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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
GLOBAL MED TECHNOLOGIES, INC.
----------------------------------------
(Name of Issuer)
$0.01 Par Value Common Stock
----------------------------------------
(Title of Class of Securities)
37935E 10 1
----------------
(CUSIP Number)
Gary L. Cook, 1700 Lincoln Street, 32nd Floor,
Denver, CO 80203 (303) 860-1700
--------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 7, 1998
------------------------------------------------
(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-l(b)(3) or (4), check the following box [ ].
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>
CUSIP No. 37935E 10 1
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fronteer Financial Holdings, Ltd.
45-0411501
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC*
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
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NUMBER OF 7. SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY ----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 1,069,150 shares - 11.6%
REPORTING ----------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
- 0 -
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,069,150 shares - 11.6%
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,150 shares
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
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2
<PAGE>
CUSIP No. 37935E 10 1
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fronteer Capital, Inc.
-------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
-------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC*
-------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY ----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 1,000,000 shares - 10.9%
REPORTING ----------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
- 0 -
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,000,000 shares - 10.9%
--------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 shares
-------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
-------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
--------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
-------------------------------------------------------------------------
3
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the $0.01 par value common stock ("Common
Stock") of Global Med Technologies, Inc. ("Issuer"). The Issuer's principal
executive offices are located at 12600 West Colfax, Suite A-500, Lakewood,
Colorado 80215.
ITEM 2. IDENTITY AND BACKGROUND.
I-A. (a) Fronteer Financial Holdings, Ltd. ("Fronteer Financial")
(b) The principal office address of Fronteer Financial is 1700 Lincoln
Street, 32nd Floor, Denver, Colorado 80203.
(c) The principal business of Fronteer Financial is a holding company.
(d) During the last five years, Fronteer Financial has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Fronteer Financial has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction required to be reported hereunder.
(f) Fronteer Financial is a Colorado corporation.
I-B. (a) Fai H. Chan, President, a director and a control person of
Fronteer Financial
(b) The business address of Fai H. Chan is 10th Floor, Lippo
Protective Tower, 231-235 Gloucester Road, Wan Chai, Hong Kong.
(c) The principal occupation of Fai H. Chan is Chairman and Managing
Director of Heng Fung Holdings Company Limited and its subsidiaries.
(d) During the last five years, Fai H. Chan has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Fai H. Chan has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Fai H. Chan is a Canadian citizen.
I-C. (a) Robert H. Trapp, Managing Director and a director of Fronteer
Financial
(b) The business address of Robert H. Trapp is 1700 Lincoln Street,
32nd Floor, Denver, Colorado 80203.
(c) The principal occupation of Robert H. Trapp is Managing Director
of Fronteer Financial and President of American Fronteer Financial
Corporation.
(d) During the last five years, Robert H. Trapp has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Robert H. Trapp has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Robert H. Trapp is a Canadian citizen.
4
<PAGE>
I-D. (a) Jeffrey Busch, a director of Fronteer Financial
(b) The business address of Jeffrey Busch is Suite 204B, Oxford
Building, University Office Building, Newark, Delaware 19702.
(c) The principal occupation of Jeffrey Busch is attorney.
(d) During the last five years, Jeffrey Busch has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Jeffrey Busch has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Jeffrey Busch is a United States citizen.
I-E. (a) Robert Jeffers, a director of Fronteer Financial
(b) The business address of Robert Jeffers is 6101 16th Street, SW,
Suite 511, Washington, D.C. 20011.
(c) The principal occupation of Robert Jeffers is attorney.
(d) During the last five years, Robert Jeffers has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Robert Jeffers has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Robert Jeffers is a United States citizen.
I-F. (a) Kwok Jen Fong, a director of Fronteer Financial
(b) The business address of Kwok Jen Fong is 7 Temasek Boulevard,
#43-03 Suntec Tower One, Singapore 038987.
(c) The principal occupation of Kwok Jen Fong is advocate, solicitor
and managing partner of Fong Jeya Partnership.
(d) During the last five years, Kwok Jen Fong has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Kwok Jen Fong has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Kwok Jen Fong is a Singaporean citizen.
I-G. (a) Gary L. Cook, Secretary and Treasurer of Fronteer Financial
(b) The business address of Gary L. Cook is 1700 Lincoln Street, 32nd
Floor, Denver, Colorado 80203.
(c) The principal occupation of Gary L. Cook is Secretary and
Treasurer of Fronteer Financial and American Fronteer Financial
Corporation.
(d) During the last five years, Gary L. Cook has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
5
<PAGE>
(e) During the last five years, Gary L. Cook has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Gary L. Cook is a United States citizen.
I-H-1.(a) Heng Fung Holdings Company Limited ("Heng Fung Holdings"), a
control person of Fronteer Financial
(b) The principal office address of Heng Fung Holdings is 10th Floor
Lippo Protective Tower, 231-235 Gloucester Road, Wan Chai, Hong Kong.
(c) The principal business of Heng Fung Holdings is a holding com-
pany.
(d) During the last five years, Heng Fung Holdings has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Heng Fung Holdings has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction required to be reported hereunder.
(f) Heng Fung Holdings is a Hong Kong corporation.
I-H-2.(a) Fai H. Chan, a director, Chairman, Managing Director and control
person of Heng Fung Holdings
(b) through (f) - See Item I-B above.
I-H-3.(a) Kwok Jen Fong, a director of Heng Fung Holdings
(b) through (f) - See Item I-F above.
I-H-4.(a) Mabel Yoke Keow Chan, a director and an Executive Director of
Heng Fung Holdings
(b) The business address of Mabel Yoke Keow Chan is 10th Floor, Lippo
Protective Tower, 231-235 Gloucester Road, Wan Chai, Hong Kong.
(c) The principal occupation of Mabel Yoke Keow Chan is an Executive
Director of Heng Fung Holdings.
(d) During the last five years, Mabel Yoke Keow Chan has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mabel Yoke Keow Chan has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction required to be reported hereunder.
(f) Mabel Yoke Keow Chan is a Canadian citizen.
I-H-5.(a) Mary-ann Sook Jin Chan, a director and an Executive Director of
Heng Fung Holdings
(b) The business address of Mary-ann Sook Jin Chan is 10th Floor,
Lippo Protective Tower, 231-235 Gloucester Road, Wan Chai, Hong Kong.
(c) The principal occupation of Mary-ann Sook Jin Chan is an
Executive Director of Heng Fung Holdings.
6
<PAGE>
(d) During the last five years, Mary-ann Sook Jin Chan has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mary-ann Sook Jin Chan has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction required to be reported hereunder.
(f) Mary-ann Sook Jin Chan is a British citizen.
I-H-6.(a) Suk King Chan, Secretary of Heng Fung Holdings
(b) The business address of Suk King Chan is Hang Seng Building,
Rooms 706-707, 77 Des Voeux Road Central, Hong Kong.
(c) The principal occupation of Suk King Chan is Senior Manager,
Corporate Services, and Consultant of Graham H.Y. Chan & Co., CPA.
(d) During the last five years, Suk King Chan has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Suk King Chan has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Suk King Chan is a Chinese citizen.
I-H-7.(a) Man Tak Lau, Financial Controller of Heng Fung Holdings
(b) The business address of Man Tak Lau is 10th Floor Lippo
Protective Tower, 231-235 Gloucester Road, Wan Chai, Hong Kong.
(c) The principal occupation of Man Tak Lau is Financial Controller
of Heng Fung Holdings.
(d) During the last five years, Man Tak Lau has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Man Tak Lau has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Man Tak Lau is a British citizen.
I-H-8.(a) Robert H. Trapp, a director of Heng Fung Holdings
(b) through (f) - See Item I-C above.
I-I-1.(a) Heng Fung Capital [S] Private Limited ("Heng Fung Private"), a
control person of Fronteer Financial
(b) The business address of Heng Fung Private is 7 Temasek Boulevard,
#43-03 Suntec Tower One, Singapore 038987.
(c) The principal business of Heng Fung Private is an investment
holding company.
(d) During the last five years, Heng Fung Private has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
7
<PAGE>
(e) During the last five years, Heng Fung Private has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction required to be reported hereunder.
(f) Heng Fung Private is a Singaporean corporation.
I-I-2.(a) Fai H. Chan, a director, Chairman and Managing Director of Heng
Fung Private
(b) through (f) - See Item I-B above.
I-I-3.(a) Mabel Yoke Keow Chan, director of Heng Fung Private
(b) through (f) - See I-H-4 above.
I-I-4.(a) Kwok Jen Fong, a director of Heng Fung Private
(b) through (f) - See Item I-F above.
I-I-5.(a) Heng Fung Holdings, sole shareholder of Hung Fung Private
(b) through (f) - See Item I-H-1 above.
I-J-1.(a) Heng Fung Finance Company Limited ("Heng Fung Finance"), a
control person of Fronteer Financial
(b) The principal office address of Heng Fung Finance is 10th Floor
Lippo Protective Tower, 231-235 Gloucester Road, Wan Chai, Hong Kong.
(c) The principal business of Heng Fung Finance is finance.
(d) During the last five years, Heng Fung Finance has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Heng Fung Finance has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction required to be reported hereunder.
(f) Heng Fung Finance is a Hong Kong corporation.
I-J-2.(a) Fai H. Chan, a director, Chairman and Managing Director of Heng
Fung Finance
(b) through (f) - See Item I-B above.
I-J-3.(a) Mabel Yoke Keow Chan, a director and Secretary of Heng Fung
Finance
(b) through (f) - See Item I-H-4 above.
I-J-4.(a) Man Tak Lau, a director of Heng Fung Finance
(b) through (f) - See Item I-H-7 above.
