<PAGE>
As filed with the Securities and Exchange Commission on May 9, 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
of incorporation or organization) Identification No.)
11031 VIA FRONTERA SUITE 100, SAN DIEGO, CALIFORNIA 92127
(Address of principal executive offices) (Zip Code)
-----------------
CONSULTANTS 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; 2,900,000(1) $0.43863 $1,272,027(2) $438.63
Written Compensation
Agreements with Consultants
</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 Consulting 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: 2,900,000 shares at $0.43863 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 2,900,000 shares of the Registrant's
Common Stock for issuance pursuant to warrants related to the Registrant's
written Consulting Agreements with its Consultants.
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 limitations. Section 145 of the Delaware
General Corporation Law also provides that a
2
<PAGE>
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 such 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
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 Certificate
99.3 Consulting Agreement
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 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.
3
<PAGE>
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 9th day of May 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.
SIGNATURE TITLE DATE
--------- ----- ----
______________________ Vice Chairman, President, May 9, 1996
(Edward W. Savarese) Chief Executive Officer and
Director (Principal Executive
Officer)
______________________ Chief Financial Officer, May 9, 1996
(Ralph R. Barry) Secretary and Treasurer,
(Principal Financial Officer)
______________________ Executive Vice President May 9, 1996
(Brian Bonar) and Director
______________________ Chairman and Director May 9, 1996
(Harry J. Saal)
______________________ Director May 9, 1996
(Irwin Roth)
5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
PERSONAL COMPUTER PRODUCTS, INC.
6
<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 Certificate
99.3 Consulting Agreement
7
<PAGE>
EXHIBIT 5
May 9, 1996
Personal Computer Products, Inc.
11031 Via Frontera
San Diego, CA 92127
Gentlemen:
I have reviewed the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission, for the
Consultants Plan of Personal Computer Products, Inc. (the "Company"),
relating to an offering of 2,900,000 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 Consulting Agreements with
its Consultants (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
May 9, 1996
<PAGE>
EXHIBIT 99.1
PERSONAL COMPUTER PRODUCTS, INC.
____________________________
CONSULTANTS PLAN
SUMMARY AND PROSPECTUS
____________________________
The date of this Prospectus is May 9, 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
CONSULTANTS 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
consultants of the Corporation ("Recipients") pursuant to warrants (the
"Warrants") related to the Corporation's written Consulting 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 provide an additional incentive to certain consultants of
the Corporation with regard to:
1). the restructuring and design of the Company's operations and long
term strategic plan, including, but not limited to the development of
sponsorship for the Company's securities through meetings with brokers,
market makers, securities analysts and fund managers in key centers of the
United States and Europe; or
2). the performance of public relations duties in promoting the
Company, its management and its products included but not limited to the
development of collateral materials writing press releases and increasing
the Company's exposure in various financial and industry publications; or
3). assisting the Company in moving its current and future products
into different marketplaces throughout the world; or
4). the providing of services required to maintain and negotiate, as
necessary, the Company's contracts with its OEM customers.
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) payment in cash or by
certified or official bank check, or with prior approval by the board of
directors in some other form as appropriate, as determined at the sole
discretion of the board of directors, 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"
<PAGE>
to the Corporation's form of Warrant Certificate, attached hereto as Exhibit
99.2. The exercise price and expiration dates of the Warrants are set forth
in Section B below.
Recipients may obtain additional information about the Consultants Plan
and its administration by contacting Ralph R. Barry at Personal Computer
Products, Inc., 11031 Via Frontera, Suite 100, San Diego, California 92127,
(619) 485-8411. Mr. Barry is Secretary of the Corporation.
B. DETAILS REGARDING THE WARRANTS
<TABLE>
<CAPTION>
ISSUE DATE NUMBER EXPIRATION DATE NAME PRICE NO. SHARES FIRST EXERCISABLE
---------- ------- --------------- ---- ----- ----------------------------
<S> <C> <C> <C> <C> <C>
April 1, 1996 250,000 September 30, 1996 Peter Benz $0.30 250,000 - April 1, 1996
April 1, 1996 250,000 March 31, 1997 Peter Benz $0.50 250,000 - April 1, 1996
April 1, 1996 750,000 March 31, 1999 Peter Benz $0.50 250,000 - April 1, 1996
250,000 - December 1, 1996
250,000 - March 31, 1997
April 1, 1996 250,000 September 30, 1996 Steve Westlund $0.30 250,000 - April 1, 1996
April 1, 1996 250,000 March 31, 1997 Steve Westlund $0.50 250,000 - April 1, 1996
April 1, 1996 750,000 March 31, 1999 Steve Westlund $0.50 250,000 - April 1, 1996
250,000 - December 1, 1996
250,000 - March 31, 1997
January 1, 1996 100,000 January 1, 2001 Mark Osman $1.00 100,000 - January 1, 1996
April 1, 1996 100,000 July 1, 1997 Gerry B. Berg $0.62 100,000 - April 1, 1996
April 1, 1996 200,000 July 1, 1997 FNR Inc. $0.30 200,000 - April 1, 1996
</TABLE>
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.
<PAGE>
E. AVAILABLE DOCUMENTS
Personal Computer Products, Inc., is a Delaware corporation which
maintains its principal executive offices at 11031 Via Frontera, Suite 100,
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., 11031 Via Frontera, Suite
100, 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.
__________ __, 1996
________ Warrants
PERSONAL COMPUTER PRODUCTS, INC.
COMMON STOCK PURCHASE WARRANTS
(Void after 5:00 p.m. California time, _______ ___, 199_)
Certificate Evidencing _______ 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 _____ __, 199_
the number of shares that have vested as of the exercise date as set forth in
the Warrant Vesting Schedule annexed as Exhibit A, and in any event no later
than 5:00 p.m. California time on _____ __, 199_(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
$__.__ per share.
