<PAGE>
As filed with the Securities and Exchange Commission on February 12, 1996
Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PERSONAL COMPUTER PRODUCTS, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 33-0021693
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
11031 VIA FRONTERA SUITE 100, SAN DIEGO, CALIFORNIA 92127
(Address of principal executive offices) (Zip Code)
SPECIAL COMPENSATION PLAN
(Full title of the plan)
EDWARD W. SAVARESE
C/O PERSONAL COMPUTER PRODUCTS, INC.
11031 VIA FRONTERA SUITE 100, SAN DIEGO, CALIFORNIA 92127
(Name and address of agent for service)
(619) 485-8411
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Maximum Proposed
Securities Amount Offering Maximum Amount of
to be to be Price per Aggregate Registration
Registered Registered share Offering Price Fee
---------- ---------- --------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, $0.005 par value; 3,980,335(1) $0.20 $796,067(2) $274.51
Written Compensation Agreements with
Employees
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Personal Computer Products,
Inc. warrants related to the written Compensation Agreements by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in
an increase in the number of the Registrant's outstanding shares of Common
Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 as follows: 3,980,335 shares at $0.20 per share.
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
------------------
See Exhibit 99.1
Item 2. Registrant Information and Employee Plan Annual Information.
-------------------------------------------------------------
See Exhibit 99.1
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Personal Computer Products, Inc. (the "Registrant") hereby files this
Registration Statement with the Securities and Exchange Commission (the
"Commission") on Form S-8 to register 3,980,335 shares of the Registrant's
Common Stock for issuance pursuant to warrants related to the Registrant's
written Compensation Agreements with its Employees.
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Commission:
(a) The Registrant's Annual Report on Form 10-KSB, for the fiscal year
ended June 30, 1995.
(b) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since the end of the fiscal year covered by the Annual Report on
Form 10-KSB.
(c) The Registrant's Form 8-A filed on July 6, 1984 pursuant to
Section 12 of the Exchange Act, in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding
Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
(a) Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors of the Registrant under certain
conditions and subject to certain
2
<PAGE>
limitations. Section 145 of the Delaware General Corporation Law also provides
that a corporation has the power to purchase and maintain insurance on behalf of
its officers and directors against any liability asserted against such person
and incurred by him or her in such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify him or
her against such liability under the provisions of Section 145 of the Delaware
General Corporation Law.
(b) Article X of the Bylaws of the Registrant provides that the
Registrant shall indemnify its officers, directors and employees. The rights to
indemnity thereunder continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors, and administrators of the person. In addition, expenses incurred by a
director or officer in defending any action, suit or proceeding by reason of the
fact that he or she is or was a director or officer of the Registrant shall be
paid by the Registrant unless such officer, director or employee is adjudged
liable for negligence or misconduct in the performance of his or her duties.
(c) Article Fourth of the Registrant's Certificate of Incorporation
provides that the Registrant shall indemnify all persons whom it may indemnify
pursuant to Section 145 of the Delaware General Corporation Law to the full
extent permitted by such Section 145.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<C> <S>
5. Opinion of Steven L. Siskind
23.1 Consent of Independent Accountants - Boros & Farrington APC
23.2 Consent of Steven L. Siskind is contained in Exhibit 5
99.1 Summary and Prospectus
99.2 Form of Stock Warrant Agreement
99.3 Compensation Agreement
</TABLE>
Item 9. Undertakings
------------
A. The undersigned Registrant hereby undertakes: (1) to file, during
any period in which it offers or sells securities, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events which individually, or together, represent a fundamental change
in the information in the Registration Statement, and (iii) to include any
additional or changed material information on the plan of distribution;
provided, that as to paragraphs (1)(i) and (1)(ii) the information required in a
post-effective amendment may be incorporated by reference from periodic reports
filed by the Registrant under the Securities Exchange Act; (2) that, for the
purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement of
the securities offered, and the offering of such securities at that time shall
be deemed to be
3
<PAGE>
the initial bona fide offering thereof; and (3) to file a post-effective
amendment to remove from registration any of the securities being registered
which remain unsold at the end of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The remainder of this page has been intentionally left blank.
-------------------------------------------------------------
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on this 12th day of
February, 1996.
PERSONAL COMPUTER PRODUCTS, INC.