I-J-5.(a) Heng Fung Private, sole shareholder of Hung Fung Finance
(b) through (f) - See Item I-I-1 above.
II-A. (a) Fronteer Capital, Inc. ("Fronteer Capital")
(b) The principal office address of Fronteer Capital is 1700 Lincoln
Street, 32nd Floor, Denver, Colorado 80203.
8
<PAGE>
(c) The principal business of Fronteer Capital is to make loans and
investments.
(d) During the last five years, Fronteer Capital has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Fronteer Capital has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Fronteer Capital is a Delaware corporation.
II-B. (a) Fai H. Chan, President and a director of Fronteer Capital
(b) through (f) - See Item I-B above.
II-C. (a) Robert H. Trapp, Secretary, Treasurer and a director of Fronteer
Capital
(b) through (f) - See Item I-C above.
II-D. (a) Fronteer Financial Holdings, Ltd., sole shareholder of Fronteer
Capital
(b) through (f) - See Item I-A above.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities in the transaction reported herein were acquired in
consideration of an agreement by Fronteer Capital to provide the Issuer with a
loan of up to $1,650,000 ("Fronteer Loan") pursuant to the terms of a Loan
Agreement between Fronteer Capital and the Issuer dated August 12, 1998
("Fronteer Loan Agreement"). Fronteer Capital is a wholly owned subsidiary of
Fronteer Financial. The funds for the Fronteer Loan will be provided from the
working capital of Fronteer Capital.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction described in Item 5(c) of this Schedule 13D
between the Issuer and Fronteer Financial and its subsidiaries was to provide
funding to enable the Issuer to prepare for the anticipated release of the
Issuer's new transfusion service that is in beta testing, to enable the Issuer
to continue sales and support of the Issuer's current products and to enable the
Issuer to increase its international presence.
(a) Fronteer Financial and its subsidiaries do not have any plans or
proposals to acquire additional securities of the Issuer or dispose of
securities of the Issuer, other than the issuance of additional warrants and
other than the possible exercise of warrants (as described in Item 5(c) below).
(b) Fronteer Financial and its subsidiaries do not have any plans or
proposals for an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries.
(c) Fronteer Financial and its subsidiaries do not have any plans or
proposals for a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries.
(d) Pursuant to the terms of the Fronteer Loan Agreement, the Issuer
increased the number of members of the board of directors to nine and has
appointed five members selected by Heng Fung Finance and/or Fronteer Capital to
the Issuer's board of directors. In August 1998, one of those newly appointed
members resigned from the board of directors. Also pursuant to the terms of the
9
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Fronteer Loan Agreement, each current member of the board of directors of the
Issuer, other than any such member appointed by Heng Fung Finance or Fronteer
Capital, and each management personnel or key employee of the Issuer, shall
deliver to Fronteer Capital his or her letter of resignation, which letters of
resignation shall be held in escrow by Fronteer Capital, subject to all the
terms and conditions of the Fronteer Loan Agreement. If the Issuer defaults on
the Fronteer Loan, Fronteer Capital may:
(i) demand the resignation of any or all of the members of the board
of directors of the Issuer (other than those members appointed by Heng Fung
Finance and/or Fronteer Capital) and if such members refuse to resign,
deliver to the Issuer the letters of resignation held in escrow, and
thereafter Fronteer Capital shall have the right to appoint such resigned
or terminated member's replacement to the board of directors of the Issuer;
and
(ii) demand the resignations of any or all of the management personnel
of the Issuer and/or any and all of the key employees of the Issuer, and if
such management personnel or key employees refuse to resign, deliver to the
Issuer the letters of resignation held by Fronteer Capital in escrow; and
(iii) convert any or all of the amounts due under any of the
promissory notes evidencing the Fronteer Loan ("Notes") into shares of
Common Stock of the Issuer at $0.05 per share;
(e) Fronteer Financial and its subsidiaries do not have any plans or
proposals for any material change in the present capitalization or dividend
policy of the Issuer.
(f) Fronteer Financial and its subsidiaries do not have any plans or
proposals for any other material change in the Issuer's business or corporate
structure.
(g) Fronteer Financial and its subsidiaries do not have any plans or
proposals for changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person.
(h) Fronteer Financial and its subsidiaries do not have any plans or
proposals for causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association.
(i) Fronteer Financial and its subsidiaries do not have any plans or
proposals for a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Act").
(j) Fronteer Financial and its subsidiaries do not have any plans or
proposals for any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Schedule 13D, Fronteer Financial, which is a
public company traded on the NASDAQ Small Cap Market, through its subsidiaries,
Fronteer Capital and American Fronteer Financial Corporation (formerly R A F
Financial Corporation) ("American Fronteer"), beneficially owns warrants and
units to purchase 1,069,150 shares ("Shares") of the Common Stock of the Issuer
which constitute approximately 11.6% of the outstanding Common Stock of the
Issuer. This amount consists of the following:
(i) 1,000,000 shares underlying presently exercisable warrants owned
by Fronteer Capital; and
10
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(ii) 69,150 shares underlying a presently exercisable warrant to
purchase 23,050 units which is held by American Fronteer. The warrant is
exercisable at any time until January 14, 2002. Each unit consists of two
shares of Common Stock and one Common Stock purchase warrant. Each Common
Stock purchase warrant entitles the holder to purchase one share of Common
Stock.
(b) Fronteer Financial, through its subsidiaries, Fronteer Capital and
American Fronteer, has shared voting and dispositive power over the Shares.
Fronteer Capital has shared voting and dispositive power over 1,000,000 of the
Shares.
(c) As described in Item 3 above, on August 12, 1998, Fronteer Capital
entered into the Fronteer Loan Agreement with the Issuer. The interest on the
Fronteer Loan is 12% per annum, payable at the end of each month. The Fronteer
Loan matures on April 15, 1999. Pursuant to the Fronteer Loan Agreement,
Fronteer Capital was issued warrants to purchase 1,000,000 shares of the Common
Stock of the Issuer. Upon the Issuer making its first draw against the Fronteer
Loan, the Issuer will, as additional consideration for Fronteer Capital making
the loan to Issuer, issue to Fronteer Capital an additional warrant entitling
Fronteer Capital to purchase 5,000,000 shares of the Common Stock of the Issuer
at an exercise price of $0.25 per share. The warrants issued may be exercised at
any time until April 13, 2008, at an exercise price of $0.25 per share and may
be exercised in full or in minimum amounts of at least $250,000.
Pursuant to the terms of the Fronteer Loan Agreement, the Issuer has
increased the number of members of its board of directors to nine and has
appointed five members selected by Fronteer Capital and/or Heng Fung Finance to
the Issuer's board of directors. In August 1998, one of those newly appointed
members resigned from the board of directors. Also pursuant to the terms of the
Fronteer Loan Agreement, each current member of the board of directors of the
Issuer, other than any such member appointed by Fronteer Capital or Heng Fung
Finance, and each management personnel or key employee of the Issuer, shall
deliver to Fronteer Capital his or her letter of resignation, which letters of
resignation shall be held in escrow by Fronteer Capital, subject to all the
terms and conditions of the Fronteer Capital Loan Agreement. If the Issuer shall
fail to pay when due, after the expiration of all cure periods, any installment
of principal or interest due under the Fronteer Capital Loan Agreement and/or
violates any terms of the Fronteer Capital Loan Agreement, the Issuer will be in
default. If the Issuer defaults on the Fronteer Loan, Fronteer Capital may:
(i) demand the resignation of any or all members of the board of
directors of the Issuer, other than those members appointed by Fronteer
Capital and/or Heng Fung Finance, and if such members refuse to resign,
deliver to the Issuer the letters of resignation held by Fronteer Capital
in escrow, and thereafter Fronteer Capital shall have the right to appoint
such resigned or terminated member's replacement to the board of directors
of the Issuer; and
(ii) demand the resignations of any or all of the management personnel
of the Issuer and/or any and all of the key employees of the Issuer, and if
such management personnel or key employees refuse to resign, deliver to the
Issuer the letters of resignation held by Fronteer Capital in escrow; and
(iii) convert any or all of the amounts due under any of the Notes
into Common Stock of the Issuer at an exercise price of $0.05 per share.
The Issuer has agreed to pay American Fronteer a finder's fee equal to 9%
of the amount of the Fronteer Loan drawn upon by the Issuer.
The terms of the transaction are more fully set forth in the Fronteer Loan
Agreement attached to this Schedule 13D as Exhibit 2.
Michael I. Ruxin, M.D., the Chief Executive Officer of the Issuer, has
executed a Personal Guaranty for the Fronteer Loan, which is attached to this
Schedule 13D as Exhibit 3.
11
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(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
1,069,150 shares.
(e) Not applicable.
ITEM 6. RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Agreement to File One Statement on Schedule 13D
Exhibit 2 - Loan Agreement between Fronteer Capital, Inc. and Global
Med Technologies, Inc. dated August 12, 1998.
Exhibit 3 - Personal Guaranty of Fronteer Loan by Michael I. Ruxin,
M.D.
Exhibit 4 - Warrant to Purchase Common Shares of Global Med
Technologies, Inc. in the amount of 1,000,000 shares in the name of
Fronteer Capital, Inc.
12
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
FRONTEER FINANCIAL HOLDINGS, LTD.
a Colorado corporation
Date: September 9, 1998
By: /s/ Gary L. Cook
---------------------------------------
Gary L. Cook, Secretary
FRONTEER CAPITAL, INC.
a Delaware corporation
By: /s/ Robert H. Trapp
--------------------------------------
Robert H. Trapp, Secretary
13
Exhibit 1
Agreement to File One Statement on Schedule 13D
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934,
as amended, the undersigned agree that the Schedule 13D to which this Exhibit is
attached is filed on behalf of each of the undersigned.
