================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 22, 1997
------------------
GEOTEK COMMUNICATIONS, INC.
--------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 0-17581 22-2358635
- ------------------------ ------------------------ ---------------------
State or other juris- (Commission File Number) (IRS Employer Identi-
diction of incorporation) fication No.)
102 Chestnut Ridge Road, Montvale, New Jersey 07645
- --------------------------------------------- ----------
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 201-930-9305
------------------
N/A
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
Exhibit Index appears at Page 5
Page 1 of 29 Pages
================================================================================
<PAGE>
Item 5. Other Events
On April 22, 1997, Geotek Communications, Inc. (the "Company") entered
into an agreement with investors affiliated with the Soros Group to
amend (the "Amendment") the terms of their $40,000,000 unsecured Senior Loan
Agreement (the "Credit Facility") and Warrants to purchase 4,210,526 shares of
the Company's Common Stock originally issued in connection therewith (the
"Warrants"), both of which were executed by the parties on April 4, 1996.
Pursuant to the Amendment, the Company will be permitted to borrow funds under
the Credit Facility until April 4, 1999 and will be allowed five years from the
date of its last such borrowing to repay the principal amount owed with respect
thereto, at an interest rate of eight percent (8%) per annum. Prior to the
Amendment, the Company was required to borrow funds under the Credit Facility
before April 4, 1998 and complete repayment within four years of the last such
borrowing, at an interest rate of ten percent (10%) per annum.
In addition, the Company agreed to extend until April 2003 the
expiration date of the Warrants and to reset the exercise price thereof to $6.00
per share. The Warrants, as originally issued on April 4, 1996, expired in April
2001 and were exercisable at $9.50 per share.
Copies of the Amendment and the Warrants are attached hereto as
Exhibits (c)(1) and (c)(2), respectively. The Credit Facility was previously
filed by the Company as an exhibit to the Company's Form 8-K dated April 4,
1996.
-2-
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
(1) Amendment No.1 to Senior Loan Agreement dated April 4, 1996
between Geotek Communications, Inc. and S-C Rig Investments-III,
L.P.
(2) Amended and Restated Warrant to Purchase Common Stock of
Geotek Communications, Inc. dated April 22, 1997.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GEOTEK COMMUNICATIONS, INC.
Date: April 30, 1997 By: /s/ Michael H. Carus
-------------- ---------------------
Name: Michael H. Carus
Title: Vice President and
acting Chief Financial Officer
-4-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No.
- -----------
(c)(1) Amendment No. 1 to Senior Loan Agreement dated April 4, 1996
between Geotek Communications, Inc. and S-C Rig
Investments-III, L.P.
(c)(2) Amended and Restated Warrant to Purchase Common Stock of
Geotek Communications, Inc. dated April 22, 1997.
-5-
<PAGE>
EXHIBIT (c)(1)
AMENDMENT NO. 1 TO SENIOR LOAN AGREEMENT
DATED AS OF APRIL 4, 1996
BETWEEN
GEOTEK COMMUNICATIONS, INC., AS BORROWER
AND
S-C RIG INVESTMENTS-III, L.P., AS LENDER
THIS AMENDMENT NO. 1 TO SENIOR LOAN AGREEMENT (this "Amendment") is
made as of the 22nd day of April, 1997, by and among GEOTEK COMMUNICATIONS,
INC., a Delaware Corporation (the "Borrower"), and S-C RIG INVESTMENTS-III,
L.P., a Delaware limited partnership (the "Lender").
B A C K G R O U N D:
A. The parties hereto entered into a Senior Loan Agreement dated as of the 4th
day of April, 1996 (the "Loan Agreement") pursuant to which the Lender agreed to
extend credit in order to enable the Borrower, under the terms and subject to
the conditions set forth in the Loan Agreement, to borrow up to the sum of Forty
Million Dollars ($40,000,000).
B. The parties have agreed to amend certain provisions of the Loan Agreement as
set forth herein.