---------------------------------
Edward W. Savarese
Vice Chairman, President and
Chief Executive Officer
---------------------------------
Ralph R. Barry
Chief Financial Officer,
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
____________________ Vice Chairman, President, February 12, 1996
(Edward W. Savarese) Chief Executive Officer and
Director
(Principal Executive Officer)
____________________ Chief Financial Officer, February 12, 1996
(Ralph R. Barry) Secretary and Treasurer,
(Principal Financial Officer)
____________________ Executive Vice President February 12, 1996
(Brian Bonar) and Director
____________________ Chairman February 12, 1996
(Harry J. Saal)
____________________ Director February 12, 1996
(Irwin Roth)
</TABLE>
5
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit
5. Opinion of Steven L. Siskind
23.1 Consent of Independent Accountants - Boros & Farrington APC
23.2 Consent of Steven L. Siskind is contained in Exhibit 5
99.1 Summary and Prospectus
99.2 Form of Stock Warrant Agreement
99.3 Compensation Agreement
<PAGE>
EXHIBIT 5
February 9, 1996
Personal Computer Products, Inc.
10865 Rancho Bernardo Road
San Diego, CA 92127
Gentlemen:
I have reviewed a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission, for the
Special Compensation Plan of Personal Computer Products, Inc. (the "Company"),
relating to an offering of 3,980,335 shares of common stock of the Company (the
"Shares"), which shares have been issued pursuant to warrants (the "Warrants")
granted under the Company's written Compensation Agreements with its employees
(the "Agreements"), filed as an exhibit to the Registration Statement.
I have examined the Certificate of Incorporation, as amended, and the By-Laws of
the Company and all amendments thereto, the Registration Statement and
originals, or copies certified to my satisfaction, of such records of meetings,
written actions in lieu of meetings, or resolutions adopted at meetings, of the
directors of the Company, and such other documents and instruments as in my
judgment are necessary or appropriate to enable me to render the opinions
expressed below.
In examination of the foregoing documents, I have assumed the genuineness of all
signatures and the authenticity of all documents submitted to me as originals,
the conformity to original documents of all documents submitted to me as
certified or photostatic copies, and the authenticity of the originals of such
latter documents.
Based upon and subject to the foregoing, I am of the opinion that the Shares
have been duly and validly authorized for issuance under the Agreements, and
when issued against payment therefor in accordance with the terms of the
Agreements and the Warrants, will be duly authorized, validly issued, fully paid
and nonassessable shares of the Company's common stock, $0.005 value per share.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
STEVEN L. SISKIND
New York, New York
<PAGE>
EXHIBIT 23.1
Consent of Independent Accounts
-------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 25, 1995 which appears on
Page 14 of Personal Computer Products, Inc.'s Annual Report on Form 10-KSB for
the year ended June 30, 1995.
BOROS & FARRINGTON APC
San Diego, California
February 9, 1996
<PAGE>
EXHIBIT 99.1
PERSONAL COMPUTER PRODUCTS, INC.
____________________________
SPECIAL COMPENSATION PLAN
SUMMARY AND PROSPECTUS
____________________________
The date of this Prospectus is February 12, 1996
<PAGE>
THIS DOCUMENT CONSTITUTES PART OF THE OFFICIAL PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
A. General Information
-------------------
INFORMATION ON THE
SPECIAL COMPENSATION PLAN
Personal Computer Products, Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), is offering newly
issued shares of its common stock ("Common Stock") to eligible employees and
directors of the Corporation ("Recipients") pursuant to warrants (the
"Warrants") related to the Corporation's written Compensation Agreements with
Recipients. The Warrants have been granted at the times and to the individuals
and in the amounts set forth in Section B below. The purpose of the Warrants is
to reward certain employees and directors of the Corporation for extraordinary
efforts and successes in various areas during the Corporation's 1994 and 1995
fiscal years, and to encourage similar efforts in the future.
Only the individuals set forth in Section B below are eligible to receive
Warrants. Warrants were granted by the full Board of Directors in its
discretion. The Warrants are not assignable or transferable except in connection
with the holder's death. The Warrants are not subject to any provisions of the
Employee Retirement Income Security Act of 1974 or Section 401(a) of the
Internal Revenue Code.