FRONTEER FINANCIAL HOLDINGS, LTD.
a Colorado corporation
Date: September 9, 1998
By: /s/ Gary L. Cook
---------------------------------------
Gary L. Cook, Secretary
FRONTEER CAPITAL, INC.
a Delaware corporation
By: /s/ Robert H. Trapp
--------------------------------------
Robert H. Trapp, Secretary
LOAN AGREEMENT
THIS LOAN AGREEMENT ("Agreement") date this 12th day of August, 1998, is
made by and between FRONTEER CAPITAL, INC., a Delaware corporation ("Lender")
whose address is 1700 Lincoln Street, 32nd Floor, Denver, Colorado 80203, and
GLOBAL MED TECHNOLOGIES, INC., a Colorado corporation ("Borrower") whose address
is 12600 West Colfax Avenue, Suite A500, Lakewood, Colorado 80215.
RECITALS
A. Borrower and Lender entered into that certain Loan Commitment ("Loan
Commitment") whereby Lender has agreed to commit to make a loan ("Loan") as
described in Section 1.01 of this Agreement; and
B. Lender and Borrower desire to formalize the terms of the Loan in
accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreement contained herein and other good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, Lender and
Borrower hereby covenant and agree as follows:
ARTICLE 1.
THE LOAN
1.1. Agreement to Borrow and Lend. Subject to all of the terms, provisions,
conditions, covenants and agreements contained in this Agreement, Lender agrees
to make available to Borrower a Loan in the maximum principal amount of up to
$1,650,000.00 ("Maximum Loan Amount"). The Loan may be drawn in amounts of not
less than $250,000.00 as and when required by Borrower.
1.2. Promissory Note. The Loan will be evidenced by one or more Promissory
Notes ("Notes") substantially in the form attached hereto as Exhibit A and
incorporated herein by reference, executed by Borrower and delivered to Lender,
which in the aggregate do not exceed the Maximum Loan Amount. The outstanding
principal balance of each Note shall bear interest at the rate of twelve (12%)
per annum. Interest shall accrue and be paid monthly on the last day of each
month during the term of the Notes. If not sooner paid, the entire outstanding
principal balance of the Notes, together with all accrued but unpaid interest
thereon, all additional interest and all other sums due thereunder, shall be due
and payable in full on April 15, 1999.
1.3. Loan Fee and Other Costs. Pursuant to the Loan Commitment, Borrower
issued to Lender a Warrant to Purchase Common Shares relating to 1,000,000
shares of Borrower's common stock. Upon Borrower making its first draw against
the Loan, Borrower will, as additional consideration for Lender making the Loan
to Borrower, issue to Lender an additional Warrant to Purchase Common Shares
entitling Lender to Purchase 5,000,000 shares of Borrower's common stock at an
exercise price of $0.25 per share, such Warrant to Purchase Shares to be
substantially in the form attached hereto as Exhibit B and incorporated herein
by reference (both Warrants to Purchase Common Shares shall hereinafter be
referred to as the "Warrants"). Notwithstanding any provision herein or in any
of the Notes or Warrants to the contrary, Lender may apply any amounts due
hereunder or under any of the Notes toward the purchase of common stock pursuant
to the Warrants issued hereunder by giving Borrower written notice of its intent
to do so.
1.4. Finders Fee. In addition to other fees and costs set forth herein,
Borrower agrees to pay to R A F Financial Corporation ("RAF"), a Nevada
corporation, a finder's fee ("Finder's Fee") equal to nine percent (9%) of the
amount of the Loan drawn upon by Borrower. The Finder's Fee shall be deducted by
Lender from the amount of each draw and paid by Lender directly to RAF at 1700
Lincoln Street, 32nd Floor, Denver, Colorado 80203.
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1.5. Use of Proceeds. The Borrower represents, warrants, covenants,
acknowledges and agrees to and with Lender that the proceeds of the Loan shall
be used by Borrower solely for business or investment purposes and shall not be
used for personal, family, household or agricultural purposes.
1.6. Relationship of the Parties. The relationship between Borrower and
Lender is that of a borrower and a lender only and neither of these parties is,
nor shall hold themselves out to be, the agent, employee, joint venturer or
partner of the other party.
1.7. Security. The Loan and each of the Notes shall be unsecured.
1.8. Guarantee. The Loan shall be guaranteed by Michael I. Ruxin, M.D., the
Chief Executive Officer of Borrower, up to the maximum amount of $1,500,000.00,
in accordance with that certain Personal Guaranty, attached hereto as Exhibit C,
and made a part hereof by reference.
1.9. Loan Documents. As used herein, the term "Loan Documents" shall refer
to this Agreement, the Notes, the Warrants and any other documents or
instruments executed by any person in connection with the Loan.
ARTICLE 2.
MANAGEMENT OF BORROWER
2.1. Borrower's Board of Directors. In accordance with the terms of the
Loan Commitment, Borrower and its Board of Directors have taken the following
actions:
a. Increased the number of members to the Borrower's Board of
Directors to nine.
b. Appointed five members selected by Lender and/or Heng Fung to the
Borrower's Board of Directors.
For so long as any amounts remain due hereunder or under any other Loan
Documents, including the Notes, Borrower and its Board of Directors shall
support in any election of directors by the shareholders of Borrower, those
members appointed to the Board of Directors that were selected by Lender or Heng
Fung. Further, Lender and/or Heng Fung shall have the right to select a
replacement director for any member of the Borrower's Board of Directors that
was selected by either Lender of Heng Fung who resigns or otherwise fails to
serve as a director.
2.2. Employment Agreements with Management and Key Employees. The Board of
Directors of Borrower has taken all steps necessary, and has delivered to Lender
proof thereof, to modify and amend all employment or similar agreements with
those persons constituting Borrower's management personnel and key employees, as
determined in the sole discretion of Lender, to provide that upon a default of
Borrower under any of the Loan Documents, such management personnel or key
employee's employment with Borrower may be terminated at will by Borrower,
without any liability to Borrower or Lender other than to pay unpaid wages or
salary and vacation pay accrued to such management personnel or key employee
through the date of such termination of employment.
2.3. Resignation Letters of the Members of the Board of Directors,
Management Personnel and Key Employees. Upon execution of this Agreement, each
current member of the Board of Directors of Borrower, other than any such member
appointed by Lender or Heng Fung, and each management personnel or key employee
of Borrower, shall deliver to Lender his or her letter of resignation, which
letters of resignation shall be held in escrow by Lender, subject to all of the
terms and conditions of this Agreement.
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ARTICLE 3.
BORROWER'S REPRESENTATIONS AND WARRANTIES
3.1. Representations and Warranties. Borrower hereby represents and
warrants to Lender as follows:
a. Borrower is duly incorporated and is validly existing and in good
standing under the laws of the State of Colorado and Borrower has all
requisite power and authority to conduct its business, to own its
properties and to execute, deliver and perform all of its obligations under
the Loan Documents.
b. The execution, delivery and performance of the Loan Documents by
the Borrower have been authorized by all necessary corporate actions and do
not and will not contravene any legal or contractual restriction binding on
the Borrower or any of the property and assets thereof.
c. The Loan Documents constitute, and any other agreement required
hereby will constitute, when executed and delivered by Borrower to Lender,
legal, valid and binding obligations of Borrower, enforceable in accordance
with their terms. The execution and delivery by Borrower of the Loan
Documents and consummation of all the transactions contemplated thereby, do
not and will not conflict with, or be in contravention of, any law, order,
rule or regulation applicable to Borrower or any agreement or instrument to
which Borrower is a party.
d. There is no legal action, suit, proceeding or investigation by or
before any governmental instrumentality or other agency, now pending,
threatened against or affecting the Borrower, or which questions or would
bring into question the validity of the Loan Documents.
e. Other than the pro forma financial reports, all balance sheets,
income statements, financial statements, operating statements and other
financial data pertaining to Borrower that have been delivered (or will be
delivered) to Lender by or on behalf of Borrower are or will be accurate
and complete in all material respects and accurately present or will
present the financial condition of the person or entity to which they
pertain as of their respective dates and there has been no material change
with respect thereto.
ARTICLE 4.
BORROWER'S COVENANTS
4.1. Covenants of Borrower. So long as the Loan shall remain unpaid,
Borrower covenants and agrees as follows:
a. For so long as any amounts remain due under any of the Notes or
other Loan Documents, Borrower:
i. shall not increase the number of members to serve on the
Borrower's Board of Directors above nine; and
ii. shall support those members to the Borrower's Board of
Directors selected by Lender and/or Heng Fung in any election of
directors by the shareholders of Borrower.
b. Without the express written consent of Lender, which consent may be
withheld for any purpose, Borrower shall not enter into any contracts,
agreements, leases, instruments or other documents of any kind or nature,
with any third party, other than such contracts, agreements, leases,
instruments or other such documents entered into in the normal course of
Borrower's business and which do not, in the aggregate, exceed a monetary
obligation on behalf of the Borrower in excess of $250,000.00.
