<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Dense-Pac Microsystems, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
248719 106
---------------------
(CUSIP Number)
Jon R. Tandler
Coblentz, Cahen, McCabe & Breyer, LLP
222 Kearny Street, 7th Fl., San Francisco, CA 94108 (415) 391-4800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 1, 1996
- --------------------------------------------------------------------------------
(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 the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 12 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP No. 248719 106 Page 2 of 12 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EBTB II B.V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,856,957* See Item 2
-------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
4,856,957* See Item 2
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,856.957* See Item 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.36%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)*
Dense-Pac Microsystems, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
248719 106
---------------------
(CUSIP Number)
Jon R. Tandler
Coblentz, Cahen, McCabe & Breyer, LLP
222 Kearny Street, 7th Fl., San Francisco, CA 94108 (415) 391-4800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 1, 1996
- --------------------------------------------------------------------------------
(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 the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 3 of 12 Pages
<PAGE> 4
SCHEDULE 13D
CUSIP No. 248719 106 Page 4 of 12 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Euroventures Benelux Team B.V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,856,957* See Item 2
-------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
4,856,957* See Item 2
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,856,957* See Item 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.36%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)*
Dense-Pac Microsystems, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
248719 106
---------------------
(CUSIP Number)
Jon R. Tandler
Coblentz, Cahen, McCabe & Breyer, LLP
222 Kearny Street, 7th Fl., San Francisco, CA 94108 (415) 391-4800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 1, 1996
- --------------------------------------------------------------------------------
(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 the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 5 of 12 Pages
<PAGE> 6
SCHEDULE 13D
CUSIP No. 248719 106 Page 6 of 12 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Euroventures Benelux I B.V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,856,957* See Item 2
-------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
4,856,957* See Item 2
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,856,957* See Item 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.36%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
Dense-Pac Microsystems, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
248719 106
---------------------
(CUSIP Number)
Jon R. Tandler
Coblentz, Cahen, McCabe & Breyer, LLP
222 Kearny Street, 7th Fl., San Francisco, CA 94108 (415) 391-4800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 1, 1996
- --------------------------------------------------------------------------------
(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 the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 7 of 12 Pages
<PAGE> 8
SCHEDULE 13D
CUSIP No. 248719 106 Page 8 of 12 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Euroventures Benelux II B.V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,856,957* See Item 2
-------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
4,856,957* See Item 2
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,856,957* See Item 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.36%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 9
INTRODUCTORY STATEMENT
This Amendment to Statement on Schedule 13D of EBTB II B.V.
("ET-II"), Euroventures Benelux Team B.V. ("Team"), Euroventures
Benelux I B.V. ("EB-I") and Euroventures Benelux II B.V. ("EB-
II") is filed to report the acquisition by EB-II of a stock
warrant to purchase up to three hundred seventy-five thousand
(375,000) shares of Common Stock of Dense-Pac Microsystems, Inc.,
a California corporation (the "Company").
ITEM 1. SECURITY AND ISSUER.
This Statement is filed as to the beneficial ownership of shares of
Common Stock of the Company by ET-II, Team, EB-I and EB-II. The Company's
principal business address is 7321 Lincoln Way, Garden Grove, California 92641.
ITEM 2. IDENTITY AND BACKGROUND.
ET-II, EB-I and EB-II are Netherlands corporations whose address is
Julianaplein 10, 5211 BC's-Hertogenbosch, Netherlands. EB-I and EB-II are
venture capital funds. Team is the investment manager of EB-I and EB-II and has
both voting and investment power over their shares of the Company's Common
Stock. ET-II has indirect beneficial ownership of the shares of Common Stock of
the Company directly owned by EB-I and EB-II in that it owns 50% of Team and has
a presently exercisable call option to acquire the remaining 50% of Team.
Notwithstanding that Team is the investment manager of EB-I and EB-II, the
voting and investment of Company shares held, respectively, by EB-I and EB-II
are managed independently.