Upon exercise of the Warrants, a Recipient will receive shares of Common
Stock. The Common Stock will be made available either from authorized but
unissued shares of Common Stock or from shares of Common Stock reacquired by the
Corporation, including shares repurchased on the open market.
In the event there should be any change in the outstanding Common Stock by
reason of a stock dividend, stock split, recapitalization, combination of shares
or other change affecting the outstanding Common Stock as a class without
receipt of consideration, appropriate adjustments will automatically be made to
the number and/or class of shares and the exercise price per share in effect
under the Warrants in order to preclude the dilution or enlargement of benefits
thereunder.
The Recipient will not have the rights of a stockholder with respect to the
shares covered by the Warrants until he exercises the Warrants, pays the
exercise price and is issued a stock certificate for the purchased shares. The
Warrants cannot be assigned or transferred, except by the provisions of the
Recipient's will or the laws of inheritance following his death. If a Recipient
dies while his Warrants are outstanding, the personal representative of his
estate or the person or persons to whom the Warrants are transferred by the
provisions of his will or the laws of inheritance following his death may
exercise the Warrants.
The Warrants become exercisable for the Warrant shares on the dates set
forth in Section B below. The Warrants may be exercised at any time thereafter
and prior to the end of the Warrant term except as otherwise indicated in
Section B below.
A Recipient may exercise the Warrants by (i) paying the exercise price in
cash or by check (the Board of Directors may in its discretion, allow a
Recipient to finance part of the exercise price of his or her Warrants through a
loan from the Corporation), and (ii) executing and delivering to the Secretary
of the Corporation upon the exercise of the Warrants a written notice of
exercise substantially in the same form as Exhibit "A" to the Corporation's form
of Warrant Certificate, attached hereto as Exhibit 99.1. The exercise price and
expiration dates of the Warrants are set forth in Section B below.
Recipients may obtain additional information about the Special Compensation
Plan and its administration by contacting Ralph R. Barry at Personal Computer
Products, Inc., 10865 Rancho Bernardo Road, San Diego, California 92127, (619)
485-8411. Mr. Barry is Secretary of the Corporation.
<PAGE>
B. Details Regarding the Warrants
------------------------------
<TABLE>
<CAPTION>
Issue Date Number Expiration Date Name Price No. Shares First Exercisable (1)
---------- ------ --------------- ---- ----- --------------------------------
<S> <C> <C> <C> <C> <C>
October 12, 1995 1,675,000 October 14, 2005 Edward W. Savarese $0.20 1,300,000 - October 12, 1995
375,000 - April 12, 1996
October 12, 1995 603,700 October 14, 2005 Harry J. Saal $0.20 428,700 - October 12, 1995
175,000 - April 12, 1996
October 12, 1995 1,048,335 October 14, 2005 Irwin Roth $0.20 798,335 - October 12, 1995
250,000 - April 12, 1996
October 12, 1995 350,000 October 14, 2005 Brian Bonar $0.20 165,000 - October 12, 1995
125,000 - April 12, 1996
20,000 - September 22, 1996
20,000 - September 22, 1997
20,000 - September 22, 1998
October 12, 1995 153,300 October 14, 2005 Ralph R. Barry $0.20 128,300 - October 12, 1995
25,000 - April 12, 1996
July 31, 1995 150,000 July 31, 2005 Gerry B. Berg $0.20 150,000 - July 31, 1995
</TABLE>
(1) A Warrant shall become first exercisable on the date provided only if the
named holder continues to be employed by (or as a director of) either the
Corporation or one of the Corporation's subsidiaries on such date. A Warrant,
otherwise unexercisable, shall terminate entirely and cease to be exercisable
should the named holder cease to be an employee or a director of the Corporation
or one of its subsidiaries in accordance with the provisions of Section 5 of the
Warrant Agreement.
C. Resale Restrictions
-------------------
The Warrants do not impose any restrictions on resale of the securities
acquired upon exercise of the Warrants.
D. Tax Effects of Warrants
-----------------------
The following is a general description of the Federal income tax consequences
of the Warrants. State and local tax treatment, which is not discussed below,
may vary from such Federal income tax treatment. A Recipient should consult with
his own tax advisor as to the tax consequences of the grant and exercise of the
Warrants.
