dispose of, grant
any option to purchase, make any short sale of or enter into any hedging,
synthetic sale or similar transaction with the same economic effect as a sale
that would have the effect of causing its RFMD common stock ownership to fall
below such number of shares (as may be adjusted), except in conjunction with a
transaction involving a Change in Control of RFMD (as such term is defined in
paragraph 1(b) of Warrant 99-2 referred to in paragraph 5 hereof).
5. WARRANT ISSUANCE. In consideration of TRW executing the 1999 License and this
Agreement, RFMD shall issue to TRW contemporaneously herewith two warrants to
purchase an aggregate of 750,000 shares of RFMD common stock on the terms
provided in the form of warrants attached hereto as Attachment A.
6. JOINT ANNOUNCEMENT. The parties will coordinate a joint public announcement
concerning the 1999 Agreement and this Agreement as soon as possible following
execution of this Agreement.
7. TERM OF THIS AGREEMENT. This Agreement shall become effective as of the date
written above and shall terminate on December 31, 2003.
8. MISCELLANEOUS.
(a) AMENDMENTS This Agreement may be amended at any time by a written
agreement executed by both parties hereto.
<PAGE> 3
(b) SEVERABILITY If any provision of this Agreement shall finally be
determined to be unlawful, such provision shall be deemed to be severed from
this Agreement and every other provision of this Agreement shall remain in full
force and effect.
(c) NOTICES All notices, requests and other communications hereunder
shall be in writing and shall be deemed to have been duly given, if delivered by
hand, at the time of receipt or, if communicated by facsimile or similar
electronic means, at the time receipt thereof has been confirmed by return
electronic communication or signal that the message has been clearly received,
or if mailed, seven (7) days after mailing, registered or certified airmail
return receipt requested, with postage prepaid:
If to RFMD, to: RF Micro Devices, Inc.
7625 Thorndike Road
Greensboro, NC 27409
Fax No. 336.664.0311
Attention: Jerry Neal
If to TRW, to: TRW INC.
One Space Park
Redondo Beach, CA 90278
Fax No. 310.813.4115
Attention: Wes Bush
provided, however, that if any party shall have designated a different address
by notice to the other given as provided above, then to the last address so
designated.
(d) ASSIGNMENT This Agreement shall be binding upon and inure to the
benefit of the successors of each of the parties hereto. Neither this Agreement,
nor the rights or obligations of either party hereunder, may be assigned by
either party without the prior written consent of the other.
(e) STATUS This Agreement shall not in any respect constitute an
appointment of either party as the agent or legal representative of the other
for any purpose whatsoever.
(f) THIRD PARTIES This Agreement is not intended to, and shall not,
create any rights in or confer any benefits upon anyone other than the parties
hereto.
(g) INCORPORATION BY REFERENCE The attachment to this Agreement
constitutes an integral part of this Agreement and is hereby incorporated into
this Agreement by this reference.
<PAGE> 4
(h) GOVERNING LAW This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts
entered into and wholly to be performed in such jurisdiction.
(i) COUNTERPARTS More than one counterpart of this Agreement may be
executed by the parties hereto, and each fully executed counterpart shall be
deemed an original without production of the others.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, which shall
be effective as of the date first set forth above.
TRW Inc.
By: /s/ Timothy W. Hannemann
----------------------------
RF Micro Devices, Inc.
By: /s/ Jerry D. Neal
----------------------------
<PAGE> 1
Exhibit 3.10
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND
NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS UNLESS RF MICRO
DEVICES, INC. RECEIVES AN OPINION OF COUNSEL, WHICH MAY BE
HOLDER'S IN-HOUSE COUNSEL, REASONABLY ACCEPTABLE TO IT THAT SUCH
REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS WARRANT IS
RESTRICTED. SEE PARAGRAPH 11.
250,000 Shares WARRANT NO. 99-1
RF MICRO DEVICES, INC.
A North Carolina Corporation
(Void after 5:00 p.m.,
Washington D.C. Time, on June 30, 2001)
THIS CERTIFIES THAT, for value received, TRW Inc. (the
"Holder") is entitled at any time after December 31, 2000 and at any time before
5:00 p.m. Washington D.C. time on June 30, 2001 (the "Expiration Time") to
purchase up to 250,000 (two hundred fifty thousand) shares (the "RFMD Shares")
of common stock, no par value (the "Common Shares"), of RF Micro Devices, Inc.
(the "Company") at the price per RFMD Share as determined in paragraph 1 of this
Warrant, subject to adjustment as provided in paragraph 5 of this Warrant (that
price, as it may be adjusted from time to time, being referred to as the
"Warrant Price").