A G R E E M E N T:
1. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Loan Agreement.
2. Section 1.15 of the Loan Agreement is amended and restated in its
entirety to read as follows:
"Funding Cutoff Date" means the earlier of (i) April 4, 1999 or
(ii) the date on which the Commitment is otherwise terminated in accordance with
the terms hereof.
3. Section 1.50 of the Loan Agreement is amended and restated in its
entirety to read as follows:
"Warrant" means that certain Amended and Restated Warrant to
Purchase Common Stock dated as of April 22, 1997, amending and restating that
certain Warrant to Purchase Common Stock dated as of April 4, 1996, pursuant to
which the Lender shall have the right to purchase up to 4,210,526 (subject to
adjustments as therein provided) shares of common stock of the Borrower.
<PAGE>
4. Section 2.1 of the Loan Agreement is amended by replacing the entire
third sentence thereof with the following:
"The unpaid principal balance and any accrued but unpaid interest
owing on all Loans shall be payable in full on the earliest of (i) April 4,
2004, (ii) the fifth anniversary of the date on which the last Loan is made
hereunder, or (iii) the date on which the Loans are accelerated pursuant to
Section 7.1 hereof (such earliest date, the "Maturity Date")."
5. Section 2.2 of the Loan Agreement is amended by replacing "ten
percent (10%)" with "eight percent (8%)".
6. Simultaneous with the execution of this Amendment, Lender shall
deliver to Borrower the Warrant to purchase Common Stock of the Company, dated
April 4, 1996, issued to Lender in connection with the original execution of the
Loan Agreement for cancellation and Borrower shall deliver to Lender a duly
executed Warrant in the form attached hereto as Exhibit A.
7. The Borrower represents and warrants to the Lender as follows:
(a) Corporate Existence and Standing. The Borrower is a corporation
duly incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted, except where
the failure to so qualify would not have a Material Adverse Effect.
(b) Authorization and Validity. The Borrower has the corporate
power and authority to execute and deliver this Amendment and the Warrant and to
perform its obligations thereunder. The execution and delivery by the Borrower
of this Amendment and the Warrant and the performance of its obligations
thereunder have been duly authorized by all proper corporate proceedings. The
Obligations constitute the legal, valid and binding obligations of the Borrower,
enforceable in accordance with their respective terms. The full number of
Warrant Shares (as defined in the Warrant) initially issuable upon exercise of
the Warrant have been properly reserved by the Borrower and, upon exercise of
the Warrant, all such Warrant Shares shall be duly and validly issued and shall
constitute fully paid and non-assessable shares of Common Stock of the Borrower.
8. Except as expressly supplemented and/or modified herein, the terms
of the Loan Agreement shall continue in full force and effect.
-2-
<PAGE>
IN WITNESS WHEREOF, the Borrower and Lender have executed this
Amendment as of this 22nd day of April, 1997.
Borrower:
---------
GEOTEK COMMUNICATIONS, INC.
By:
--------------------------------
Name:
Title:
Lender:
-------
S-C RIG INVESTMENTS-III, L.P.
By: S-C Rig Co.
its general partner
By:
--------------------------------
Name:
Title:
-3-
<PAGE>
EXHIBIT (c)(2)
NEITHER THIS AMENDED AND RESTATED WARRANT (THE "WARRANT") NOR THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR
THEREIN MAY BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN
ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE UNITED STATES EXCEPT IN
COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
ANY APPLICABLE STATE SECURITIES LAWS AND THE TERMS AND CONDITIONS HEREOF. THE
HOLDER OF THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE
SUBJECT TO THE RESTRICTIONS HEREIN SET FORTH.
VOID AFTER 5:00 P.M., NEW YORK, NEW YORK TIME, APRIL 4, 2003
***************************************
AMENDED AND RESTATED WARRANT
to
PURCHASE COMMON STOCK
of
GEOTEK COMMUNICATIONS, INC.