During the last five years, neither ET-II, Team, EB-I nor EB-II has
been convicted in a criminal proceeding or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or the
finding of any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
EB-II used its internal funds, and did not borrow funds, to effect the
transactions described herein. See also Item 4.
ITEM 4. PURPOSE OF TRANSACTIONS.
As previously reported, pursuant to a Loan Agreement dated October 12,
1994 the Company borrowed $1,800,000 from EB-II at eight percent (8%) per annum
(the "Loan"). All accrued and
9 of 12
<PAGE> 10
unpaid interest on the Loan is due on December 31, 1999. Initially, the Loan was
secured by all of the Company's assets. As additional consideration for the Loan
and as reported, EB-II received a stock warrant to purchase an aggregate of up
to 900,000 shares of the Company's Common Stock at an exercise price of $2 per
share (the "Prior Warrant"). Under the Prior Warrant, EB-II could pay the
exercise price in cash or by cancelling amounts outstanding under the Loan. In
October 1995 and as reported EB-II exercised the Prior Warrant in full and
acquired 900,000 shares of the Company's Common Stock for a cash payment of
$1,800,000.
In October 1995, in consideration of EB-II's agreement to (i) exercise
the Prior Warrant for cash instead of cancelling amounts due under the Loan,
(ii) reduce the interest rate on the Loan from 8% to 5% per annum over the
remaining term of the Loan, and (iii) subordinate its security interest in the
Company's accounts receivable in order to permit the Company to obtain future
bank financing, the Company agreed to issue to EB-II a new warrant (the "New
Warrant") to purchase 375,000 shares of the Company's Common Stock.
Initially, the exercise price of the New Warrant was to be determined
based on (x) the price at which the Company issued equity in an underwritten
secondary public offering, or (y) the average closing ask price of the Company's
Common Stock for the five trading days preceding, but not including, May 1,
1996, whichever first occurred; provided, that if the Company made a good faith
determination that the secondary offering would occur after May 1, 1996, the
exercise price of the New Warrant would be determined on the basis set forth in
clause (x) but in no event later than August 1, 1996 in the manner set forth in
clause (y). On April 1, 1996, however, the Company and EB-II mutually agreed to
fix the exercise price of the New Warrant at $7 per share.
The New Warrant may be exercised at any time, in full or in part, until
it expires on November 14, 1999. The New Warrant is redeemable by the Company if
the Company's stock price on the open market reaches $9 per share for twenty
consecutive trading days. The New Warrant exercise price is subject to downward
adjustment if the Company sells its Common Stock at a price per share which is
less than the New Warrant exercise price. EB-II has the right to require the
Company to register the shares underlying the New Warrant under the Securities
Act of 1933, as amended.
As reported previously, the Loan was made to provide the Company with
working capital and not to acquire shares of the Company's Common Stock.
10 of 12
<PAGE> 11
It is possible that EB-I and/or EB-II may in the future acquire shares
or attempt to dispose of shares of Company Common Stock from time to time in the
open market, in privately negotiated transactions, or otherwise.
Neither ET-II, Team, EB-I nor EB-II has any present intention to engage
in any of the actions contemplated by Instruction No. 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) ET-II, Team, EB-I and EB-II beneficially own and share voting
and investment power over 4,856,957 shares or 28.36% of the Company's Common
Stock. The percentage ownership in the Company has been calculated using the
number of shares of the Company's Common Stock outstanding as of February 29,
1996, as such number has been furnished by the Company.
(c) EB-II acquired the New Warrant in a private
transaction.
(d) Not Applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
See Item 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Amended and Restated Warrant Agreement, originally
dated as of October 31, 1995 and amended and restated as of
April 1, 1996, between the Company and EB-II.
11 of 12
<PAGE> 12
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.
EBTB II B.V.
DATE: APRIL 1, 1996 /S/ ROGER G. CLAES
-------------------
ROGER G. CLAES, MANAGING DIRECTOR
EUROVENTURES BENELUX TEAM B.V.