1. The Warrant Price shall be the average of the Closing
Prices of the Common Shares during the ten (10) Trading Days immediately
preceding December 31, 2000 (the "Pricing Period") multiplied by 0.75. The
Closing Price for each day shall be the reported last sales price regular way
or, in case no such reported sale takes place on
<PAGE> 2
such day, the average of the reported closing bid and asked prices regular way,
in either case on the New York Stock Exchange or, if the Common Shares are not
listed or admitted to trading on such Exchange, on the principal national
securities exchange on which the Common Shares are listed or admitted to trading
(based on the aggregate dollar value of all securities listed or admitted to
trading) or, if not listed or admitted to trading on any national securities
exchange, on the NASDAQ National Market System or, if the Common Shares are not
listed or admitted to trading on any national securities exchange or quoted on
the NASDAQ National Market System, the average of the closing bid and asked
prices in the over-the-counter market as furnished by any New York Stock
Exchange member firm selected from time to time by the Company for that purpose.
The Closing Prices during the Pricing Period shall be adjusted to take into
account any stock divisions, stock combinations, stock recapitalizations or
reclassifications, stock dividends and the like in order that the Closing Prices
during the entire Pricing Period shall have the same reference point as the
Closing Price immediately prior to December 31, 2000. The average of the Closing
Prices shall be a simple average and shall not be weighted according to trading
volume or any other manner. "Trading Day" shall mean a day on which the national
securities exchange or the NASDAQ National Market System used to determine the
Closing Price is open for the transaction of business or the reporting of trades
or, if the Closing Price is not so determined, a day on which the New York Stock
Exchange is open for the transaction of business.
2. To exercise this Warrant, this Warrant must be surrendered
prior to the Expiration Time at the office of the Company at 7625 Thorndike
Road, Greensboro, North Carolina 27409 (or such other address as the Company may
specify in writing to
-2-
<PAGE> 3
the Holder of this Warrant at least ten days before this Warrant is exercised)
with the attached Notice of Exercise duly completed and executed, accompanied by
evidence of a wire transfer of immediately available funds to the Company's
money market account #___________ with Silicon Valley Bank, Santa Clara,
California, ABA Routing #_________ (or such other account as the Company may
specify in writing to the Holder of this Warrant at least ten days before this
Warrant is exercised) in full payment of the purchase price of the RFMD Shares
with respect to which this Warrant is exercised. This Warrant may be exercised
in whole or in part as to any whole number of RFMD Shares. If this Warrant is
exercised in part, upon surrender of this Warrant for exercise, the Company will
issue to the Holder a new Warrant to purchase the remaining number of RFMD
Shares which may be purchased upon exercise of this Warrant (before taking
account of adjustments by reason of paragraphs 5, 6 and 7) and the number of
RFMD Shares with respect to which it is exercised (before taking account of
adjustments by reason of paragraphs 5, 6 and 7). The new Warrant will bear the
same date as this Warrant and will be identical to this Warrant in all respects,
except as to the number of RFMD Shares as to which it may be exercised.
3. The RFMD Shares as to which this Warrant is exercised will
be deemed to be issued when this Warrant is exercised. Holder agrees that prior
to the exercise of this Warrant, it will comply with the provisions of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")
as in effect from time to time. If action is taken by the Federal Trade
Commission or the United States Department of Justice to enjoin Holder's
exercise of this Warrant, the Company agrees reasonably to cooperate with Holder
to contest such enjoinment at the expense of this Holder. A certificate
representing the RFMD Shares will be issued to the Holder of this
-3-
<PAGE> 4
Warrant promptly after it is exercised. The certificate may bear a legend to the
effect that the RFMD Shares it represents have not been registered under the
Securities Act of 1933, as amended (the "Act"), or any applicable state
securities laws, and may only be transferred in a transaction registered under
the Act or such laws or exempt from the registration requirements of the Act or
such laws. In addition, any other legend required by any other agreement between
the Company and Holder may be included on the certificate or certificates for
such RFMD Shares.
4. This Warrant will expire, and the right to purchase the
RFMD Shares by exercise of this Warrant will terminate, at the Expiration Time;
provided, however, that if Holder has complied with the filing provisions of the
HSR Act at least thirty days prior to the Expiration Time, but the waiting
period imposed by the HSR Act has not terminated or lapsed, then the Expiration
Time will be extended until ten days after such termination or lapse. After that
time this Warrant will be void.