AMENDING AND RESTATING THE WARRANT
ORIGINALLY ISSUED ON APRIL 4, 1996
IN CONNECTION WITH THAT CERTAIN SENIOR LOAN AGREEMENT DATED
APRIL 4, 1996 BETWEEN GEOTEK COMMUNICATIONS, INC.
AND S-C RIG INVESTMENTS-III, L.P.
***************************************
This certifies that, for good and valuable consideration, Geotek
Communications, Inc., a Delaware corporation (the "Company"), grants to S-C Rig
Investments - III, L.P., a Delaware limited partnership, or permitted registered
assigns (the "Warrantholder" or "Warrantholders"), the right to subscribe for
and purchase from the Company, at a purchase price of $6.00 per share (the
"Exercise Price"), at any time and from time to time after the date hereof
(i.e., April 22, 1997)(the "Initial Exercise Date"), and to and including 5:00
P.M. New York City time on April 4, 2003 (the "Expiration Date"), Four Million
Two Hundred Ten Thousand Five Hundred and Twenty-six (4,210,526) shares, as such
number of shares may be adjusted from time to time (the "Warrant Shares"), of
the Company's Common Stock, par value $.01 per share (the "Common Stock"),
subject to the provisions and upon the terms and conditions herein set forth.
The Exercise Price and the number of Warrant Shares are subject to adjustment
from time to time as provided in Section 6.
<PAGE>
SECTION 1. Exercise of Warrant; Limitation on Exercise; Payment of Taxes.
1.1 Exercise of Warrant.
(a) Subject to Section 1.2 hereof, the Warrantholder may exercise this
Warrant, in whole or in part at any time and from time to time after the Initial
Exercise Date, by presentation and surrender of this Warrant to the Company at
its principal executive offices or at the office of its stock transfer agent, if
any, with the Subscription Form annexed hereto duly executed and accompanied by
cash payment of the full Exercise Price for each Warrant Share to be purchased.
(b) Upon receipt of this Warrant, with the Subscription Form duly
executed and accompanied by payment of the aggregate Exercise Price for the
Warrant Shares for which this Warrant is then being exercised, the Company shall
cause to be issued certificates for the total number of whole shares of Common
Stock for which this Warrant is being exercised (adjusted to reflect the effect
of the antidilution provisions contained in Section 6 hereof, if any, and as
provided in Sections 5 and 7.8 hereof) in such denominations as are requested
for delivery to the Warrantholder, and the Company shall thereupon deliver such
certificates to the Warrantholder. The stock certificates so delivered shall be
in such denominations as may be specified by the Warrantholder and shall be
issued in the name of the Warrantholder or, if permitted by Section 5 and in
accordance with the provisions thereof, such other name as shall be designated
in the Subscription Form. The Warrantholder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to the Warrantholder. If at the time this Warrant is
exercised, a registration statement is not in effect to register under the
Securities Act the Warrant Shares issuable upon exercise of this Warrant, the
Company may require the Warrantholder to make such customary representations and
deliver such customary opinions of counsel, and may place such customary legends
on certificates representing the Warrant Shares, as may be reasonably required
in the opinion of counsel to the Company to permit the Warrant Shares to be
issued without such registration.
(c) If this Warrant shall have been exercised only in part, the Company
shall, at the time of delivery of the certificates for the Warrant Shares,
deliver to the Warrantholder a new Warrant evidencing the rights to purchase the
remaining Warrant Shares, which new Warrant shall in all other respects be
identical with this Warrant. No adjustments or payments shall be made on or in
respect of Warrant Shares issuable on the exercise of this Warrant for any
regular cash dividends paid or payable to holders of record of Common Stock
prior to the date as of which the Warrantholder shall be deemed to be the record
holder of such Warrant Shares.