DATE: APRIL 1, 1996 /S/ ROGER G. CLAES
-------------------
ROGER G. CLAES, MANAGING DIRECTOR
EUROVENTURES BENELUX I B.V.
DATE: APRIL 1, 1996 /S/ ROGER G. CLAES
-------------------
ROGER G. CLAES, MANAGING DIRECTOR
OF EUROVENTURES BENELUX TEAM B.V.,
MANAGING DIRECTOR OF EUORVENTURES
BENELUX I B.V.
EUROVENTURES BENELUX II B.V.
DATE: APRIL 1, 1996 /S/ ROGER G. CLAES
-------------------
ROGER G. CLAES, MANAGING DIRECTOR
OF EUROVENTURES BENELUX TEAM B.V.,
MANAGING DIRECTOR OF EUORVENTURES
BENELUX II B.V.
(SIGNATURE PAGE TO AMENDMENTS TO
SCHEDULE 13D OF THE ABOVE-ENTITIES)
12 of 12
<PAGE> 13
DENSE-PAC MICROSYSTEMS, INC.
AMENDED AND RESTATED WARRANT AGREEMENT
THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY
NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER
EXCEPT IN COMPLIANCE WITH SECTION 10 OF THIS AGREEMENT.
THIS AMENDED AND RESTATED WARRANT AGREEMENT (the "Agreement"),
originally dated as of October 23, 1995 and amended and restated as of April 1,
1996, is made and entered into by and between Dense-Pac Microsystems, Inc., a
California corporation (the "Company"), and Euroventures Benelux II B.V., a
Netherlands corporation (the "Warrantholder").
For good and valuable consideration, receipt of which is hereby
acknowledged, the Company hereby issues to the Warrantholder warrants (as
hereinafter described, the "Warrants") to purchase up to an aggregate of 375,000
(subject to adjustment pursuant to Section 5 hereof) shares (the "Shares") of
the Company's Common Stock (the "Common Stock").
In consideration of the foregoing and for the purpose of defining the
terms and provisions of the Warrants and the respective rights and obligations
thereunder, the Company and the Warrantholder, for value received, hereby agree
as follows:
Section 1. Representations.
1.1 Investment Representation. The Warrantholder acknowledges that
neither the Warrants nor any of the Shares have been registered under the
Securities Act of 1933, as amended (the "Act") or qualified under the California
Corporate Securities Law, in reliance upon exemptions therefrom. The
Warrantholder represents that it is acquiring the Warrants, and will acquire the
Shares, for its own account and not with a view to the distribution thereof. The
Warrantholder has no contract, undertaking, agreement or arrangement with any
person to sell, transfer or otherwise distribute to such persons or to have such
persons sell, transfer or otherwise distribute for the Warrantholder, the
Warrants or the Shares. The Warrantholder further represents and warrants that
it is an existing shareholder of the Company and has the business experience to
analyze, and net worth sufficient to assume, the risks of this investment.
-1-
<PAGE> 14
1.2 Legend on Shares. Each certificate for Shares issued
upon exercise of the Warrants shall bear the following legend:
"The shares represented by this Certificate have not been
registered under the Securities Act of 1933. The shares may
not be sold, exchanged, hypothecated or transferred in any
manner unless they are registered under said Act and
applicable state law or an exemption from such registration is
available.
Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a Registration Statement under the Act, of
the securities represented thereby) shall also bear the above legend unless, in
the opinion of the Company's counsel, the securities represented thereby need no
longer be subject to such restrictions.
Section 2. Term of Warrants; Exercise of Warrants.