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c. Upon the request of Lender, or in accordance with the Warrants,
Borrower shall register any common stock of the Borrower issued to Lender
in accordance with the Warrants or issued as Conversion Shares in
accordance with Section 6.2.b.iii below.
d. Upon the request of Lender, Borrower shall use its best efforts to
obtain a letter of resignation from each member of the Board of Directors
who was elected or appointed to replace any member of the Board of
Directors of Borrower who had previously executed and delivered to Lender a
letter of resignation in accordance with Section 2.3 of this Agreement. and
deliver such letter of resignation to Lender to be held in escrow in
accordance with Section 2.3 of this Agreement.
e. Without Lender's prior written consent, Borrower shall not
authorize or otherwise permit any stock splits; reverse stock splits; stock
dividends; issuance of common shares of the Borrower below the exercise
price of the common shares to be issued pursuant to the Warrants, other
than the issuance of the Conversion Shares; mergers or consolidations;
recapitalization of Borrower; or the sale of any assets of Borrower other
than sales of assets in the normal course of Borrower's business.
f. Borrower shall not, without the prior written consent of Lender,
grant or permit any security interest in any of the assets of Borrower to
anyone, including, but not limited to, purchase money security interests to
trade creditors.
g. Borrower will, at its expense, furnish to Lender promptly and upon
request such instruments including, without limitation, other instruments
in addition to those specifically provided for herein, and take all further
actions as Lender may reasonably require from time to time in order to
fully comply with the terms of this Agreement.
h. Borrower will maintain and preserve its corporate existence, as
applicable, under the laws of every jurisdiction in which it does business.
i. Financial statements of Borrower which have been audited by a
certified public accountant, and income tax returns for the Borrower are to
be provided to Lender as soon as reasonably possible after the end of each
fiscal year during the term of the Loan.
j. Borrower will immediately notify Lender of any event or
circumstance which reasonably could be deemed to have a materially adverse
effect on Borrower's financial condition or Borrower's ability to perform
its agreements and obligations under the Loan Documents.
k. Borrower shall notify Lender in writing prior to the time there is
any change of name, identity or business structure of Borrower, including
the addition of any trade names.
ARTICLE 5.
OTHER AGREEMENTS
5.1. Other Agreements. In addition to the other agreements contained in the
Loan Documents, the parties hereto agree as follows:
a. Any and all monies received by lender from Borrower, whether prior
or subsequent to or as a result of a default hereunder shall be applied by
Lender first to any interest due under any of the Notes, but thereafter may
be applied by Lender to any of the amounts due under the Notes or other
Loan Documents, in any order selected by lender, notwithstanding any
contrary provision of the Loan Documents.
b. In the event that a default shall exist under any of the Loan
Documents, Lender shall be authorized to proceed with any and all remedies
available to Lender thereunder or under this Agreement.
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c. To the extent not previously waived, Borrower hereby knowingly,
intentionally and voluntarily waives, relinquishes and forgoes any and all
rights which it may have to the marshalling by Lender of the assets of
Borrower. Borrower acknowledges that such waiver is made with and pursuant
to the advice of competent legal counsel.
d. A default under any of the Loan Documents, including a default
under any of the Notes, shall constitute a default under each other Loan
Document, including each other Note, and shall entitle Lender to pursue any
and all remedies under each or any of the Loan Documents.
e. Borrower hereby irrevocably authorizes Lender to correct without
notice any clerical errors or omissions that may be present in the Loan
Documents executed in connection with the Loan. Borrower further
understands that such corrections shall not result in any increase in the
amount of the obligation that it must repay to Lender, or any change of
essential terms of repayment of the loan obligation. Borrower further
consents in advance to the correction of any errors or omissions as
outlined herein and acknowledge that it understands such correction
procedure and agrees to such correction procedure, without prior notice and
without the necessity of written authorization or approval.
ARTICLE 6.
DEFAULT AND REMEDIES
6.1. Events of Default. The occurrence of any one or more of the following
events or the existence of one or more of the following conditions shall
constitute an event of default under this Agreement:
a. Nonpayment. Borrower shall fail to pay when due, after the
expiration of all cure periods, any installment of principal or interest
due under any of the Notes, whether due on the date provided for therein or
by acceleration or otherwise, or Borrower shall fail to pay when due any
other amounts due under any of the Loan Documents.
b. Other Defaults. The occurrence of any of the following events:
i. any representation or warranty made in writing to Lender by
Borrower herein or in any other Loan Document, or in the Loan
Commitment, or otherwise in connection with the making of the Loan
shall prove at any time to have been incorrect in any material respect
when made; or
ii. the breach, default or violation by Borrower of any
obligation, agreement or covenant contained in the Notes, this
Agreement, or any other Loan Documents executed by Borrower; or
iii. any default under any obligation or duty Borrower may have
to Heng Fung; or
iv. any material provision of any of the Loan Documents shall at
any time for any reason cease to be in full force and effect or shall
be declared to be null and void; or
v. any litigation or proceeding is pending which may materially
adversely affect the ability of Borrower to perform its obligations
under the Loan Documents; or
vi. Borrower's failure to comply with any other covenants or
agreements contained in any of the Loan Documents and not herein
specifically referenced, unless the same is cured within any
applicable grace periods.
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6.2. Remedies.
a. Upon the occurrence of any event of default hereunder as above
provided, and at any time thereafter, all principal, interest and other
amounts payable under the Loan Documents shall, at the option of Lender,
become immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are expressly waived by Borrower.
Lender may proceed with every remedy available at law or in equity or
provided for in the Loan Documents or in any other document executed in
connection with the Loan, in such order or sequence as Lender may determine
in its sole discretion, including concurrently, independently, or
successively, and all expenses incurred by Lender in connection with any
remedy shall be deemed indebtedness of Borrower to Lender including, but
not limited to, reasonable attorneys' fees incurred by Lender.
b. In addition to any other right or remedy Lender may have hereunder
or under any of the Notes or other Loan Documents, Lender may pursue any or
all of the following additional remedies, to wit:
i. Demand the resignation of any or all of the members of the
Board of Directors of Borrower, other than those members appointed by
Lender and/or Heng Fung, and if such members refuse to resign, deliver
to the Borrower the letters of resignation held by Lender in escrow in
accordance with Section 2.3 or Section 4.1.d of this Agreement, and
thereafter Lender shall have the right to appoint such resigned or
terminated member's replacement to the Board of Directors; and
ii. Demand the resignations of any or all of the management
personnel of the Borrower and/or any and all of the key employees of
Borrower, and if such management personnel or key employees refuse to
resign, deliver to the Borrower the letters of resignation held by
Lender in escrow in accordance with Section 2.3 of this Agreement;
provided that nothing herein shall be deemed a representation or
covenant of Borrower that such letters of resignation are enforceable;
and
iii. Convert any or all of the amounts due under any of the Notes
into common stock of the Borrower ("Conversion Shares") at an exercise
price of $0.05 per share. Lender shall make such standard investment
representations to show an exemption from registration exists for the
issuance of such Conversion Shares.
ARTICLE 7.
GENERAL PROVISIONS
7.1. Notices. All notices, communications and materials to be given or
delivered pursuant to the Loan Documents shall, except in those cases where
giving notice by telephone is expressly permitted, be given or delivered in
writing to the address of the appropriate party set forth in the header hereof
or at such other address as shall be changed in accordance with the notice
provisions of this Section 7.1.
7.2. Amendments. No provision or term of the Loan Documents may be amended,
modified, revoked, supplemented, waived or otherwise changed except by a written
instrument duly executed by Borrower and Lender and designated as such.
7.3. Severability. Whenever possible, each provision of the Loan Documents
shall be interpreted so as to be effective and valid under Colorado law. Should
any provision, covenant or agreement contained herein be deemed invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining provisions of this Agreement shall not be impaired thereby, nor
shall the validity, legality or enforceability of any such defective provision
be in any way affected or impaired in any other jurisdiction.
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7.4. Successors and Assigns Bound; Assignment. The covenants and agreements
contained herein shall bind Borrower, its successors and assigns. This Agreement
may not be assigned by Borrower without the prior written consent of Lender.
Subject to the foregoing restriction, this Agreement shall inure to the benefit
of Lender, its successors and assigns.
7.5. No Third Party Benefits. This Agreement is made for the sole benefit
of Borrower and Lender and their respective successors and assigns, and no other
person or persons shall have any rights or remedies under or by reason of this
Agreement.
7.6. Headings. The captions and headings of the paragraphs in the Agreement
are for convenience only and are not used to interpret or define the provisions
of the Agreement.
7.7. Governing Law. This Agreement and the Loan Documents or any other
documents executed in connection with the Loan shall be governed by and
interpreted in accordance with the laws of the State of Colorado.
7.8. Conflict. Should any provision of any other Loan Documents conflict
with any provision of this Agreement, the provision selected by Lender, in its
sole discretion, shall govern and shall be controlling.
7.9. Limitation of Liability. LENDER SHALL NOT HAVE ANY LIABILITY WITH
RESPECT TO, AND THE BORROWER HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR,
ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED BY THE BORROWER IN
CONNECTION WITH ANY LOAN DOCUMENTS OR CLAIM RELATED THERETO.
7.10. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto were upon the same instrument.
DATED:
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BORROWER:
GLOBAL MED TECHNOLOGIES, INC.,
Attest: a Colorado corporation
By: By:
-------------------------------- -------------------------------
Title: Title:
----------------------------- ----------------------------
LENDER:
FRONTEER CAPITAL, INC.,
a Delaware corporation
By:
-------------------------------
Title:
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EXHIBIT A
PROMISSORY NOTE
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EXHIBIT B
WARRANT TO PURCHASE COMMON SHARES
<PAGE>
EXHIBIT C
PERSONAL GUARANTY
PERSONAL GUARANTY
1. Debtor: GLOBAL MED TECHNOLOGIES, INC.,
a Colorado corporation
12600 West Colfax Avenue, Suite A500,
Lakewood, Colorado 80215
2. Guarantor: MICHAEL I. RUXIN, M.D.
12600 West Colfax Avenue, Suite A500,
Lakewood, Colorado 80215
3. Beneficiary: FRONTEER CAPITAL, INC.,
a Delaware corporation
1700 Lincoln Street, 32nd Floor
Denver, Colorado 80203
4. Obligations.
a. That certain Loan Agreement dated August 12, 1998 between Debtor and
Beneficiary for a loan ("Loan") to Debtor in the maximum amount of
$1,650,000.00.
b. One or more of those certain Promissory Notes, all of different dates,
and all of which in the aggregate do not exceed the maximum Loan amount of
$1,650,000.00, which the Debtor has executed or will execute in favor of the
Beneficiary pursuant to the Loan Agreement; and
c. The term "Obligations" does not include any obligations owed by Debtor
to Heng Fung Finance Company Limited pursuant to that certain Loan Agreement
between them dated August 12, 1998, but effective for all purposes as of May 7,
1998.