1.2 Limitation on Exercise. If this Warrant is not exercised prior to 5:00
P.M. on the Expiration Date (or the next succeeding Business Day, if the
Expiration Date is a Saturday, Sunday or a day on which the New York Stock
Exchange is authorized to close or on which the Company is otherwise closed for
business (a "Nonbusiness Day"), this Warrant, or any new Warrant issued pursuant
to Section 1.1, shall cease to be exercisable and shall become void and
-2-
<PAGE>
all rights of the Warrantholder hereunder shall cease. This Warrant shall not be
exercisable and no Warrant Shares shall be issued hereunder prior to 9:00 a.m.
New York City time on the Initial Exercise Date. In addition, this Warrant shall
not be exercisable at any time that the lender under that certain Senior Loan
Agreement dated as of April 4, 1996 by and between the Company and the initial
holder of this Warrant (as the same has been or hereafter may be amended, the
"Loan Agreement") shall be in material breach of its obligations thereunder or
at any time after a permissible termination of the Loan Agreement resulting
directly from a material breach by such lender thereunder.
1.3 Payment of Exercise Price. Payment of the Exercise Price pursuant to
Section 1.1(a) shall be made to the Company in cash; by certified or official
bank check payable in United States dollars to the order of the Company; or by
any combination of the foregoing.
1.4 Payment of Taxes. The issuance of certificates for Warrant Shares shall
be made without charge to the Warrantholder for any stock transfer or other
issuance tax in respect thereto; provided, however, that the Warrantholder shall
be required to pay any and all taxes which may be payable in respect to any
transfer involved in the issuance and delivery of any certificates for Warrant
Shares in a name other than that of the then Warrantholder as reflected upon the
books of the Company.
SECTION 2. Reservation and Listing of Shares, Etc.
All Warrant Shares which are issued upon the exercise of the rights
represented by this Warrant shall, upon issuance and payment of the Exercise
Price, be validly issued, fully paid and nonassessable without any preemptive
rights, and free from all taxes, liens, security interests, charges and other
encumbrances with respect to the issue thereof other than taxes in respect of
any transfer occurring contemporaneously with such issue. During the period
within which this Warrant may be exercised, the Company shall at all times have
authorized and reserved, and keep available and free from preemptive rights, and
free from all taxes, liens, security interests, charges and other encumbrances
with respect to the issue thereof, a sufficient number of shares of Common Stock
to provide for the exercise of this Warrant, and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the exercise of this Warrant, in addition to such other remedies as shall be
available to a Warrantholder, the Company will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes. In addition, prior to the issuance of any Warrant Shares, the
Company shall at its expense procure the listing of the Warrant Shares (or any
other issues of capital stock issuable upon the exercise of this Warrant if such
other class of capital stock is then so listed) which shall be issued upon
exercise of this Warrant (subject to official notice of issuance) as then may be
required on all stock exchanges or interdealer quotation systems on which the
Common Stock is then listed and shall maintain such listing if and so long as
any shares of the same class shall be listed on such stock exchanges or
interdealer quotation systems. The Company shall, from time to time, take all
such action as may be required to assure that the par value per share of the
Warrant Shares is at all times equal to or less than the then effective Exercise
Price.
-3-
<PAGE>
SECTION 3. Exchange, Loss or Destruction of Warrant.
If permitted by Section 5 and in accordance with the provisions
thereof, upon surrender of this Warrant to the Company with a duly executed
instrument of assignment and funds sufficient to pay any transfer tax, the
Company shall, without charge, execute and deliver a new Warrant of like tenor
in the name of the assignee named in such instrument of assignment and this
Warrant shall promptly be canceled. Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and, in the case of loss, theft or destruction, of such bond or
indemnification as the Company may reasonably require, and, in the case of such
mutilation, upon surrender and cancellation of this Warrant, the Company will
execute and deliver a new Warrant of like tenor. The term "Warrant" as used
herein includes any Warrants issued in substitution or exchange of this Warrant.
SECTION 4. Ownership of Warrant; Certain Rights of Warrantholders.
(a) The Company may deem and treat the person in whose name this
Warrant is registered as the holder and owner hereof (notwithstanding any
notations of ownership or writing hereon made by anyone other than the Company)
for all purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for registration of transfer as provided in
subsection 1.1, Section 3 or Section 5.