Subject to the terms of this Agreement, the Warrantholder shall have
the right, at any time until 5:00 p.m., Los Angeles time, on November 14, 1999
(the "Termination Date"), to purchase from the Company up to the number of fully
paid and nonassessable Shares to which the Warrantholder may at the time be
entitled to purchase pursuant to this Agreement, upon surrender to the Company,
at its principal office, of this Agreement and payment to the Company of the
Warrant Price (as defined in and determined in accordance with the provisions of
Sections 4 and 5 hereof), for the number of Shares in respect of which such
Warrant is then exercised, but in no event for less than 100 Shares (unless less
than an aggregate of 100 Shares are then purchasable under all outstanding
Warrants held by a Warrantholder). Payment of the aggregate Warrant Price shall
be made in cash, by check or wire transfer, or upon written notice by the
Warrantholder that it agrees to the cancellation of a specified amount of
outstanding principal or interest which the Company then owes the Warrantholder
under that certain Loan Agreement dated October 12, 1994 between the Company and
the Warrantholder, as amended and supplemented by that certain Addendum to Loan
Agreement of even date herewith between the Company and the Warrantholder.
Upon surrender of this Agreement and payment for the Shares, the
Company shall issue and cause to be delivered within five business days to or
upon the written order of the Warrantholder and in such name or names as the
Warrantholder may designate a certificate or certificates for the number of full
Shares issuable upon the exercise of the Warrants, together with cash, as
provided in Section hereof, in respect of any fractional Share otherwise
issuable upon such exercise.
-2-
<PAGE> 15
The Warrants shall be exercisable, at the election of the
Warrantholder, either in full or from time to time in part and, in the event
that the Warrants are partially exercised, a new Warrant Agreement evidencing
the remaining portion of the Warrants shall be executed by both parties hereto.
Section 3. Reservation of Shares.
There has been reserved, and the Company shall at all times keep
reserved so long as the Warrants remain outstanding, out of its authorized and
unissued Common Stock, such number of shares of Common Stock as shall be subject
to purchase under the Warrants.
Section 4. Warrant Price.
The initial price per Share (the "Warrant Price") at which Shares shall
be purchasable upon the exercise of the Warrants shall be $7.00.
If at any time after April 1, 1996, the Company sells any Common Stock,
other than pursuant to employee benefit plans (whether now in effect or adopted
in the future) or warrants or convertible securities with a fixed exercise or
conversion price (subject to standard anti-dilution adjustments) which are
outstanding on April 1, 1996, at a price per share which is less than the
initial Warrant Price (as adjusted to give effect to stock splits or stock
dividends), the Warrant Price shall be reduced to equal such lower price;
provided, however, that no adjustment of the Warrant Price shall be made at any
time that such adjustment would result in the Warrantholder incurring any
liability to the Company pursuant to Section 16(b) of the Securities Exchange
Act of 1934, as amended. The Warrant Price shall also be subject to adjustment
pursuant to Section 5 hereof.
Section 5. Adjustment of Warrant Price and Number of Shares.
In case the Company shall (i) pay a dividend in Common Stock or any
other security or make a distribution in Common Stock, (ii) subdivide its
outstanding Common Stock, (iii) combine its outstanding Common Stock into a
smaller number of shares of Common Stock, or (iv) issue by reclassification of
its Common Stock other securities of the Company, the number and kind of Shares
purchasable upon exercise of the Warrants immediately prior thereto shall be
adjusted so that the Warrantholder shall be entitled to receive the kind and
number of Shares or other securities of the Company which it would have owned or
would have been entitled to receive immediately after the happening of any of
the events described above, had the Warrants been exercised immediately prior to
the happening of such event or any record date with respect thereto. Any
adjustment made pursuant to this Section 5 shall become effective immediately
after the effective date of such event
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<PAGE> 16
retroactive to the record date, if any, for such event.
Whenever the number of Shares purchasable upon the exercise of the
Warrants is adjusted as herein provided, the Warrant Price payable upon exercise
of the Warrants shall be adjusted by multiplying such Warrant Price immediately
prior to such adjustment by a fraction, the numerator of which shall be the
number of Shares purchasable upon the exercise of the Warrants immediately prior
to such adjustment, and the denominator of which shall be the number of Shares
so purchasable immediately thereafter.
Except as provided in this Section 5, no adjustment in respect of any
cash dividends or distributions out of earnings shall be made during the term of
the Warrants or upon the exercise of the Warrants.
Section 6. Merger or Consolidation.