5. The Warrant Price will be subject to adjustment from time
to time as follows:
(a) If, at any time after December 31, 2000, the Company
(i) pays a dividend on its Common Stock in Common Stock, (ii) splits or
subdivides its outstanding shares of Common Stock, or (iii) combines its
outstanding shares of Common Stock into a smaller number of shares, the
Warrant Price in effect immediately prior to each of those events will be
adjusted proportionately so that the adjusted Warrant Price will bear the
same relation to the Warrant Price in effect immediately prior to the event
as the total number of shares of Common Stock outstanding immediately prior
to the event will bear to the total number of shares of Common Stock
outstanding immediately after the event.
-4-
<PAGE> 5
(b) An adjustment made pursuant to subparagraph (a) of
this paragraph will become effective immediately after the corresponding
record date in the case of a dividend and immediately after the effective
date in the case of a subdivision or combination.
No adjustment of the Warrant Price will be made if the amount
of such adjustment would be less than 2% of the Warrant Price, but any such
adjustment that would otherwise be required to be made and has not previously
been made will be carried forward and be made at the time of and together with
the next subsequent adjustment which, together with all adjustments so carried
forward, amount in the aggregate to 2% or more of the Warrant Price. As used in
this Warrant, "Common Stock" includes any class of the Company's capital stock,
now or hereafter authorized, having the right to participate in the distribution
of either earnings or assets of the Company without limitation as to amount or
percentage. At no time will the Warrant Price be less than $.01 per share.
6. (a) In case the Company shall at any time or from time to
time (i) subdivide its outstanding shares of Common Stock into a greater number
of shares or (ii) combine its outstanding shares of Common Stock into a smaller
number of shares, then the number of RFMD Shares, in effect immediately prior to
such event, shall be porportionately increased in the case of a subdivision and
proportionately decreased in the case of combination. Any adjustment under this
subparagraph 6(a) shall become effective at the close of business on the date
the subdivision or combination becomes effective.
(b) In case the Company shall at any time or from time to
time makes, or fixes a record date for the determination of holders of the
Common Stock
-5-
<PAGE> 6
entitled to receive, a dividend or other distribution payable in additional
shares of Common Stock, then and in such event the number of RFMD Shares then in
effect shall be increased as of the time of such issuance or, in the event such
record date is fixed, as of the close of business on such record date, by
multiplying the number of RFMD Shares then in effect by a fraction (x) the
denominator of which is the total number of shares of the Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date, and (y) the numerator of which shall be the total
number of shares of the Common Stock issued and outstanding immediately prior to
the time of such issuance or the close of business on such record date plus the
number of shares of the Common Stock issuable in payment of such dividend or
distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the number of RFMD Shares shall be recomputed accordingly based
on the number of additional shares of Common Stock actually issued as of the
close of business on the date originally fixed for the payment of such dividend
or the making of such distribution and thereafter the number of RFMD Shares
shall be adjusted pursuant to this subparagraph 6(b) at the time of actual
payment of any additional dividends or distributions of Common Stock.
(c) In case the Company shall issue rights or warrants to
all or substantially all holders of its Common Stock entitling them to subscribe
for or purchase shares of Common Stock at a price per share less than the Fair
Market Value (as hereinafter defined) per share of the Common Stock on the date
fixed for the determination of shareholders entitled to receive such rights or
warrants, the number of RFMD Shares, in effect at the opening of business on the
day following the date fixed for such determination, shall be increased by
multiplying such number of RFMD Shares by a fraction of which the denominator
shall be the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the
-6-
<PAGE> 7
number of shares of Common Stock which the aggregate of the offering price of
the total number of shares of Common Stock so offered for subscription or
purchase would purchase at such Fair Market Value, and the numerator shall be
the number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination plus the number of shares of Common Stock so
offered for subscription or purchase, such adjustment to become effective
immediately after the opening of business on the day following the date fixed
for such determination; provided, however, in the event that all the shares of
Common Stock offered for subscription or purchase are not delivered upon the
exercise of such rights or warrants, the number of RFMD Shares shall be
readjusted to the number of RFMD Shares that would have been in effect had the
numerator and the denominator of the foregoing fraction and the resulting
adjustment been made based upon the number of shares of Common Stock actually
delivered upon the number of shares of Common Stock offered for subscription or
purchase. For the purposes of this subparagraph (c), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company. "Fair Market Value" shall mean, as to shares of Common
Stock the simple average of the daily Closing Prices for the ten (10)
consecutive Trading Days immediately preceding the day in question.