A Recipient will recognize ordinary income in the year in which an Warrant
is exercised equal to the amount by which the fair market value of the purchased
shares on the date of exercise exceeds the exercise price. This income will be
reported by the Corporation on a Form W-2 for the year (or perhaps, in the case
of a non-employee, Form 1099), and a Recipient will be required to satisfy any
tax withholding requirements applicable to this income.
A Recipient will recognize capital gain or loss upon the disposition of
shares purchased under an Warrant. The gain or loss will be long-term if the
shares are held for more than one (1) year prior to the disposition. The holding
period normally starts at the time the Warrant is exercised.
The Corporation will be entitled to an income tax deduction equal to the
amount of ordinary income a Recipient recognizes in connection with the exercise
of the Warrant, provided the applicable withholding requirements are satisfied.
The deduction will, in general, be allowed for the taxable year of the
Corporation in which a Recipient recognizes such ordinary income.
E. Available Documents
-------------------
<PAGE>
Personal Computer Products, Inc., is a Delaware corporation which maintains
its principal executive offices at 10865 Rancho Bernardo Road, San Diego,
California 92127. The telephone number at the executive offices is (619) 485-
8411. A Recipient may contact the Corporation at this address or telephone
number for further information concerning the Warrants and their administration.
A copy of the Corporation's Annual Report to Stockholders for the most
recent fiscal year will be furnished to a Recipient and additional copies will
be furnished, without charge, upon written or oral request to Ralph R. Barry,
Secretary, Personal Computer Products, Inc., 10865 Rancho Bernardo Road, San
Diego, California 92127, or upon telephoning the Corporation at (619) 485-8411.
In addition, a Recipient may obtain, without charge, upon written or oral
request to the Secretary, a copy of any of the documents listed below, which are
hereby incorporated by reference into this Prospectus, other than certain
exhibits to such documents:
1. The Corporation's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1995 filed with the Securities and Exchange Commission (the
"Commission");
2. The Corporation's Registration Statement on Form 8-A filed with the
Commission on July 6, 1984, in which there is described the terms, rights
and provisions applicable to the Corporation's outstanding Common Stock.
The Corporation will also deliver to a Recipient without charge a copy of
all reports, proxy statements and other communications distributed to the
Corporation's stockholders.
<PAGE>
EXHIBIT 99.2
NEITHER THESE WARRANTS NOR THE SHARES ISSUABLE UPON THE EXERCISE OF THESE
WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND THEY MAY NOT
BE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION (OR AN EXEMPTION FROM
REGISTRATION) THEREUNDER. THESE WARRANTS HAVE BEEN ISSUED IN RELIANCE UPON THE
REPRESENTATION OF THE WARRANTHOLDER THAT THESE WARRANTS HAVE BEEN ACQUIRED FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD THE RESALE OR OTHER DISTRIBUTION
OF THESE WARRANTS OR THE UNDERLYING SHARES. THE TRANSFER OF THESE WARRANTS IS
SUBJECT TO RESTRICTIONS CONTAINED HEREIN.
_________ __, 1995
____,___ Warrants
PERSONAL COMPUTER PRODUCTS, INC.
RESTATED AND AMENDED COMMON STOCK PURCHASE WARRANTS
(Void after 5:00 p.m. California time, ______ __ , 2005)
Certificate Evidencing ____,000 Warrants
(One Warrant is required for the purchase of one share of Common Stock,
subject to adjustment as provided below)
This is to certify that, for value received and subject to the conditions
herein set forth, ___________ (the "Warrantholder") is entitled to purchase, at
any time after 9:00 a.m. California time on _________ __, 1995, and in any event
no later than 5:00 p.m. California time on _________ __, 2005 (the "Expiration
Date"), such number of shares of Common Stock, $0.005 par value, of Personal
Computer Products, Inc., a Delaware corporation (the "Company"), as shall equal
the number of Warrants evidenced by this Certificate (such shares purchasable
upon exercise of the Warrants are herein called the "Warrant Stock"), at $0.20
per share; provided that such right of exercise shall be limited by the
following vesting schedule:
(i) ____,000 underlying shares of the Warrants shall first vest and become
exercisable on the date of this Agreement herein provided above; and
(ii) the remaining ____,000 underlying shares of the Warrants shall first vest
and become exercisable on April 12, 1996.
The amount per share specified above, as adjusted from time to time pursuant to
the provisions hereinafter set forth, is herein called the "Purchase Price."