5. Guaranteed Amount. Up to $1,500,000.00 of all Obligations.
6. Guaranty and Indemnification.
a. For value received, and in consideration of and as an inducement for the
financial accommodations (the term financial accommodations is used in its most
comprehensive sense to include any transaction or arrangement resulting in a
debtor-creditor transaction) heretofore or at any time hereafter extended by the
Beneficiary to or for the account of Debtor, Guarantor hereby unconditionally
guarantees the prompt payment of the Obligations to the extent of the Guaranteed
Amount, upon demand, when due, by reason of acceleration or otherwise, including
interest on the principal amount thereof as are provided for in any applicable
promissory note.
b. Guarantor further agrees to indemnify the Beneficiary for all expenses,
including without limitation reasonable attorneys' fees, court costs and related
legal expenses, incurred by the Beneficiary in endeavoring to collect the
Guaranteed Amount, or any part thereof from the Guarantor, or enforcing this
Guaranty.
c. The right of recovery against Guarantor under this Guaranty is in
addition to Guarantor's liability under any other obligations or guarantees of
Guarantor for the benefit of the Beneficiary; and such right of recovery shall
exist notwithstanding any right or power of Debtor or anyone else to assert any
claim or defense as to the genuineness, regularity, validity or enforceability
of any of the Obligations, any collateral security therefor or any other
Guaranty thereof.
d. Notwithstanding any other provision herein, the right to recovery
against the Guarantor under this Guaranty shall exclude (i) the right to
foreclose upon, collect or otherwise assert a claim, judgment or lien of any
type against, the real property owned by Guarantor that is identified by the
<PAGE>
following Jefferson County, Colorado Schedule Number, to wit: 034099, 034041,
407933, 199704, 131585, 407936 and 143519, and all improvements located on said
parcels; (ii) all home furnishings, artwork and other personal property now or
hereafter located on any of said parcels; (iii) the right to levy upon any
titled vehicle now or hereafter held in Guarantor's name or leased by Guarantor;
(iv) the right to garnish Guarantor's defined benefit profit sharing, 401(k) or
other similar retirement or pension plans adopted by Debtor; (v) the right to
garnish or withhold Guarantor's salary from Debtor; and (vi) the right to levy
upon any insurance proceeds payable upon the death of Guarantor or in respect to
casualty, loss or damage of any of the property described in this paragraph 6.d.
7. Rights of Beneficiary. Guarantor hereby agrees that Beneficiary may, at its
option, without notice to or further consent of Guarantor, take any of the
following actions:
a. sell, assign or transfer any of the Obligations of Debtor to Beneficiary
in which case;
(1) each subsequent holder shall have the same rights, powers and
benefits hereunder as the Beneficiary;
(2) the Beneficiary shall have a prior and unimpaired right to enforce
this Guaranty for the benefit of the Beneficiary as to so much of the
Obligations as shall remain;
(3) the Beneficiary may assign or deliver any property held as
security for the Obligations and the subsequent holder shall have the same
rights, powers and benefits as to the security as the Beneficiary; and
(4) the Beneficiary shall be fully discharged from all responsibility
with respect to any such property assigned or delivered;
b. renew, from time to time, for any period, all or any part of the
Obligations;
c. extend or accelerate or otherwise change, from time to time, the time
for payment of all or any part of the Obligations;
d. retain or obtain, in addition to this Guaranty, a security interest in
any property of to secure all or any part of the Obligations;
e. retain the primary or secondary liability of any party in addition to
Guarantor with respect to all or any part of the Obligations;
f. release their security interest, if any, in any property securing any of
the Obligations, permit any substitution or exchange for any such property, or
fail to perfect or continue to perfect any security interest for any such
property;
g. release or compromise any liability of any other Guarantor or any other
party with respect to the Obligations or any security therefor;
h. create Obligations in excess of the Guaranteed Amount; and
i. amend, modify, delete or add any term or condition of or to any of the
Obligations.
Except as otherwise specifically noted, the terms of this Section 7 shall apply
to all Obligations.
8. Waivers by Guarantor. Guarantor hereby expressly waives:
a. notice of acceptance of this Guaranty;
b. notice of the existence or creation of all or any part of the
Obligations;
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c. notice of termination as to future liability given by any other
guarantor;
d. notice of demand, advertisement or notice of time or place of sale of
any collateral securing any of the Obligations;
e. all presentments, demands for performance, notices of nonperformance,
protests and all other notices whatsoever;
f. any right to acquire the Beneficiary' power;
g. any right to contest the enforcement of this Guaranty by virtue of any
statute of limitations or other law varying the terms of this Guaranty; and
h. any other defense available to Guarantor at law or in equity.
9. Extent of Liability; Remedies.
a. Guarantor's guaranty of the Obligations hereunder shall be continuing
and shall only be reduced by payments upon the Obligations made by Debtor or any
person or through realization upon any collateral that may be pledged to secure
the Obligations.
b. Upon default, any indebtedness of Debtor to Guarantor, if the
Beneficiary so request, shall be collected, enforced and received by Guarantor
as trustee for the Beneficiary but without reducing or in any manner affecting
the liability of Guarantor under any other provision of this Guaranty.
c. In addition to all liens upon, and right to setoff against the property
of Guarantor existing under law, the Beneficiary may, upon ten days notice from
Beneficiary to Guarantor of Debtor's failure to satisfy any of the Obligations,
appropriate and apply toward the payment of such amount, in such order of
application as the Beneficiary may elect, any property or funds of Guarantor,
including balances, credits, deposits, accounts or moneys in the possession or
control of the Beneficiary, for any purpose. Guarantor hereby grants a security
interest to the Beneficiary in such property and funds.
d. No delay or neglect on the part of the Beneficiary in the exercise of
any right or remedy existing under law or by virtue of this Guaranty shall
operate as a waiver thereof, but such rights and remedies shall continue in full
force and effect until specifically waived or released by an instrument in
writing executed by the Beneficiary and designated as a waiver or release; and
no single or partial exercise by the Beneficiary of any right or remedy shall
preclude further exercise thereof or the exercise of any other right or remedy.
e. No action of the Beneficiary permitted hereunder shall in any way impair
or affect this Guaranty.
10. Evidence of Indebtedness. The possession by the Beneficiary of any of the
Obligations, or written evidence of it, shall be conclusive as to the fact that
it is one of the obligations covered hereunder and that full value was given by
the Beneficiary therefor, unless direct written evidence to the contrary is
produced. Any accounts settled or stated by or between the Beneficiary and
Debtor or admitted by Debtor may be adduced by the Beneficiary in any proceeding
in which this Guaranty is in issue and shall be received as conclusive evidence
against Guarantor of the amount thereby appearing due from Debtor to the
Beneficiary and shall not be open to dispute or question by Guarantor. It shall
not be necessary for the Beneficiary to inquire into the powers of Debtor or the
officers, directors, partners or agents acting or purporting to act on its
behalf, and any Obligations created in reliance upon the professed exercise of
such powers shall be covered by this Guaranty.
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11. Termination of Guaranty. This Guaranty shall not be terminated in any manner
and shall remain in full force and effect and be binding upon Guarantor and
relied upon by the Beneficiary until the Obligations have been satisfied in
full. Notwithstanding the foregoing, in the event Guarantor's employment is
terminated by Debtor for any reason except for gross negligence and willful
malfeasance or misfeasance, then this Guaranty shall terminate and be of no
further force and effect.
12. General.
a. The terms "Debtor," "Guarantor," "Beneficiary," "Obligations" and
"Guaranteed Amount" are defined in Sections 1 through 5, respectively.
b. Any consent, notice or other communication required or contemplated by
this Guaranty shall be in writing, and shall be deemed given immediately, if
hand delivered or mailed, postage prepaid, to either party hereto at the address
given on the front page of this Guaranty. Any notice or option provided for the
benefit of the Beneficiary or required to be given by the Beneficiary may be
given or exercised by any one Beneficiary.
c. This Guaranty shall be binding upon Guarantor and Guarantor's heirs,
personal representatives, successors and assigns.
d. If there is more than one Guarantor, all of the terms and conditions of
this Guaranty shall apply to each of them and all such Guarantors shall be
jointly and severally obligated hereunder.
e. All words used herein in the singular shall be deemed to have been used
in the plural where the content and construction so require.
f. This Guaranty shall be construed under and governed by the laws of
Colorado.
g. Whenever possible each provision of this Guaranty shall be interpreted
in such manner as to be effective and valid, but if any provision of this
Guaranty shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Guaranty.
13. Jurisdiction and Venue. At the option of the Beneficiary, an action may be
brought to enforce this Guaranty in the District Court in and for the City and
County of Denver, State of Colorado, in the United States District Court for the
District of Colorado or in any other court in which venue and jurisdiction are
proper. Guarantor hereby consents to venue and jurisdiction in the District
Court in and for the City and County of Denver, State of Colorado and in the
United States District Court for the District of Colorado in any action
commenced to enforce this Agreement.