7. (a) In case of a distribution to all holders of the
Company's Common Stock of shares of its capital stock (other than Common Stock)
or evidences of its indebtedness or property, or a capital reorganization of the
Company, a reclassification of the Common Stock, a consolidation of the Company
with or merger of the Company into another corporation or entity (but only if
such consolidation or merger is consummated after December 31, 2000) (other than
a consolidation or merger in which the Company is the continuing entity) or a
sale of the properties and assets of the Company (but only if such sale is
consummated after December 31, 2000) as, or
-7-
<PAGE> 8
substantially as, an entirety and distribution of the proceeds of sale, after
such distribution, capital reorganization, reclassification, consolidation,
merger or sale, on exercise of this Warrant the Holder will receive the number
of shares of stock or other securities or property which the Holder would have
received if this Warrant had been exercised immediately before the first such
corporate event and the Holder had retained what it would have received as a
result of each such corporate event. The split or subdivision or combination of
shares of Common Stock at any time outstanding into a greater or lesser number
of shares of Common Stock will not be deemed to be a reclassification of the
Common Stock of the Company for the purposes of this paragraph. The Company will
not effect any consolidation or merger unless prior to or simultaneously with
its consummation the successor entity (if other than the Company) resulting from
the consolidation agrees in writing to deliver to the Holder of this Warrant on
exercise of this Warrant the shares of stock or other securities or property to
which the Holder becomes entitled because of that exercise.
(b) In the event that at any time prior to December 31,
2000, the Company (i) consolidates or merges with another corporation or entity
(other than a consolidation or merger of the Company in which the Company is the
continuing entity) or (ii) sells its properties and assets as, or substantially
as, an entirety and distributes the proceeds, this Warrant shall terminate
immediately upon the consummation of such consolidation, merger or sale and the
Holder shall be promptly paid by the Company (or the Company's
successor-in-interest, as the case may be) a dollar amount equal to the number
of RFMD Shares purchasable hereunder multiplied by the positive difference (if
any) between the Closing Price of the Common Shares as of the last Trading Day
immediately prior to the effective date of such consolidation, merger or sale
and $71.50 (as adjusted for any stock divisions, stock combinations, stock
recapitalizations, stock reclassifications, stock dividends or similar
transactions occurring after the date of this Warrant).
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<PAGE> 9
8. Whenever the Warrant Price and/or the number of RFMD Shares
is adjusted as provided in this Warrant, the Company will compute the adjusted
Warrant Price and/or the number of RFMD Shares or other assets the Holder would
receive on exercise of this Warrant in full and will provide a notice to the
Holder within thirty (30) days of the date of such adjustment stating that the
Warrant Price and/or the number of RFMD Shares has been adjusted and setting
forth the adjusted Warrant Price and/or the number of RFMD Shares and what the
Holder would receive upon exercise of this Warrant in full. The Company will
also provide a notice to the Holder describing any event that would trigger an
adjustment in the Warrant Price and/or the number of RFMD Shares in the absence
of the last paragraph of paragraph 5. Such notice will be given within thirty
(30) days of the effective date of such event.
9. The Company will at all times keep a sufficient number of
authorized but unissued RFMD Shares to permit exercise in full of this Warrant.
The Company represents and warrants that all RFMD Shares which are delivered on
exercise of this Warrant (and payment of the Warrant Price therefor) will, upon
delivery, be duly issued, fully paid and non-assessable.
10. The Holder will not, by reason of holding this Warrant,
have any right to vote, to receive dividends or other distributions, or any
other rights of a shareholder, with regard to the RFMD Shares.
11. The Holder may not assign, sell or otherwise transfer,
dispose of, make any short sale of, pledge or hypothecate, grant any option for
the purpose of, or enter into any hedging, synthetic sale or similar transaction
with the same economic effect as a sale of, this Warrant or any of the Holder's
rights under it, except (i) to a corporation controlling, controlled by or under
common control with the Holder (which
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<PAGE> 10
shall take this Warrant subject to the transfer restrictions in this paragraph)
or (ii) by merger or consolidation of Holder with or into another corporation or
entity if the Holder is not the surviving corporation (which shall take this
Warrant subject to the transfer restrictions in this paragraph), and any
transfer or attempted transfer or other prohibited assignment of this Warrant
will be null and void and of no force or effect.
12. Any notices or other communications to the holder of this
Warrant will be addressed to TRW Inc., Space & Electronics Group, One Space
Park, Redondo Beach, California 90278, Attention: Vice President, Finance, with
a copy to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention:
Secretary, or to such other address as the Holder may specify in writing to the
Company.
13. This Warrant will be governed by, and construed under, the
laws of the State of North Carolina.
14. This Warrant may not be modified without the written
consent of the Company and the Holder.