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, 11031 Via Frontera, Suite 100, 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 in
some other form as appropriate, as determined at the sole discretion of
<PAGE>
the board of directors. 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
<PAGE>
shall appear in the records of the Company, and if to the Company, at 11031
Via Frontera, Suite 100, San Diego, California 92127, attn.: Secretary. The
parties may alter the addresses to which communications are to be 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. The Company intends to register the Warrants with the Securities
and Exchange Commission as soon as possible on a Form S-8, subject to
appropriate clearance from the Company's Accountants and Attorneys.
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 the date first above written in San Diego, California.
PERSONAL COMPUTER PRODUCTS, INC.
By:____________________________________
Title:_________________________________
<PAGE>
EXHIBIT A
WARRANT VESTING SCHEDULE
i). _________ shares on _____________
ii). _________ shares on _____________
iii). _________ shares on _____________
<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.
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
CONSULTING AGREEMENT
AGREEMENT entered into as of the __st day of _______ 199_, between
Personal Computer Products, Inc., a Delaware corporation (the "Company"), and
____________ ("Consultant").
WHEREAS, the Company desires that Consultant provide consulting
services to the Company pursuant hereto and Consultant is agreeable to
providing such services.
NOW THEREFORE, in consideration of the premises and the mutual
promises set forth herein, the parties hereto agree as follows:
1. For a period of _____ year(s) from the date hereof (the
"Consulting Period"), Consultant shall serve as a consultant to the Company
on matters pertaining to the ________________________________________________.
Consultant's services shall include consultation with, and advice to,
directors and officers of the Company.
2. During the Consulting Period, the Company shall be entitled to
Consultant's services for reasonable times when and to the extent requested
by, and subject to the direction of, the Chairman and Chief Executive Officer
and the Chief Financial Officer of the Company.
3. Consultant's services shall be rendered from his office, unless
by mutual agreement from time to time arrangements are made for those
services to be rendered elsewhere. Reasonable travel and living expenses,
approved in advance by the Company, necessarily incurred by Consultant to
render services at locations other than his office shall be reimbursed by the
Company promptly upon receipt of proper statements with regard to the nature
and amount of those expenses. Those statements shall be furnished to the
Company monthly at the end of each calendar month of the Consulting Period
during which any of those expenses are incurred.
4. In consideration of Consultant's entering into this Agreement,
the Company has agreed to issue to Consultant warrants (the "Warrants") to
purchase __________ shares of the Company's common stock as follows:
__________shares at an exercise price of $__.__ per share expiring ______
month (s) or year(s) from the date of this Agreement with ________ shares
vesting on _________ ; an additional __________ shares vesting on
____________; and an additional ______ vesting on __________; and
______ shares vesting immediately at an exercise price of $__.__ per share
expiring ______ months from the date of this Agreement; and
______ shares vesting immediately at an exercise price of $__.__ per share
expiring ______ months from the date of this Agreement.
The Company intends to register the Warrants with the Securities and
Exchange Commission as soon as possible on a Form S-8, subject to appropriate
clearance from the Company's Accountants and Attorneys.
The Company further agrees to compensate the Consultant at the rate of
$_______.00 per month for the first three months, $_______.00 per month for
the fourth through sixth months and $_______.00 per month for the final six
months of this agreement.
5. Consultant agrees that he will not, without the Company's
consent, disclose to anyone any trade secrets of the Company or any
confidential or non-public information relating to the Company's business,
operations or prospects.
<PAGE>
6. Consultant acknowledges that it would he extremely difficult, if
not impossible, to measure accurately the damages to the Company from any
breach by Consultant of Section 5 of this Agreement, and that the injury to
the Company from any such breach would be incalculable and irremediable.
Accordingly, Consultant agrees that upon any breach of Section 5 of this
Agreement, the Company's remedy at law would be inadequate, and the Company
shall be entitled as a matter of right to institute legal proceedings in any
court of competent jurisdiction and receive an injunction restraining the
further and continued breach of Section 5 of this Agreement, and recovery of
all damages to the Company incurred, by reason of conducting the activity in
violation of Section 5 of this Agreement.
7. In any legal or equitable action brought with respect to this
Agreement (including, but not limited to, suit for injunctive relief for a
breach of the terms and provisions of Section 5 of this Agreement:), the
prevailing party shall be entitled to recover all of its reasonable
attorneys' fees and costs in connection therewith at all levels.
8. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, their respective legal representatives and to any
successor to the Company, which successor shall be deemed substituted for the
Company under the terms of this Agreement.
9. Any notice, request, instruction, legal process or other
document to be given hereunder shall be in writing and shall be delivered
personally, against receipt, by fax or by registered or certified mail,
return receipt requested as set forth below:
If to Consultant:
_____________________
_____________________
_____________________
If to the Company:
Edward W. Savarese
President and Chief Executive Officer
Personal Computer Products, Inc.
11031 Via Frontera, Suite 100
San Diego, California 92127
Fax No.: (619) 487-5809
10. This instrument contains the entire agreement between the
parties hereto with respect to the provision of consulting services by
Consultant.
11. This Agreement shall he construed and enforced in accordance
with the laws of the State of California.
12. The invalidity or unenforceability of any provision hereof shall
in no way affect the validity or enforceability of any other provision.
13. This Agreement may he executed in two or more counterparts, each
of which shall be deemed an original, but all of which shall he considered
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
"Company"
PERSONAL COMPUTER PRODUCTS, INC.
__________________________ ___________________________________
Edward W. Savarese
Vice Chairman, President and
Chief Executive Officer