(b) Nothing contained in this Warrant shall be construed as conferring
upon the Warrantholder or its transferees the right to vote or to receive
dividends or to consent or to receive notice as a stockholder in respect of any
meeting of stockholders for the election of directors of the Company or of any
other matter, or any rights whatsoever as stockholders of the Company. The
Company shall give notice to the Warrantholder by registered mail if at any time
prior to the expiration or exercise in full of the Warrants, any of the
following events shall occur:
(i) the Company shall authorize the payment of any dividend payable
in any securities upon shares of Common Stock or authorize the making of any
distribution (other than a regular cash dividend paid out of net profits legally
available therefor) to all holders of Common Stock;
(ii) the Company shall authorize the issuance to all holders of
Common Stock of any additional shares of Common Stock or securities that are
convertible into or exercisable for shares of Common Stock ("Common Stock
Equivalents") or of rights, options or warrants to subscribe for or purchase
Common Stock or Common Stock Equivalents or of any other subscription rights,
options or warrants;
(iii) a dissolution, liquidation or winding up of the Company; or
(iv) a capital reorganization or reclassification of the Common
Stock (other than a subdivision or combination of the outstanding Common Stock
and other than a change in the par value of the Common Stock) or any
consolidation or merger of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the
-4-
<PAGE>
continuing corporation and that does not result in any reclassification or
change of Common Stock outstanding) or in the case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety or a tender offer or exchange offer for shares of
Common Stock.
Such giving of notice shall be initiated at least 20 days prior to the
date fixed as a record date or effective date or the date of closing of the
Company's stock transfer books for the determination of the stockholders
entitled to such dividend, distribution, issuance or subscription rights, or for
the determination of the stockholders entitled to vote on such proposed merger,
consolidation, sale, conveyance, dissolution, liquidation or winding up or to
participate in such tender or exchange offer. Such notice shall specify (A) the
date as of which the holders of record of shares of Common Stock to be entitled
to receive any such rights, options, warrants or distribution are to be
determined, or (B) the initial expiration date set forth in any tender offer or
exchange offer for shares of Common Stock or any securities convertible into or
exchangeable for Common Stock, or (C) the date on which any such reorganization,
reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation or winding up is expected to become effective or consummated, and
the date as of which it is expected that holders of record of shares for
securities or other property, if any, deliverable upon such reorganization,
reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation or winding up. Failure to provide such notice shall not affect the
validity of any action taken in connection with such dividend, distribution,
issuance or subscription rights, or proposed merger, consolidation, sale,
conveyance, tender offer, exchange offer, dissolution, liquidation or winding
up.
SECTION 5. Split-Up, Combination, Exchange and Transfer of Warrants.
(a) Subject to the provisions of Section 5(b), this Warrant may be
split up, combined or exchanged for another Warrant or Warrants containing the
same terms to purchase a like aggregate number of Warrant Shares. If the
Warrantholder desires to split up, combine or exchange this Warrant, he, she or
it shall make such request in writing delivered to the Company and shall
surrender to the Company this Warrant and any other Warrants to be so split up,
combined or exchanged. Upon any such surrender for a split up, combination or
exchange, the Company shall execute and deliver to the person entitled thereto a
Warrant or Warrants, as the case may be, as so requested. The Company shall not
be required to effect any split up, combination or exchange which will result in
the issuance of a warrant entitling the Warrantholder to purchase upon exercise
a fraction of a share of Common Stock or a fractional Warrant. The Company may
require such Warrantholder to pay a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any split up,
combination or exchange of Warrants.
(b) Neither this Warrant nor the Warrant Shares may be transferred,
disposed of or encumbered (any such action, a "Transfer") except in accordance
with and subject to the provisions of the Securities Act, any applicable state
securities laws and the rules and regulations promulgated thereunder. If at the
time of a Transfer, a registration statement is not in effect to register this
Warrant or the Warrant Shares, the Company may require the Warrantholder to make
such customary representations and deliver such customary opinions of
-5-
<PAGE>
counsel, and may place such customary legends on certificates representing this
Warrant, as may be reasonably required in the opinion of counsel to the Company
to permit a Transfer without such registration.