Dated: November 15, 1999 RF MICRO DEVICES, INC.
By: /s/ William A. Priddy
-------------------------
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<PAGE> 11
NOTICE OF EXERCISE
By this Notice, TRW Inc. exercises the Warrant to which this
Notice is attached with respect to _______________ shares of the Common Stock of
RF Micro Devices, Inc.
TRW Inc. represents to RF Micro Devices, Inc. that TRW Inc.
will be acquiring the securities which are being purchased by exercise of the
Warrant for investment, and not with a view to their resale or distribution.
[Cross out the preceding paragraph if the resale of the shares
being issued on exercise of this Warrant has been registered under the
Securities Act of 1933, as amended.]
TRW INC.
Dated: ____________________ By: __________________________
-11-
<PAGE> 1
TRW INC. HAS REQUESTED THAT A CERTAIN PORTION OF THIS EXHIBIT BE GIVEN
CONFIDENTIAL TREATMENT. SUCH PORTION HAS BEEN REDACTED IN THIS DOCUMENT AND
FILED SEPARATELY WITH THE COMMISSION. THE REDACTED MATERIAL IS DENOTED HEREIN BY
******.
Exhibit 3.11
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS WARRANT NOR SUCH
SECURITIES MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS UNLESS RF MICRO
DEVICES, INC. RECEIVES AN OPINION OF COUNSEL, WHICH MAY BE HOLDER'S
IN-HOUSE COUNSEL, REASONABLY ACCEPTABLE TO IT THAT SUCH REGISTRATION IS
NOT REQUIRED. TRANSFER OF THIS WARRANT IS RESTRICTED. SEE PARAGRAPH 11.
500,000 Shares WARRANT NO. 99-2
RF MICRO DEVICES, INC.
A North Carolina Corporation
(Void after 5:00 p.m.,
Washington D.C. Time, on December 31, 2001)
THIS CERTIFIES THAT, for value received, TRW Inc. (the
"Holder") is entitled at any time after December 31, 2000 and at any time before
5:00 p.m. Washington D.C. time on December 31, 2001 (the "Expiration Time") to
purchase up to 500,000 (five hundred thousand) shares (the "RFMD Shares") of
common stock, no par value (the "Common Shares"), of RF Micro Devices, Inc. (the
"Company") at the price per RFMD Share as determined in paragraph 1 of this
Warrant, subject to adjustment as provided in paragraph 5 of this Warrant (that
price, as it may be adjusted from time to time, being referred to as the
"Warrant Price").
1. (a) The Warrant Price shall be the average of the Closing
Prices of the Common Shares during the ten (10) Trading Days immediately
preceding December 31, 2000 (the "Pricing Period") multiplied by 0.75. The
Closing Price for each day shall be the reported last sales price regular way
or, in case no such reported sale
<PAGE> 2
takes place on such day, the average of the reported closing bid and asked
prices regular way, in either case on the New York Stock Exchange or, if the
Common Shares are not listed or admitted to trading on such Exchange, on the
principal national securities exchange on which the Common Shares are listed or
admitted to trading (based on the aggregate dollar value of all securities
listed or admitted to trading) or, if not listed or admitted to trading on any
national securities exchange, on the NASDAQ National Market System or, if the
Common Shares are not listed or admitted to trading on any national securities
exchange or quoted on the NASDAQ National Market System, the average of the
closing bid and asked prices in the over-the-counter market as furnished by any
New York Stock Exchange member firm selected from time to time by the Company
for that purpose. The Closing Prices during the Pricing Period shall be adjusted
to take into account any stock divisions, stock combinations, stock
recapitalizations or reclassifications, stock dividends and the like in order
that the Closing Prices during the entire Pricing Period shall have the same
reference point as the Closing Price immediately prior to December 31, 2000. The
average of the Closing Prices shall be a simple average and shall not be
weighted according to trading volume or any other manner. "Trading Day" shall
mean a day on which the national securities exchange or the NASDAQ National
Market System used to determine the Closing Price is open for the transaction of
business or the reporting of trades or, if the Closing Price is not so
determined, a day on which the New York Stock Exchange is open for the
transaction of business.