1. (a) If the Company shall, prior to the exercise of these Warrants,
divide its outstanding shares of Common Stock by recapitalization,
reclassification or split-up thereof, or if the Company shall declare a stock
dividend or distribute shares of Common Stock to its stockholders, the number of
shares of Common Stock purchasable upon exercise of these Warrants immediately
prior to such subdivision shall be proportionately increased, and if the Company
shall at any time combine the outstanding shares of Common Stock by
recapitalization, reclassification or combination thereof, the number of shares
of Common Stock purchasable upon exercise of these Warrants immediately prior to
such combination shall be proportionately decreased. Any such adjustment to the
number of shares shall be effective at the close of business on the effective
date of such subdivision or combination or if any adjustment is the result of a
stock dividend or distribution then the effective date for such adjustment based
thereon shall be the record date therefor.
(b) Whenever the number of shares of Common Stock purchasable upon
the exercise of these Warrants is required to be adjusted as provided in this
Section 1, the Purchase Price shall be adjusted (to the nearest cent) by
multiplying such Purchase Price immediately prior to such adjustment by a
fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of these Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.
<PAGE>
(c) In case of any reclassification of the outstanding shares of
Common Stock, other than a change covered by paragraph 1(a) hereof or which
solely affects the par value of such shares of Common Stock, or in the case of
any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification or capital
reorganization of the outstanding shares of Common Stock), or in the case of any
sale or conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is
dissolved, the holder of these Warrants shall have the right thereafter (until
the expiration of the right of exercise of these Warrants) to receive upon the
exercise thereof, for the same aggregate Purchase Price payable hereunder
immediately prior to such event, the kind and amount of shares of stock or other
securities or property receivable upon such reclassification, capital
reorganization, merger or consolidation, or upon the dissolution following any
sale or other transfer, which a holder of the number of shares of Common Stock
of the Company would obtain upon exercise of these Warrants immediately prior to
such event; and if any reclassification also results in a change in shares of
Common Stock covered by paragraph 1(a), then such adjustment shall be made
pursuant to both paragraph 1(a) and this paragraph 1(c). The provisions of this
paragraph 1(c) shall similarly apply to successive reclassifications, or capital
reorganization, mergers or consolidations, sales or other transfers.
(d) When any adjustment is required to be made pursuant to this
Section 1, the Company, upon the subsequent written request of any holder of the
Warrants, shall promptly mail to said holder a certificate setting forth the
Purchase Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment. Such certificate shall also set forth, if
applicable, the kind and amount of stock or other securities or property into
which the Warrants shall be exercisable following the occurrence of any of the
events specified.
(e) The Company shall not be required upon the exercise of any of the
Warrants evidenced hereby to issue any fraction of shares, but shall make any
adjustment therefor in cash on the basis of the fair market value of any such
fractional interest as it shall appear on the public market for such shares, or,
if there is no public market for such shares, then as shall be reasonably
determined by the Company.
(f) The Company may at any time in its sole discretion which shall be
conclusive make any change in the form of Warrant Certificate that the Company
may deem appropriate and that does not affect the substance thereof; and any
Warrant Certificate thereafter issued or signed, whether in exchange or
substitution for an outstanding Warrant Certificate or otherwise, may be in the
form as changed.
2. The Company agrees that (i) a number of shares of Common Stock
sufficient to provide for the exercise of all outstanding Warrants upon the
basis hereinbefore set forth shall at all times during the term of said Warrants
be reserved for the exercise thereof, (ii) it shall from time to time, in
accordance with the laws of the State of Delaware, increase the authorized
number of shares of its Common Stock if at any time the number of shares of
Common Stock remaining unissued and available for issuance shall not be
sufficient to permit exercise of these Warrants, and (iii) during the term of
the Warrants it will keep current in filing all forms and other materials, if
any, required to be filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended (the "Securities Act") and the
Securities Exchange Act of 1934, as amended.