In 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), or in the case of any sale or conveyance of the
property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Warrantholder shall have the
right thereafter (until the Termination Date) to receive upon the exercise
hereof, for the same aggregate Warrant Price hereunder immediately prior to such
event, the kind and amount of shares of stock or other securities or property
receivable upon such merger or consolidation, or upon the dissolution following
such sale or other transfer, by a holder of the number of Shares obtainable upon
exercise of this Warrant immediately prior to such event.
Section 7. Fractional Interests.
The Company shall not be required to issue fractional Shares on the
exercise of the Warrants. If any fraction of a Share would, except for the
provisions of this Section , be issuable on the exercise of the Warrants (or
specified portion thereof), the Company shall pay an amount in cash equal to (i)
the average Sale Price (as defined in Section 8 hereof) during the fifteen (15)
consecutive trading days immediately preceding the date in question, (ii)
multiplied by such fraction.
Section 8. Call Option.
If at any time during the term of the Warrants the Sale Price (as
defined below) of the Company's Common Stock equals or exceeds $9.00 (as
adjusted to give effect to stock splits and stock dividends) for each of the 20
consecutive trading days preceding but not including the date of such call, the
Company shall have the right and option, upon no less than 30 days' written
notice to the
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<PAGE> 17
Warrantholder, to call, and thereafter to redeem and acquire, all of the
Warrants evidenced hereby which remain outstanding and unexercised at the date
fixed for redemption in such notice (the "Redemption Date"), for an amount equal
to One-Tenth of One Cent ($.001) per Warrant; provided, however, that the
Warrantholder shall have the right during the period between the date of such
notice and the Redemption Date to exercise the Warrants in accordance with the
provisions hereof; and provided further that if prior to the Redemption Date the
Warrantholder has requested a registration of the Shares pursuant to Section
10.2 hereof, the Redemption Date shall be extended, if necessary, until the
effective date of such registration. Said notice of redemption shall require the
Warrantholder to surrender this Agreement to the Company, on the Redemption
Date, at the principal executive offices of the Company. Notwithstanding the
fact that any Warrants called for redemption have not been surrendered for
redemption and cancellation on the Redemption Date, after the Redemption Date
such Warrants shall be deemed to be expired and all rights of the Warrantholder
to such unsurrendered Warrants shall cease and terminate, other than the right
to receive the redemption price of $.001 per Warrant for such Warrants, without
interest.
The term "Sale Price" shall mean (i) if the Common Stock is traded in
the over-the-counter market or quoted on a NASDAQ system but not on any national
securities exchange, the highest ask (offer) price on the day in question as
reported by NASDAQ or an equivalent generally accepted reporting service, or
(ii) if the Common Stock is traded on a national securities exchange, the
highest sale price on the day in question as reported thereon.
Section 9. No Rights as Stockholder; Notices to Warrantholder.
Nothing contained in this Agreement shall be construed as conferring
upon the Warrantholder or its transferees any rights by virtue of the Warrants
as a stockholder of the Company, including the right to vote, receive dividends,
consent or receive notices as a stockholder in respect of any meeting of
stockholders for the election of directors of the Company or any other matter,
except the Company shall mail to Warrantholder a copy of its annual report and
any periodic reports provided its shareholders. If, however, at any time prior
to the expiration or redemption of the Warrants and prior to their exercise in
full, any one or more of the events described in Section shall occur, then the
Company shall give notice in writing of such event to the Warrantholder, as
provided in Section 14 hereof, as soon as reasonably practical but in any event
at least 30 days prior to the date fixed as a record date or the date of closing
the transfer books for the determination of the stockholders entitled to vote on
such proposed consolidation, merger, sale, dissolution, liquidation or winding
up. Such notice shall specify such record date or the date of closing the
transfer books, as the case may be. Failure to mail or receive such notice
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<PAGE> 18
or any defect therein shall not affect the validity of any action taken with
respect thereto.
Section 10. Restrictions on Transfer; Registration Rights.