(b) This Warrant shall not be exercisable, and shall become
null and void, unless the Company has "Annualized Sales" of Licensed Products
(as defined in the License Agreement, dated as of November 15, 1999, between the
Company and the
-2-
<PAGE> 3
Holder) of at least ******. For the purposes of this Warrant, "Annualized
Sales" may be calculated as of any fiscal quarter ending on or prior to the
Expiration Time and shall be equal to the product of four times the gross
revenues from the sale of the Licensed Products during such fiscal quarter,
computed in accordance with generally accepted accounting principles. The
Company shall deliver to the Holder a regular quarterly report that shows its
revenues from sales of Licensed Products during the preceding fiscal quarter and
its Annualized Sales of Licensed Products as of such fiscal quarter end. The
Expiration Time shall be extended until the fifth (5th) business day after the
delivery by the Company of its quarterly report for the quarter ending December
31, 2001 if the Annualized Sales threshold has not been met prior to such
quarter. In the event of a "Change in Control" of the Company at any time prior
to the Expiration Time, the Annualized Sale requirement described in this
subparagraph shall have no effect and the Warrant will become exercisable at the
time provide elsewhere in, and pursuant to the terms of, this Warrant. As used
herein, "Change in Control" means the occurrence of any of the following: (i)
the sale by the Company of all or substantially all of its assets; or (ii) the
participation by the Company as constituent corporation in a merger or
consolidation if the shareholders of the Company immediately prior to the
effective time of such transaction own less than fifty percent (50%) of the
outstanding voting securities of the surviving corporation.
2. To exercise this Warrant, this Warrant must be surrendered
prior to the Expiration Time at the office of the Company at 7625 Thorndike
Road, Greensboro, North Carolina 27409 (or such other address as the Company may
specify in writing to the Holder of this Warrant at least ten days before this
Warrant is exercised) with the attached Notice of Exercise duly completed and
executed, accompanied by evidence of a wire transfer of immediately available
funds to the Company's money market account
-3-
<PAGE> 4
#___________ with Silicon Valley Bank, Santa Clara, California, ABA Routing
#_________ (or such other account as the Company may specify in writing to the
Holder of this Warrant at least ten days before this Warrant is exercised) in
full payment of the purchase price of the RFMD Shares with respect to which this
Warrant is exercised. This Warrant may be exercised in whole or in part as to
any whole number of RFMD Shares. If this Warrant is exercised in part, upon
surrender of this Warrant for exercise, the Company will issue to the Holder a
new Warrant to purchase the remaining number of RFMD Shares which may be
purchased upon exercise of this Warrant (before taking account of adjustments by
reason of paragraphs 5, 6 and 7) and the number of RFMD Shares with respect to
which it is exercised (before taking account of adjustments by reason of
paragraphs 5, 6 and 7). The new Warrant will bear the same date as this Warrant
and will be identical to this Warrant in all respects, except as to the number
of RFMD Shares as to which it may be exercised.
3. The RFMD Shares as to which this Warrant is exercised will
be deemed to be issued when this Warrant is exercised. Holder agrees that prior
to the exercise of this Warrant, it will comply with the provisions of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")
as in effect from time to time. If action is taken by the Federal Trade
Commission or the United States Department of Justice to enjoin Holder's
exercise of this Warrant, the Company agrees reasonably to cooperate with Holder
to contest such enjoinment at the expense of this Holder. A certificate
representing the RFMD Shares will be issued to the Holder of this Warrant
promptly after it is exercised. The certificate may bear a legend to the effect
that the RFMD Shares it represents have not been registered under the Securities
Act of 1933, as amended (the "Act"), or any applicable state securities laws,
and may only be
-4-
<PAGE> 5
transferred in a transaction registered under the Act or such laws or exempt
from the registration requirements of the Act or such laws. In addition, any
other legend required by any other agreement between the Company and Holder may
be included on the certificate or certificates for such RFMD Shares.
4. This Warrant will expire, and the right to purchase the
RFMD Shares by exercise of this Warrant will terminate, at the Expiration Time;
provided, however, that if Holder has complied with the filing provisions of the
HSR Act at least thirty days prior to the Expiration Time, but the waiting
period imposed by the HSR Act has not terminated or lapsed, then the Expiration
Time will be extended until ten days after such termination or lapse. After that
time this Warrant will be void.
5. The Warrant Price will be subject to adjustment from time
to time as follows:
(a) If, at any time after December 31, 2000, the Company
(i) pays a dividend on its Common Stock in Common Stock, (ii) splits or
subdivides its outstanding shares of Common Stock, or (iii) combines its
outstanding shares of Common Stock into a smaller number of shares, the Warrant
Price in effect immediately prior to each of those events will be adjusted
proportionately so that the adjusted Warrant Price will bear the same relation
to the Warrant Price in effect immediately prior to the event as the total
number of shares of Common Stock outstanding immediately prior to the event will
bear to the total number of shares of Common Stock outstanding immediately after
the event.