3. Exercise may be made of all or any part of the Warrants evidenced by
this Certificate by surrendering it, with the purchase form provided for herein
duly executed by the registered owner hereof, at the office of the Company,
10865 Rancho Bernardo Road, San Diego, California 92127 or at such other office
or agency as the Company may designate, accompanied by payment in full, of the
Purchase Price payable in respect of the Warrants being exercised as follows:
(i) by payment in cash or by certified or official bank check, or (ii) with
prior approval by the board of directors, and only with such prior approval, by
any combination of payment by means described in (i) above and payment in the
form of a promissory note with a maximum of a two year term, bearing interest at
the prime rate of interest as reported by Bank of America NT&SA in San
Francisco, California, from time to time, plus one percent (1%) and the
collateral and terms for which, as determined at the sole discretion of the
board of directors, shall consist of the Common Stock issued at the time of the
exercise; provided that with respect of the exercise of any of the Warrants
evidenced by this Certificate, payment by the means described in (i) above must
be made for an amount equal to at least the par value of the Common Stock of the
Company multiplied by the number of
<PAGE>
shares of Warrant Stock issued upon exercise. If less than all of the Warrants
evidenced by any Certificate are exercised, the Company will, upon such
exercise, execute and deliver to the registered owner hereof a new certificate
(dated the date hereof) evidencing the Warrants not so exercised.
4. By acceptance of this Warrant Certificate the Warrantholder hereby
represents, warrants and acknowledges to the Company as follows:
(a) The Warrantholder acknowledges that the purchase, if made, of the
Warrant Stock involves a high degree of risk and further acknowledges that he
can bear the economic risk of the acquisition of the Warrant Stock, including
the total loss of his investment.
(b) By reason of his business and financial experience, the
Warrantholder has the capacity to protect his own interests in this transaction
and is acquiring (and will acquire) the Warrant Stock for his own account and
not with a view to distribution.
(c) The Warrantholder understands that the Warrants and the Warrant
Stock are being and will be offered and sold to him in reliance on specific
exemptions from the registration requirements of Federal and State securities
laws and that the Company is relying upon the truth and accuracy of the
representations, warranties, and acknowledgments of the Warrantholder set forth
herein in order to determine the applicability of such exemptions and the
suitability of the Warrantholder to acquire the Warrants and the Warrant Stock.
(d) The Warrantholder understands that no federal or state agency has
passed on or made any recommendation or endorsement of the Warrants and/or the
Warrant Stock.
5. (a) The exercise of the Warrants and the issuance of Warrant Stock
upon such exercise shall be subject to compliance by the Company and the
Warrantholder with all applicable requirements of law relating thereto and with
all applicable regulations of any stock exchange on which shares of the
Company's Common Stock may be listed at the time of such exercise and issuance.
(b) In connection with and as a condition to the exercise of the
Warrants, the Warrantholder shall execute and deliver to the Company such
representations in writing as may be requested by the Company in order for it to
comply with the applicable requirements of federal and state securities laws.
(c) Share certificates issued upon exercise of the Warrants shall
contain appropriate restrictive legends in connection with federal and state
securities laws.
6. All shares of Common Stock or other securities delivered upon the
exercise or conversion of the Warrants evidenced hereby shall be validly issued,
fully paid and nonassessable.
7. This Certificate and the Warrants evidenced hereby shall be
nontransferable by the Warrantholder, except to the Warrantholder's heirs or
legatees. In the event of the Warrantholder's death, the Warrantholder's
administrator or executor shall give notice of said transfer to the Company,
which notice shall contain a request that the Company reissue the certificate or
certificates evidencing the Warrants to reflect said transfer upon surrender of
the certificate evidencing the Warrants being so transferred.
8. The Warrantholder shall not, by virtue of ownership of Warrants, be
entitled to any rights whatsoever of a shareholder of the Company.
9. This Certificate and these Warrants shall be governed by and construed
and interpreted in accordance with the internal laws of the State of California.
All disputes arising hereunder shall be tried in federal or state court located
in San Diego County, California (the parties hereby submitting to the exclusive
personal jurisdiction of and exclusive venue in such courts) and the parties
agree that their remedies at law hereunder are adequate and exclusive.
10. Notice pursuant to these Warrants shall be sufficiently given, if sent
by first-class mail, postage pre-paid, addressed, if to the Warrantholder, to
such holder at his last known address as it shall appear in the records of the
Company, and if to the Company, at 10865 Rancho Bernardo Road, San Diego,
California 92127, attn.: Secretary. The parties may alter the addresses to
which communications are to be
<PAGE>
sent hereunder by giving notice of such change of address to the other party in
conformity with the provisions of this Section for the giving of notice.