Date:
---------------------------
/s/ Michael I. Ruxin
-----------------------------------------
Michael I. Ruxin, M.D.
Void After 3:30 P.M., Mountain Time, on April 13, 2008
WARRANT TO PURCHASE COMMON SHARES
GLOBAL MED TECHNOLOGIES, INC.
This is to Certify That, FOR VALUE RECEIVED, FRONTEER CAPITAL, INC., 1700
Lincoln Street, 32nd Floor, Denver, Colorado 80203 ("Holder"), is entitled to
purchase, subject to the provisions of this Warrant, from GLOBAL MED
TECHNOLOGIES, INC. ("Company"), a Colorado corporation, at any time until 3:30
P.M., Mountain Time, on April 13, 2008 ("Expiration Date"), 1,000,000 Common
Shares of the Company at a purchase price of $0.25 per common share during the
period this Warrant is exercisable. The number of Common Shares to be received
upon the exercise of this Warrant and the price to be paid for a Common Share
may be adjusted from time to time as hereinafter set forth. The purchase price
of a Common Share in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price." This Warrant is or
may be one of a series of warrants identical in form issued by the Company to
purchase an aggregate of 1,000,000 Common Shares of the Company and the term
"Warrants" as used herein means all such Warrants (including this Warrant). The
Common Shares, as adjusted from time to time, underlying the Warrants are
hereinafter sometimes referred to as "Warrant Shares" and include all Common
Shares that have been issued upon the exercise of the Warrants and all unissued
Common Shares underlying the Warrants.
(a) Exercise of Warrant. This Warrant may be exercised in whole or in
minimum amounts which at the time of exercise would require Holder to deliver to
the Company cash or value of at least $250,000 at any time or from time to time
until the Expiration Date or if the Expiration Date is a day on which banking
institutions are authorized by law to close, then on the next succeeding day
which shall not be such a day, by presentation and surrender hereof to the
Company or at the office of its stock transfer agent, if any, with the Purchase
Form annexed hereto duly executed and accompanied by payment of the Exercise
Price for the number of shares specified in such Form, together with all federal
and state taxes applicable upon such exercise. The Company agrees not to merge,
reorganize or take any action that would terminate this Warrant unless
provisions are made as part of such merger, reorganization or other action which
would provide the holders of this Warrant with an equivalent of this Warrant as
specified in Section (i) hereof. The Company agrees to provide notice to the
Holder that any tender offer is being made for the Company's Common Shares no
later than three business days after the day the Company becomes aware that any
tender offer is being made for the outstanding Common Shares of the Company. If
this Warrant should be exercised in part only, the Company shall, upon surrender
of this Warrant for cancellation, execute and deliver a new Warrant evidencing
the right of the Holder to purchase the balance of the Common Shares purchasable
hereunder. Upon receipt by the Company of this Warrant at the office of the
Company or at the office of the Company's stock transfer agent, in proper form
for exercise and accompanied by the Purchase Form and the Exercise Price, the
Holder shall be deemed to be the holder of record of the Common Shares issuable
upon such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such Common Shares shall
not then be actually delivered to the Holder.
(b) Reservation of Shares. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of this
Warrant such number of Common Shares as shall be required for issuance or
delivery upon exercise of this Warrant.
(c) Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a Common Share called for upon any exercise hereof,
the Company shall, upon receipt by the Company or the Company's stock transfer
agent of the Exercise Price on such fractional share, pay to the Holder an
amount in cash equal to such fraction multiplied by the current market value of
such fractional share, determined as follows:
<PAGE>
(1) If the Common Shares are listed on a national securities exchange
or a foreign exchange, are admitted to unlisted trading privileges on such
an exchange, or are listed for trading on a trading system of the National
Association of Securities Dealers, Inc. ("NASD") such as The Nasdaq
SmallCap Market ("SCM") or the Nasdaq National Market ("NNM") or the OTC
Bulletin Board, then the current value shall be the last reported sale
price of the Common Shares on such an exchange or system on the last
business day prior to the date of exercise of this Warrant or if no such
sale is made on such day, the average of the closing bid prices for the
Common Shares for such day on such exchange or such system shall be used;
or
(2) If the Common Shares are not so listed on such exchange or system
or admitted to unlisted trading privileges, the current value shall be the
average of the last reported bid prices reported by the National Quotation
Bureau, Inc. on the last business day prior to the date of the exercise of
this Warrant; or
(3) If the Common Shares are not so listed or admitted to unlisted
trading privileges and if bid prices are not so reported, the current value
shall be an amount, not less than book value, determined in such reasonable
manner as may be prescribed by the board of directors of the Company.
(d) Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and surrender
hereof to the Company or at the office of its stock transfer agent, if any, for
other Warrants of different denominations entitling the Holder thereof to
purchase (under the same terms and conditions as provided by this Warrant) in
the aggregate the same number of Common Shares purchasable hereunder. This
Warrant may not be sold, transferred, assigned, or hypothecated except in
compliance with federal and state securities laws. Any transfer or assignment
shall be made by surrender of this Warrant to the Company or at the office of
its stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed and with funds sufficient to pay any transfer tax; whereupon 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
promptly be canceled. This Warrant may be divided or combined with other
Warrants which carry the same rights upon presentation hereof at the office of
the Company or at the office of its stock transfer agent, if any, together with
a written notice specifying the names and denominations in which new Warrants
are to be issued and signed by the Holder hereof. The term "Warrant" as used
herein includes any warrants issued in substitution for or replacement of this
Warrant, or into which this Warrant may be divided or exchanged. 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. Subject to such right of indemnification, any such new
Warrant executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.
(e) Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.
(f) Adjustment Provisions.
(1) Adjustments of the Exercise Price.
(A) If the Company subdivides its outstanding Common Shares into
a greater number of Common Shares, the Exercise Price in effect
immediately prior to such subdivision shall be proportionately
2
<PAGE>
reduced. Conversely, if the Company combines its outstanding Common
Shares into a lesser number of Common Shares, the Exercise Price in
effect immediately prior to such combination shall be proportionally
increased. In case of a subdivision or combination, the adjustment of
the Exercise Price shall be made as of the effective date of the
applicable event. A distribution on Common Shares, including a
distribution of Convertible Securities, to shareholders of the Company
on a pro rata basis shall be considered a subdivision of Common Shares
for the purposes of this subsection (1)(A) of this Section, except
that the adjustment will be made as of the record date for such
distribution and any such distribution of Convertible Securities shall
be deemed to be a distribution of the Common Shares underlying such
Convertible Securities.
(B) If the Company shall at any time distribute or cause to be
distributed to its shareholders, on a pro rata basis, cash, assets, or
securities of any entity other than the Company, then the Exercise
Price in effect immediately prior to such distribution shall
automatically be reduced by an amount determined by dividing (x) the
amount (if cash) or the value (if assets or securities) of the
holders' of Warrants (as such term is defined in the first paragraph
hereof) pro rata share of such distribution determined assuming that
all holders of Warrants had exercised their Warrants on the day prior
to such distribution, by (y) the number of Common Shares issuable upon
the exercise of Warrants (as such term is defined in the first
paragraph hereof) by the holders thereof on the day prior to such
distribution.
(3) No Adjustment for Small Amounts. Anything in this Section (f) to
the contrary notwithstanding, the Company shall not be required to give
effect to any adjustment in the Exercise Price unless and until the net
effect of one or more adjustments, determined as above provided, shall have
required a change of the Exercise Price by at least one cent, but when the
cumulative net effect of more than one adjustment so determined shall be to
change the actual Exercise Price by at least one cent, such change in the
Exercise Price shall thereupon be given effect.
(4) Number of Shares Adjusted. Upon any adjustment of the Exercise
Price, the Holder of this Warrant shall thereafter (until another such
adjustment) be entitled to purchase, at the new Exercise Price, the number
of Common Shares, calculated to the nearest full share, obtained by
multiplying the number of Common Shares initially issuable upon exercise of
this Warrant by the Exercise Price specified in the first paragraph hereof
and dividing the product so obtained by the new Exercise Price.
(5) Definitions.
(A) Whenever reference is made in this Section (f) to the
distribution of Common Shares, the term "Common Shares" shall mean the
Common Shares of the Company authorized as of the date hereof and any
other class of stock ranking on a parity with such Common Shares.
However, subject to the provisions of Section (i) hereof, Common
Shares issuable upon exercise hereof shall include only Common Shares
of the class designated as Common Shares of the Company as of the date
hereof.
(B) Whenever reference is made in this Section (f) to the
distribution of Convertible Securities, the term "Convertible
Securities" shall mean options or warrants or rights for the purchase
of Common Shares of the Company or for the purchase of any stock or
other securities convertible into or exchangeable for Common Shares of
the Company.
3
<PAGE>
(6) AntiDilution Provisions.