(b) An adjustment made pursuant to subparagraph (a) of
this paragraph will become effective immediately after the corresponding record
date
-5-
<PAGE> 6
in the case of a dividend and immediately after the effective date in
the case of a subdivision or combination.
No adjustment of the Warrant Price will be made if the amount
of such adjustment would be less than 2% of the Warrant Price, but any such
adjustment that would otherwise be required to be made and has not previously
been made will be carried forward and be made at the time of and together with
the next subsequent adjustment which, together with all adjustments so carried
forward, amount in the aggregate to 2% or more of the Warrant Price. As used in
this Warrant, "Common Stock" includes any class of the Company's capital stock,
now or hereafter authorized, having the right to participate in the distribution
of either earnings or assets of the Company without limitation as to amount or
percentage. At no time will the Warrant Price be less than $.01 per share.
6. (a) In case the Company shall at any time or from time to
time (i) subdivide its outstanding shares of Common Stock into a greater number
of shares or (ii) combine its outstanding shares of Common Stock into a smaller
number of shares, then the number of RFMD Shares, in effect immediately prior to
such event, shall be porportionately increased in the case of a subdivision and
proportionately decreased in the case of combination. Any adjustment under this
subparagraph 6(a) shall become effective at the close of business on the date
the subdivision or combination becomes effective.
(b) In case the Company shall at any time or from time to
time makes, or fixes a record date for the determination of holders of the
Common Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in such event the number of RFMD
Shares then in effect shall
-6-
<PAGE> 7
be increased as of the time of such issuance or, in the event such record date
is fixed, as of the close of business on such record date, by multiplying the
number of RFMD Shares then in effect by a fraction (x) the denominator of which
is the total number of shares of the Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on such
record date, and (y) the numerator of which shall be the total number of shares
of the Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date plus the number of shares
of the Common Stock issuable in payment of such dividend or distribution;
provided, however, that if such record date is fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor,
the number of RFMD Shares shall be recomputed accordingly based on the number of
additional shares of Common Stock actually issued as of the close of business on
the date originally fixed for the payment of such dividend or the making of such
distribution and thereafter the number of RFMD Shares shall be adjusted pursuant
to this subparagraph 6(b) at the time of actual payment of any additional
dividends or distributions of Common Stock.
(c) In case the Company shall issue rights or warrants to
all or substantially all holders of its Common Stock entitling them to subscribe
for or purchase shares of Common Stock at a price per share less than the Fair
Market Value (as hereinafter defined) per share of the Common Stock on the date
fixed for the determination of shareholders entitled to receive such rights or
warrants, the number of RFMD Shares, in effect at the opening of business on the
day following the date fixed for such determination, shall be increased by
multiplying such number of RFMD Shares by a fraction of which the denominator
shall be the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the number of shares of
Common Stock which the aggregate of the offering price of the total number of
shares of Common Stock so offered for subscription or purchase would
-7-
<PAGE> 8
purchase at such Fair Market Value, and the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock so offered for
subscription or purchase, such adjustment to become effective immediately after
the opening of business on the day following the date fixed for such
determination; provided, however, in the event that all the shares of Common
Stock offered for subscription or purchase are not delivered upon the exercise
of such rights or warrants, the number of RFMD Shares shall be readjusted to the
number of RFMD Shares that would have been in effect had the numerator and the
denominator of the foregoing fraction and the resulting adjustment been made
based upon the number of shares of Common Stock actually delivered upon the
number of shares of Common Stock offered for subscription or purchase. For the
purposes of this subparagraph (c), the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the Company.
"Fair Market Value" shall mean, as to shares of Common Stock the simple average
of the daily Closing Prices for the ten (10) consecutive Trading Days
immediately preceding the day in question.
7. (a) In case of a distribution to all holders of the
Company's Common Stock of shares of its capital stock (other than Common Stock)
or evidences of its indebtedness or property, or a capital reorganization of the
Company, a reclassification of the Common Stock, a consolidation of the Company
with or merger of the Company into another corporation or entity (but only if
such consolidation or merger is consummated after December 31, 2000) (other than
a consolidation or merger in which the Company is the continuing entity) or a
sale of the properties and assets of the Company (but only if such sale is
consummated after December 31, 2000) as, or substantially as, an entirety and
distribution of the proceeds of sale, after such distribution, capital
reorganization, reclassification, consolidation, merger or sale, on
-8-
<PAGE> 9
exercise of this Warrant the Holder will receive the number of shares of stock
or other securities or property which the Holder would have received if this
Warrant had been exercised immediately before the first such corporate event and
the Holder had retained what it would have received as a result of each such
corporate event. The split or subdivision or combination of shares of Common
Stock at any time outstanding into a greater or lesser number of shares of
Common Stock will not be deemed to be a reclassification of the Common Stock of
the Company for the purposes of this paragraph. The Company will not effect any
consolidation or merger unless prior to or simultaneously with its consummation
the successor entity (if other than the Company) resulting from the
consolidation agrees in writing to deliver to the Holder of this Warrant on
exercise of this Warrant the shares of stock or other securities or property to
which the Holder becomes entitled because of that exercise.