11. Subject to the restrictions on transfer contained in Section 7 hereof,
all the terms and provisions of these Warrants shall be binding upon and inure
to the benefit of and be enforceable by the successors and assigns of the
parties hereto.
12. Nothing in this Certificate confers upon the Warrantholder any right
to continue in the employ of the Company or any of the Company's subsidiaries or
interferes with or restricts in any way the rights of the Company, or any of the
Company's subsidiaries, which are hereby expressed reserved, to discharge the
Warrantholder at any time for any reason or no reason, with or without cause
(except as may be expressly otherwise stated in a formal written employment
agreement between the Company, or any of the Company's subsidiaries, and the
Warrantholder). Except to the extent the terms of any formal written employment
agreement between the Company, or any of the Company's subsidiaries, and the
Warrantholder may expressly provide otherwise, neither the Company nor any of
the Company's subsidiaries is under any obligation to continue the employment of
the Warrantholder for any period of specific duration.
13. No amendment, modification, or supplement of this Certificate shall be
binding unless executed in writing and signed by the Company and the
Warrantholder.
Executed as of October 12, 1995 in San Diego, California.
PERSONAL COMPUTER PRODUCTS, INC.
By:___________________________________
Title:________________________________
<PAGE>
PERSONAL COMPUTER PRODUCTS, INC.
SUBSCRIPTION FORM
To be Executed by the Warrantholder In Order to Exercise Warrants
[_] I hereby deliver $ ______ and irrevocably elect to exercise _______ Common
Stock Purchase Warrants represented by this Warrant Certificate, and to
purchase the securities issuable upon the exercise of such Common Stock
Purchase Warrants.
[_] I hereby deliver $ ______ and a promissory note, the terms of which have
been approved by the Board of Directors of the Company, in the principal
amount of $_________ and irrevocably elect to exercise _________ Common
Stock Purchase Warrants represented by this Warrant Certificate, and to
purchase the securities issuable upon the exercise of such Common Stock
Purchase Warrants.
The certificates for the securities to be acquired shall be issued (bearing
the appropriate legends) in the name of:
(Please Insert Name and Social Security or Other Identifying Number)
________________________________________________________________________________
________________________________________________________________________________
and be delivered to
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
and if such number of Common Stock Purchase Warrants shall not be all of the
Common Stock Purchase Warrants held by the Warrantholder, that a new Warrant
Certificate for the balance of such Common Stock Purchase Warrants be registered
in the name of, and delivered to, the Warrantholder at the address stated below.
__________________
Date
____________________________________________
Name (Printed)
____________________________________________
Signature
____________________________________________
Address
____________________________________________
Social Security No.
____________________________________________
Signature Guaranteed
<PAGE>
EXHIBIT 99.3
COMPENSATION AGREEMENT
----------------------
Agreement dated as of the __th day of ______, 1995 by and between
___________ ("Employee") and Personal Computer Products, Inc., a Delaware
corporation ("Company").
WITNESSETH
----------
WHEREAS, Employee provides and has provided services (the "Services") to
the Company.
WHEREAS, as part of the overall compensation to be paid Employee for such
Services, Company has previously granted Employee Warrants to purchase an
aggregate of ___,___ shares of the Company's Common Stock (the "Warrants") upon
the terms and conditions set forth in the Warrant Certificate dated _______ ___,
1995 (the "Warrant Certificate") and attached hereto as Exhibit 99.2.
WHEREAS, Company and Employee now wish to memorialize, in writing, certain
agreements and understandings existing between them at the time the Warrant
Certificate was executed.
NOW, THEREFORE, in consideration of the above premises, the parties hereto
agree as follows:
1. Company and Employee acknowledge and agree that the Warrants were
granted as compensation for the Services and not for any capital-raising
purposes or in connection with any capital-raising activities.
2. The Warrants are not assignable or transferable except in connection
with the Employee's death.
3. This agreement is intended solely to memorialize the agreement and
understanding existing between Employee and Company at the time the Warrants
were granted and the Warrant Certificate was executed. Nothing herein or in the
Warrant Certificate is intended to provide Employee with the right to remain in
the Company's service for any specific period.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date first above written.
PERSONAL COMPUTER PRODUCTS, INC.
__________________________________ By:_______________________________________
__________________________________ Its:______________________________________
Employees Printed Name