10.1 The Warrantholder agrees that prior to making any disposition of
the Warrants or the Shares, if no registration statement or post-effective
amendment thereto under the Act (collectively a "Registration Statement") with
respect to such disposition is then effective, no such disposition shall be made
unless the Company has received from the Warrantholder an opinion of counsel
reasonably satisfactory to the Company that such disposition may be made without
registration under the Act.
10.2 Upon the written request of the Warrantholder at any time prior to
the Termination Date, the Company agrees to prepare and file, as promptly as
practicable at its own expense, a Registration Statement with the Securities and
Exchange Commission and appropriate Blue Sky authorities sufficient to permit
the public offering of the Shares, and to use its best efforts at its own
expense through its officers, directors, auditors and counsel, in all matters
necessary or advisable, to cause such Registration Statement to become effective
and to keep such Registration Statement effective for a period of three years
(and to keep the Prospectus current for such period) following the effective
date thereof. The Company shall be required to file only one Registration
Statement pursuant to this Section . Notwithstanding any provision to the
contrary, the Company's obligation to file a Registration Statement shall not be
satisfied unless and until the Registration Statement is declared effective by
the Securities and Exchange Commission. The registration rights of the
Warrantholder shall not be extinguished if the Registration Statement is
withdrawn for any reason.
The Company may include other of its securities in such Registration
Statement, unless the underwriter of such offering, if any, reasonably advises
the Company that the inclusion of such other securities will materially and
adversely affect the distribution of, or the market for, the Shares.
10.3 All fees, disbursements and out-of-pocket expenses (other than
Warrantholder's or holders' of Shares brokerage fees and commissions and legal
fees of counsel to the Warrantholders or holders of Shares, if any) in
connection with the filing of a Registration Statement (and Prospectus) pursuant
to Section , including amendments and supplements thereto, and in complying with
applicable securities and Blue Sky laws of up to five states designated by the
Warrantholder shall be borne by the Company. The Company at its expense will
supply any Warrantholder and any holder of Shares with copies of such
Registration Statement and the prospectus included therein and other related
documents in such
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<PAGE> 19
quantities as may be reasonably requested by the Warrantholder or holder of
Shares.
10.4 The Company shall not be required by this Section to file a
Registration Statement or include any Shares in a Registration Statement
pursuant to this Section if, in the written opinion of counsel for the Company
the proposed sale or other transfer of the Shares is exempt from applicable
federal and state securities laws and would result in all purchasers or
transferees of such Shares obtaining securities which are not "restricted
securities," as defined in Rule 144 under the Act.
Section 11. Indemnification.
11.1 In the event of the filing of any Registration Statement with
respect to the Shares pursuant to Section hereof, the Company agrees to
indemnify and hold harmless the Warrantholder or any holder of such Shares and
each person, if any, who controls the Warrantholder or any holder of such Shares
within the meaning of the Act against any losses, claims, damages or
liabilities, joint or several (which shall, for all purposes of this Agreement,
include, but not be limited to, all costs of defense and investigation and all
attorneys' fees and costs), to which the Warrantholder or any holder of such
Shares or such controlling person may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any such Registration
Statement, final prospectus, or amendment or supplement thereto, or arise out of
or are based upon the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement of omission or omission was
made therein in reliance upon, and in conformity with, written information
furnished or omitted to be furnished to the Company by such Warrantholder or
such holder of Shares specifically for use in the preparation thereof. This
indemnity will be in addition to any liability which the Company may otherwise
have.
11.2 The Warrantholders and the holders of the Shares agree that they
will indemnify and hold harmless the Company, each other person referred to in
subparts (1), (2) and (3) of Section 11(a) of the Act in respect of the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Act, against any losses, claims, damages or liabilities
(which shall, for all purposes of this Agreement, include but not be limited to,
all costs of defense and investigation and all attorneys' fees) to which the
Company or any such director, officer or controlling
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<PAGE> 20
person may become subject under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement of any material fact contained in such
Registration Statement, final prospectus or amendment or supplement thereto, or
arise out of or are based upon the omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but in each case only to the extent that such untrue statement or
omission was made in such Registration Statement, final prospectus or amendment
or supplement thereto in reliance upon, and in conformity with, written
information furnished or omitted to be furnished to the Company by the
Warrantholder or such holder of Shares specifically for use in the preparation
thereof. This indemnity agreement will be in addition to any liability which the
Warrantholder or such holder of Shares may otherwise have.