(b) In the event that at any time prior to December 31,
2000, the Company (i) consolidates or merges with another corporation or entity
(other than a consolidation or merger of the Company in which the Company is the
continuing entity) or (ii) sells its properties and assets as, or substantially
as, an entirety and distributes the proceeds, this Warrant shall terminate
immediately upon the consummation of such consolidation, merger or sale and the
Holder shall be promptly paid by the Company (or the Company's
successor-in-interest, as the case may be) a dollar amount equal to the number
of RFMD Shares purchasable hereunder multiplied by the positive difference (if
any) between the Closing Price of the Common Shares as of the last Trading Day
immediately prior to the effective date of such consolidation, merger or sale
and $71.50 (as adjusted for any stock divisions, stock combinations, stock
recapitalizations, stock reclassifications, stock dividends or similar
transactions occurring after the date of this Warrant).
8. Whenever the Warrant Price and/or the number of RFMD Shares
is adjusted as provided in this Warrant, the Company will compute the adjusted
Warrant
-9-
<PAGE> 10
Price and/or the number of RFMD Shares or other assets the Holder would receive
on exercise of this Warrant in full and will provide a notice to the Holder
within thirty (30) days of the date of such adjustment stating that the Warrant
Price and/or the number of RFMD Shares has been adjusted and setting forth the
adjusted Warrant Price and/or the number of RFMD Shares and what the Holder
would receive upon exercise of this Warrant in full. The Company will also
provide a notice to the Holder describing any event that would trigger an
adjustment in the Warrant Price and/or the number of RFMD Shares in the absence
of the last paragraph of paragraph 5. Such notice will be given within thirty
(30) days of the effective date of such event.
9. The Company will at all times keep a sufficient number of
authorized but unissued RFMD Shares to permit exercise in full of this Warrant.
The Company represents and warrants that all RFMD Shares which are delivered on
exercise of this Warrant (and payment of the Warrant Price therefor) will, upon
delivery, be duly issued, fully paid and non-assessable.
10. The Holder will not, by reason of holding this Warrant,
have any right to vote, to receive dividends or other distributions, or any
other rights of a shareholder, with regard to the RFMD Shares.
11. The Holder may not assign, sell or otherwise transfer,
dispose of, make any short sale of, pledge or hypothecate, grant any option for
the purpose of, or enter into any hedging, synthetic sale or similar transaction
with the same economic effect as a sale of, this Warrant or any of the Holder's
rights under it, except (i) to a corporation controlling, controlled by or under
common control with the Holder (which shall take this Warrant subject to the
transfer restrictions in this paragraph) or (ii) by merger or consolidation of
Holder with or into another corporation or entity if the Holder
-10-
<PAGE> 11
is not the surviving corporation (which shall take this Warrant subject to the
transfer restrictions in this paragraph), and any transfer or attempted transfer
or other prohibited assignment of this Warrant will be null and void and of no
force or effect.
12. Any notices or other communications to the holder of this
Warrant will be addressed to TRW Inc., Space & Electronics Group, One Space
Park, Redondo Beach, California 90278, Attention: Vice President, Finance, with
a copy to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, Attention:
Secretary, or to such other address as the Holder may specify in writing to the
Company.
13. This Warrant will be governed by, and construed under, the
laws of the State of North Carolina.
14. This Warrant may not be modified without the written
consent of the Company and the Holder.
Dated: November 15, 1999 RF MICRO DEVICES, INC.
By: /s/ William A. Priddy
-------------------------
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<PAGE> 12
NOTICE OF EXERCISE
By this Notice, TRW Inc. exercises the Warrant to which this
Notice is attached with respect to _______________ shares of the Common Stock of
RF Micro Devices, Inc.
TRW Inc. represents to RF Micro Devices, Inc. that TRW Inc.
will be acquiring the securities which are being purchased by exercise of the
Warrant for investment, and not with a view to their resale or distribution.
[Cross out the preceding paragraph if the resale of the shares
being issued on exercise of this Warrant has been registered under the
Securities Act of 1933, as amended.]
TRW INC.
Dated: ____________________ By: __________________________
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