(A) Adjustments of Exercise Price. If the Company should at any
time or from time to time hereafter issue or sell any of its Common
Shares without consideration or for a consideration per share less
than the Exercise Price in effect immediately prior to the time of
such issue or sale, then forthwith upon such issue or sale, the
Exercise Price shall be automatically adjusted to a price (computed to
the nearest cent) determined by dividing (i) the sum of (x) the number
of Common Shares outstanding immediately prior to such issue or sale
multiplied by the Exercise Price in effect immediately prior to such
issue or sale, and (y) the consideration, if any, received by the
Company upon such issue or sale, by (ii) the total number of Common
Shares outstanding immediately after such issue or sale. For purposes
of this Section (6)(A), the following provisions (i) and (ii) shall
also be applicable:
(i) Rights, Options, or Warrants. In case at any time
hereafter the Company shall in any manner grant any right to
subscribe for or to purchase, or any option or warrant for the
purchase of Common Shares or for the purchase of any stock or
securities convertible into or exchangeable for Common Shares
(such convertible or exchangeable stock or securities being
hereinafter referred to as the "Underlying Convertible
Securities") and if the minimum price per share for which Common
Shares are issuable, pursuant to such rights, options, warrants
or upon conversion or exchange of such Underlying Convertible
Securities (determined by dividing (i) the total amount, if any,
received or receivable by the Company as consideration for the
granting of such rights, options, or warrants plus the minimum
aggregate amount of additional consideration payable to the
Company upon the exercise of such rights, options, or warrants
under the terms of such rights, options, or warrants at the time
of making such computation, plus, in the case of such Underlying
Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable upon the conversion or
exchange thereof under the terms of such Underlying Convertible
Securities at the time of making such computation, by (ii) the
total maximum number of Common Shares issuable pursuant to such
rights, options, or warrants or upon the conversion or exchange
of the total maximum amount of such Underlying Convertible
Securities issuable upon the exercise of such rights, options, or
warrants under the terms of such rights, options, warrants or
Underlying Convertible Securities at the time of making such
computation) shall be less than the Exercise Price in effect
immediately prior to the time of the granting of such rights or
options, then the total maximum number of Common Shares issuable
pursuant to such rights, options, warrants or upon conversion or
exchange of the total maximum amount of such Underlying
Convertible Securities issuable upon the exercise of such rights,
options, or warrants under the terms of such rights, options,
warrants or Underlying Convertible Securities at the time of
making such computation shall (as of the date of granting of such
rights, options, or warrants) be deemed to be outstanding and to
have been issued for said price per share as so determined;
provided, that no further adjustment of the Exercise Price shall
be made upon the actual issue of Common Shares so deemed to have
been issued unless the price per share received by the Company
upon the actual issuance of Common Shares so deemed to be issued
differs from the price per share which was last used to adjust
the Exercise Price or unless by the terms of such rights, options
or warrants or Underlying Convertible Securities the price per
share which the Company will receive upon any such issuance of
Common Shares differs from the price per share which was last
used to adjust the Exercise Price, in either of which events the
4
<PAGE>
Exercise Price shall be adjusted upon the occurrence of either
such event to reflect the new price per share of Common Stock;
and further provided, that, upon the expiration of such rights
(including rights to convert or exchange), options or warrants
(a) the number of shares of Common Stock deemed to have been
issued and outstanding by reason of the fact that they were
issuable pursuant to such rights, options, or warrants (including
rights to convert or exchange) that were not exercised, shall no
longer be deemed to be issued and outstanding, and (b) the
Exercise Price shall forthwith be adjusted to the price which
would have prevailed had all adjustments been made on the basis
of the issue only of the Common Shares actually issued upon the
exercise of such rights, options, or warrants or upon conversion
or exchange of such Underlying Convertible Securities. Such
adjustments upon expiration shall have no effect on Warrants
exercised prior to such expiration.
(ii) Convertible Securities. If the Company shall in any
manner issue or sell any Convertible Securities other than the
rights, options, or warrants described in Section 6(A)(i) hereof
and if the minimum price per share for which Common Shares are
issuable upon conversion or exchange of such Convertible
Securities (determined by dividing (i) the total amount received
or receivable by the Company as consideration for the issue or
sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, payable to the
Company upon the conversion or exchange thereof under the terms
of such Convertible Securities at the time of making such
computation, by (ii) the total maximum number of Common Shares
issuable upon the conversion or exchange of all such Convertible
Securities under the terms of such Convertible Securities at the
time of making such computation) shall be less than the Exercise
Price in effect immediately prior to the time of such issue or
sale, then the total maximum number of Common Shares issuable
upon conversion or exchange of all such Convertible Securities at
the time of making such computation shall (as of the date of the
issue or sale of such Convertible Securities) be deemed to be
outstanding and to have been issued for said price per share as
so determined; provided, that no further adjustment of the
Exercise Price shall be made upon the actual issue of Common
Shares so deemed to have been issued unless the price per share
received by the Company upon the actual issuance of Common Shares
so deemed to be issued differs from the price per share which was
last used to adjust the Exercise Price or unless by the terms of
such Convertible Securities the price per share which the Company
will receive upon any such issuance of Common Shares differs from
the price per share which was last used to adjust the Exercise
Price, in either of which events the Exercise Price shall be
adjusted upon the occurrence of either such event to reflect the
new price per share of Common Shares; and, further provided that
if any such issue or sale of such Convertible Securities is made
upon exercise of any right to subscribe for or to purchase or any
option to purchase any such Convertible Securities for which an
adjustment of the Exercise Price has been or is to be made
pursuant to the provisions of Section 6(A)(i) then no further
adjustment of the Exercise Price shall be made by reason of such
issue or sale unless the price per share received by the Company
upon the conversion or exchange of such Convertible Securities
when actually issued differs from the price per share which was
last used to adjust the Exercise Price or unless by the terms of
such Convertible Securities the price per share which the Company
will receive upon any such issuance of Common Shares upon conve
sion or exchange of such Convertible Securities differs from the
5
<PAGE>
price per share which was last used to adjust the Exercise Price,
in either of which events the Exercise Price shall be adjusted
upon the occurrence of either of such events to reflect the new
price per share of Common Shares; and, further provided, that,
upon the termination of the right to convert or to exchange such
Convertible Securities for Common Shares, (a) the number of
Common Shares deemed to have been issued and outstanding by
reason of the fact that they were issuable upon conversion or
exchange of any such Convertible Securities, which were not so
converted or exchanged, shall no longer be deemed to be issued
and outstanding, and (b) the Exercise Price shall forthwith be
adjusted to the price which would have prevailed had all
adjustments been made on the basis of the issue only of the
number of Common Shares actually issued upon conversion or
exchange of such Convertible Securities. Such adjustments upon
expiration shall have no effect on Warrants exercised prior to
such expiration.
(B) Determination of Issue Price. In case any Common Shares or
Convertible Securities shall be issued for cash, the consideration
received therefor, which shall be the gross sales price for such
security without deducting therefrom any commission or other expenses
paid or incurred by the Company for any underwriting of, or otherwise
in connection with, the issuance thereof, shall be deemed to be the
amount received by the Company therefor. In case any Common Shares or
Convertible Securities shall be issued for a consideration part or all
of which shall be other than cash, then, for the purpose of this
Section (6), the Board of Directors of the Company shall determine the
fair value of such consideration, irrespective of accounting
treatment, and such Common Shares or Convertible Securities shall be
deemed to have been issued for an amount of cash equal to the value so
determined by the Board of Directors. The reclassification of
securities other than Common Shares into securities including Common
Shares shall be deemed to involve the issuance for a consideration
other than cash of such Common Shares immediately prior to the close
of business on the date fixed for the determination of security
holders entitled to receive such Common Shares. In case any Common
Shares or Convertible Securities shall be issued together with other
stock or securities or other assets of the Company for consideration,
the Board of Directors of the Company shall determine what part of the
consideration so received is to be deemed to be consideration for the
issue of such Common Shares or Convertible Securities.
(C) Determination of Date of Issue. In case the Company shall
take a record of the holders of Common Shares for the purpose of
entitling them (i) to receive a dividend or other distribution payable
in Common Shares or in Convertible Securities or (ii) to subscribe for
or purchase Common Shares or Convertible Securities, then such record
date shall be deemed to be the date of the issue or sale of the Common
Shares deemed to have been issued or sold upon the declaration of such
dividend or the making of such other distribution or the date of the
granting of such right of subscription or purchase, as the case may
be.
(D) Treasury Shares. For the purpose of this Section (f), Common
Shares at any relevant time owned or held by, or for the account of,
the Company shall not be deemed outstanding.
(g) Officer's Certificate. Whenever the Exercise Price shall be adjusted as
required by the provisions of Section (f) hereof, the Company shall forthwith
file in the custody of its Secretary or an Assistant Secretary at its principal
office, and with its stock transfer and warrant agent, if any, an officer's
certificate showing the adjusted Exercise Price determined as herein provided
and setting forth in reasonable detail the facts requiring such adjustment. Each
such officer's certificate shall be made available at all reasonable times for
inspection by the Holder and the Company shall, forthwith after each such
adjustment, deliver a copy of such certificate to the Holder.
6
<PAGE>
(h) Notices to Holders. So long as this Warrant shall be outstanding and
unexercised (i) if the Company shall pay any dividend or make any distribution
upon the Common Shares or (ii) if the Company shall offer to the holders of
Common Shares for subscription or purchase by them any shares of stock of any
class or any other rights or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then, in any such case, the Company shall
cause to be delivered to the Holder, at least 10 days prior to the date
specified in (x) or (y) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (x) a record is
to be taken for the purpose of such dividend, distribution or rights, or (y)
such reclassification, reorganization, consolidation, merger, conveyance, lease,
dissolution, liquidation or winding up is to take place and the date, if any is
to be fixed, as of which the holders of Common Shares of record shall be
entitled to exchange their Common Shares for securities or other property
deliverable upon such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.