11.3 Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section , notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve the indemnifying
party from any liability which it may have to any indemnified party except as to
any losses, claims, damages or liabilities incurred by the indemnified party
prior to its notice to the indemnifying party. In case any such action is
brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
in, and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, reasonably assume the defense thereof, subject to the
provisions herein stated and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation, unless the indemnifying party shall not pursue the
action to its final conclusion. The indemnified party shall have the right to
employ separate counsel in any such action and to participate in the defense
thereof, but the fees and expenses of such counsel shall not be at the expense
of the indemnifying party if the indemnifying party has assumed the defense of
the action with counsel reasonably satisfactory to the indemnified party;
provided that if the indemnified party is a Warrantholder or a holder of Shares
or a person who controls a Warrantholder or a holder of Shares within the
meaning of the Act, the fees and expenses of such counsel shall be at the
expense of the indemnifying party if (i) the employment of such counsel has been
specifically authorized in writing by the indemnifying party or (ii) the named
parties to any such action, including any
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<PAGE> 21
impleaded parties, include both a Warrantholder or a holder of Shares or such
controlling person and the indemnifying party and a Warrantholder or a holder of
Shares or such controlling person shall have been advised by such counsel that
there may be one or more legal defenses available to the indemnifying party
which are not available to or in conflict with any legal defenses which may be
available to a Warrantholder or a holder of Shares or controlling person (in
which case the indemnifying party shall not have the right to assume the defense
of such action on behalf of a Warrantholder or a holder of Shares or such
controlling person, it being understood, however, that the indemnifying party
shall not, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys for the Warrantholders, the
holders of the Shares and controlling persons, which firm shall be designated in
writing by a majority in interest of such holders and such controlling party
based upon the value of the securities included in the Registration Statement).
No settlement of any action against an indemnified party shall be made without
the consent of the indemnified and the indemnifying parties, which consent shall
not be unreasonably withheld in light of all factors of importance to such
parties.
Section 12. Contribution.
In order to provide for just and equitable contribution under the Act
in any case in which (i) a Warrantholder or any holder of the Shares or
controlling person makes a claim for indemnification pursuant to Section hereof
but it is judicially determined (by the entry of a final judgment or decree by a
court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that the express provisions of
Section thereof provide for indemnification in such case or (ii) contribution
under the Act may be required on the part of any Warrantholder or any holder of
the Shares or controlling person, then the Company and any Warrantholder or any
such holder of the Shares or controlling person shall contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject
(which shall, for all purposes of this Agreement, include, but not be limited
to, all costs of defense and investigation and all attorneys' fees), in either
such case (after contribution from others) on the basis of relative fault as
well as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or a Warrantholder or holder of Shares or controlling person on the
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<PAGE> 22
other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
such holders of such securities and such controlling parties agree that it would
not be just and equitable if contribution pursuant to this Section were
determined by pro rata allocation or by any other method which does not take
account of the equitable considerations referred to in this Section . The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
Section shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
Section 13. Exchange, Transfer, Assignment or Loss of Warrant.
Subject to Section hereof, this Warrant is exchangeable, without
expense, at the option of the Warrantholder, upon presentation and surrender
hereof to the Company at its offices for other Warrants of different
denominations entitling the holder thereof to purchase in the aggregate the same
number of Shares as are purchasable hereunder. Upon surrender of this Warrant to
the Company at its principal office with the Assignment form annexed hereto duly
executed, the Company shall, without charge, execute and deliver a new Warrant
in the name of the assignee named in such instrument of assignment and this
Warrant shall be promptly cancelled. Subject to Section hereof, this Warrant may
be divided or combined with other Warrants upon presentation thereof at the
office of the Company together with a written notice signed by the Warrantholder
hereof specifying the names and denominations in which new Warrants are to be
issued. Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and, in the case of loss,
theft or destruction, of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date.