(i) Reclassification, Reorganization or Merger. In case of any
reclassification, capital reorganization or other change of outstanding Common
Shares of the Company (other than a change in par value, or from par value to no
par value, or from no par value to par value, or as a result of an issuance of
Common Shares by way of dividend or other distribution or of a subdivision or
combination), or in case of any consolidation or merger of the Company with or
into another corporation (other than a merger with a subsidiary in which merger
the Company is the continuing corporation and which does not result in any
reclassification, capital reorganization or other change of outstanding Common
Shares of the class issuable upon exercise of this Warrant) or in case of any
sale or conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety, the Company shall cause effective
provision to be made so that the Holder shall have the right thereafter, by
exercising this Warrant, to purchase the kind and amount of shares of stock and
other securities and property which the Holder would have received upon such
reclassification, capital reorganization or other change, consolidation, merger,
sale or conveyance had this Warrant been exercised prior to the consummation of
such transaction. Any such provision shall include provision for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. The foregoing provisions of this Section (i) shall
similarly apply to successive reclassifications, capital reorganizations and
changes of Common Shares and to successive consolidations, mergers, sales or
conveyances. In the event the Company spins off a subsidiary by distributing to
the shareholders of the Company as a dividend or otherwise the stock of the
subsidiary, the Company shall reserve for the life of this Warrant, shares of
the subsidiary to be delivered to the Holders of the Warrants upon exercise to
the same extent as if they were owners of record of the Warrant Shares on the
record date for distribution of the shares of the subsidiary.
(j) Registration Under the Securities Act of 1933.
(1) On or before September 30, 1998, the Company will file and cause
to become effective a registration statement under the Securities Act of
1933, as amended (the "Act"), registering the Warrants and the Warrant
Shares; provided however, that so long as the Company has used its
reasonable best efforts to file such registration statement and responded
to any comments relating thereto in a timely manner, the Company will not
be in default of its obligations relating to such filing if the
registration statement does not become effective by September 30, 1998.
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<PAGE>
(2) The Company shall:
(A) Supply to each selling Holder a copy of the registration
statement and a reasonable number of copies of the preliminary, final
and other prospectus in conformity with requirements of the Act and
the Rules and Regulations promulgated thereunder and such other
documents as the Holders shall reasonably request.
(B) The Company shall bear the complete cost and expense (other
than any selling commissions relating to the sale of the Warrants and
Warrant Shares, which shall be paid by the sellers thereof) of such
registrations or qualifications except those filed under subsection
(j)(3) which shall be at the Holder(s) cost and expense.
(C) Keep effective such registration statement until all of the
registered Warrant Shares issued by the Company either before or after
the effective date of such registration statement have been publicly
sold under such registration statement.
(D) Use its best efforts to register or qualify the Warrants and
Warrant Shares for sale in those states requested by the person
selling the Warrants or Warrant Shares; provided that, the Company
shall not be required to register or qualify the Warrants and Warrant
Shares for sale in any state in which the sale of the Warrants or
Warrant Shares by the person selling the Warrants or Warrant Shares
would be exempt from having to be registered or qualified in such
state. The determination of whether or not such an exemption exists
shall be made by counsel for the Company and such determination shall
be provided in writing to the person desiring to sell Warrants or
Warrant Shares in a state.
(E) Indemnify and hold harmless each such Holder and each
underwriter, within the meaning of the Act, who may purchase from or
sell for any such Holder, any Warrants or Warrant Shares, from and
against any and all losses, claims, damages, and liabilities
(including but not limited to, any and all expenses whatsoever
reasonably incurred in investigating, preparing, defending or settling
any claim) arising from (i) any untrue or alleged untrue statement of
a material fact contained in any registration statement furnished
pursuant to clause (A) of this subsection, or any prospectus included
therein or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading (unless such untrue statement or
omission or such alleged untrue statement or omission was based upon
information furnished or required to be furnished in writing to the
Company by such Holder or underwriter expressly for use therein),
which indemnification shall include each person, if any, who controls
any such Holder or underwriter within the meaning of the Act;
provided, however, that the Company shall not be so obligated to
indemnify any such Holder or underwriter or controlling person unless
such Holder and underwriter shall at the same time indemnify the
Company, its directors, each officer signing any registration
statement or any amendment to any registration statement and each
person, if any, who controls the Company within the meaning of the
Act, from and against any and all losses, claims, damages and
liabilities (including, but not limited to, any and all expenses
whatsoever reasonably incurred in investigating, preparing, defending
or settling any claim) arising from (i) any untrue or alleged untrue
statement of a material fact contained in any registration statement
or prospectus furnished pursuant to Clause (A) of this subsection, or
(ii) any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, but the indemnity of such Holder, underwriter
or controlling person shall be limited to liability based upon
8
<PAGE>
information furnished, or required to be furnished, in writing to the
Company by such Holder or underwriter or controlling person expressly
for use therein. The Company shall not be liable for amounts paid in
settlement of any such litigation if such settlement was effected
without the consent of the Company. The indemnity agreement of the
Company herein shall not inure to the benefit of any such underwriter
(or to the benefit of any person who controls such underwriter) on
account of any losses, claims, damages, liabilities (or actions or
proceedings in respect thereof) arising from the sale of any of such
Warrants or Warrant Shares by such underwriter to a person if such
underwriter failed to send or give a copy of the prospectus furnished
pursuant to Clause (A) of this subsection, as the same may then be
supplemented or amended (if such supplement or amendment shall have
been furnished to the Holders pursuant to said Clause (A)), to such
person with or prior to the written confirmation of the sale involved.
(3) As a condition to the Company's obligation in subsection (j)(1)
hereof, each Holder shall supply such information as the Company may
reasonably require from such Holder, or any underwriter for such Holders,
for inclusion in such registration statement or posteffective amendment.
(4) The Company's agreements with respect to the Warrants and Warrant
Shares in this Section will continue in effect regardless of the exercise
or surrender of this Warrant.
(5) Any notices or certificates by the Company to the Holder and by
the Holder to the Company shall be deemed delivered if in writing and
delivered personally or sent by certified mail, return receipt requested,
to the Holder, addressed to the Holder at the Holder's address as set forth
on the Warrant or stockholder register of the Company, or, if the Holder
has designated, by notice in writing to the Company, any other address, to
such other address, and, if to the Company, addressed to it at 12600 West
Colfax Avenue, Suite A-500, Lakewood, Colorado 80215-3735. The Company may
change its address by written notice to the Holder.
(k) Transfer to Comply with the Securities Act of 1933. The Company may
cause the following legend, or one similar thereto, to be set forth on the
Warrants and on each certificate representing Warrant Shares or any other
security issued or issuable upon exercise of this Warrant not theretofore
distributed to the public or sold to underwriters for distribution to the public
pursuant to Section (j) hereof; unless legal counsel for the Company is of the
opinion as to any such certificate that such legend, or one similar thereto, is
unnecessary:
"The securities represented by this certificate may not be offered for
sale, sold or otherwise transferred except pursuant to an effective
registration statement made under the Securities Act of 1933 (the
"Act") and under any applicable state securities law, or pursuant to
an exemption from registration under the Act and under any applicable
state securities law, the availability of which is to be established
to the satisfaction of the Company."
(l) Exchange Provisions.
(1) For purposes of this Section (l), this Warrant shall be deemed to
represent the same number of Warrants as there are Warrant Shares
underlying this Warrant. For example, if there are 10,000 Warrant Shares
underlying this Warrant, then for purposes of this Section (l) the Holder
shall be deemed to hold 10,000 Warrants.
(2) For purposes of this Section (l), the following terms shall have
the following meanings:
9
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(A) "Current Market Value of a Warrant Share" shall be the value
of a Warrant Share as determined under Section (c)(1) or (2) hereof
except that the time of the determination thereunder shall be the last
business day prior to the day the Company receives a notice from the
Holder under this Section (l).
(B) "Warrant Value" shall mean the Current Market Value of a
Warrant Share minus or less the Exercise Price payable under this
Warrant as of the close of business on the last business day prior to
the day the Company receives a notice from the Holder under this
Section (l).
(3) The Holder shall have the right to exchange, in a cashless
transaction, all or part of the Holder's Warrants for Common Shares issued
by the Company at anytime prior to the Expiration Date of such Warrants by
providing written notice ("Notice") to the Company. Such Notice shall set
forth the number of Warrants which the Holder elects to exchange for Common
Shares.
(4) Within 10 days after receipt of such Notice by the Company, the
Company shall issue the number of Common Shares of the Company to the
Holder which is determined by dividing the Warrant Value of the Warrants
being exchanged by the Current Market Value of a Warrant Share as of the
date the Notice is received by the Company.
(5) The Holder shall surrender the Warrant which the Holder is
exchanging for Common Shares upon receipt thereof. If the entire Warrant is
being exchanged by the Holder for Common Shares, the Company shall cancel
the entire Warrant. If less than the entire Warrant is being exchanged for
Common Shares, the Company shall issue a new Warrant to the Holder
representing the portion of this Warrant which was not exchanged for Common
Shares.
(m) Applicable Law. This Warrant shall be governed by, and construed in
accordance with, the laws of the state of Colorado.
Dated Effective April 20, 1998.
GLOBAL MED TECHNOLOGIES, INC.
By: /s/ Michael I. Ruxin
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Michael I. Ruxin, Chairman of the Board
and Chief Executive Officer
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PURCHASE FORM
Dated: , 19
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The undersigned hereby irrevocably elects to exercise the Warrant to the
extent of purchasing ____________ shares of Common Shares and hereby makes
payment of $_______________ in payment of the actual exercise price thereof.
INSTRUCTIONS FOR REGISTRATION OF SHARES
Name:
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(Please typewrite or print in block letters)
Address:
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Signature:
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ASSIGNMENT FORM
Dated: , 19
------------- --
FOR VALUE RECEIVED,
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hereby sells, assigns and transfers unto
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Name:
---------------------------------------------------------------------------
(Please typewrite or print in block letters)
Address:
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the right to purchase Common Shares represented by this Warrant to the extent of
Common Shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint, attorney, to transfer the same on the books of the
Company with full power of substitution in the premises.
Signature:
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