Section 14. Notices.
Any notice pursuant to this Agreement by the Company or by a
Warrantholder or a holder of Shares shall be in writing and addressed as
follows, and shall be deemed to have been duly given, if delivered personally or
by telecopy, on the date of delivery, or if sent by air courier, two business
days after deposited with the air courier:
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<PAGE> 23
If to a Warrantholder or a holder of Shares:
Euroventures Benelux II B.V.
H. Henneaulaan 366
1930 Zaventem
Belgium
Attn: Mr. Roger Claes and Ms. Sabine Vermassen
Facsimile: 011 322 721 4435
With a copy to:
Jon R. Tandler, Esq.
Coblentz, Cahen, McCabe & Breyer
222 Kearny Street, 7th Floor
San Francisco, CA 94108-4510
Facsimile: (415) 989-1663
If to the Company:
Dense-Pac Microsystems, Inc.,
7321 Lincoln Way
Garden Grove, California 92641
Attention: James G. Turner, President
Facsimile: (714) 897-1772
With a copy to:
Helen W. Melman, Esq.
1299 Ocean Avenue
Fourth Floor
Santa Monica, California 90401
Facsimile: (310) 394-4759
Any party may from time to time change the address to which notices to
it are to be delivered or mailed hereunder by notice in accordance herewith to
the other parties.
Section 15. Successors.
All the covenants and provisions of this Agreement by or for the
benefit of the Company, the Warrantholders or the holders of Shares shall bind
and inure to the benefit of their respective successors and assigns hereunder.
Section 16. Applicable Law.
This Agreement shall be deemed to be a contract made under the laws of
the State of California and for all purposes shall be construed in accordance
with the laws of said State. Each party hereto expressly consents to the
jurisdiction of the California courts and agrees that any action relating to or
arising out of
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<PAGE> 24
this Agreement shall be instituted and prosecuted only in the Municipal or
Superior Court of the City and County of San Francisco. Each party waives any
right to a change in venue and any and all objections to the jurisdiction of the
California courts.
Section 17. Attorneys' Fees.
In the event of any dispute concerning the terms or conditions of this
Agreement, or in the event the Warrantholder is required to enforce said terms
and conditions, the prevailing party in such dispute or enforcement shall be
entitled to recover all of its reasonable attorneys' fees and costs incurred in
connection with said dispute or enforcement, whether or not litigation is
commenced.
Section 18. Benefits of this Agreement.
Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company, the Warrantholder and the holders of Shares
any legal or equitable right, remedy or claim under this Agreement. This
Agreement shall be for the sole and exclusive benefit of the Company, the
Warrantholder and the holders of Shares.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the day and year first above written.
DENSE-PAC MICROSYSTEMS, INC.
By
---------------------------------------------------
James G. Turner,
Chief Executive Officer
EUROVENTURES BENELUX II B.V.
By /s/ Roger G. Claes
---------------------------------------------------
Roger G. Claes, Managing Director
of Euroventures Benelux Team B.V.,
Managing Director of Euroventures
Benelux II B.V.
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<PAGE> 25
ASSIGNMENT FORM
For value received, the undersigned registered owner of Warrants to
purchase Common Stock of Dense-Pac Microsystems, Inc., a California corporation
(the "Company"), represented by that certain Warrant Agreement dated
________________ between the Company and the undersigned, hereby sells,
transfers and assigns to the assignee named below Warrants to purchase
___________ shares of the Company's Common Stock:
Assignee:
Name
---------------------------------
Address
---------------------------------
---------------------------------
and authorizes the Company to cancel the Warrant Agreement and to issue and
deliver a new Warrant Agreement in the name of the Assignee for the number of
Warrants so transferred hereby.
Dated:
--------------------------------- ---------------------------------
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