SECTION 6. Adjustments of Exercise Price and Number of Warrant Shares
Issuable. The Exercise Price and the number of Warrant Shares issuable upon the
exercise of this Warrant are subject to adjustment from time to time upon the
occurrence of the events enumerated in this Section 6. For purposes of this
Section 6, "Common Stock" means the Common Stock and any other capital stock of
the Company, however designated, for which the Warrants may be exercisable.
(a) Adjustment for Change in Capital Stock.
If the Company:
(i) pays a dividend or makes a distribution on its Common Stock in
shares of its Common Stock;
(ii) subdivides its outstanding shares of Common Stock into a
greater number of shares;
(iii) combines its outstanding shares of Common Stock into a
smaller number of shares;
(iv) makes a distribution on its Common Stock in shares of its
capital stock other than Common Stock; or
(v) issues by reclassification of its Common Stock any shares of
its capital stock,
then the Exercise Price and the number and kind of shares of capital stock of
the Company issuable upon the exercise of this Warrant (as in effect immediately
prior to such action) shall be proportionately adjusted so that the
Warrantholder may receive, upon exercise of this Warrant, the aggregate number
and kind of shares of capital stock of the Company which he would have owned
immediately following such action if this Warrant had been exercised immediately
prior to such action.
The adjustment shall become effective immediately after the record
date, subject to subsection (n) of this Section 6, in the case of a dividend or
distribution and immediately after the effective date in the case of a
subdivision, combination or reclassification.
If after an adjustment, a Warrantholder shall be entitled to receive
shares of two or more classes or series of capital stock of the Company upon
exercise of this Warrant, the Company shall determine the allocation of the
adjusted Exercise Price between the classes or series of capital stock. After
such allocation, the exercise privilege and the Exercise Price of each class or
series of capital stock shall thereafter be subject to adjustment on terms
comparable to those applicable to Common Stock in this Section 6.
-6-
<PAGE>
Such adjustment shall be made successively whenever any event listed
above shall occur.
(b) Adjustment for Rights Issue. If the Company distributes any rights,
options or warrants to all holders of its Common Stock entitling them for a
period expiring within 60 days after the record date mentioned below to purchase
shares of Common Stock or securities convertible into or exercisable or
exchangeable for shares of Common Stock at a price per share less than the
current market price per share (including, in the case of securities convertible
into or exercisable or exchangeable for shares of Common Stock, the
consideration payable for such convertible, exercisable or exchangeable security
and the minimum consideration per share payable upon the conversion, exercise or
exchange of such security into or for Common Stock) on that record date, the
Exercise Price shall be adjusted in accordance with the following formula:
O + N x P
-----
E' = E x M
-----
O + N
where:
E' = the adjusted Exercise Price.
E = the current Exercise Price.
O = the number of shares of Common Stock outstanding on the
record date.
N = the number of additional shares of Common Stock offered.
P = the offering price per share of the additional shares.
M = the current market price per share of Common Stock on the
record date.
The adjustment shall be made successively whenever any such rights,
options or warrants are issued and shall become effective immediately after the
record date for the determination of stockholders entitled to receive the
rights, options or warrants. If at the end of the period during which such
rights, options or warrants are exercisable, not all rights, options or warrants
shall have been exercised, the Exercise Price shall be immediately readjusted to
what it would have been if "N" in the above formula had been the number of
shares actually issued.
(c) Adjustment for Other Distributions. If the Company distributes to
all holders of its Common Stock any of its assets or debt securities or any
rights or warrants to purchase debt securities, assets or other securities of
the Company, the Exercise Price shall be adjusted in accordance with the
following formula:
E' = E x M - F
-----
M
-7-
<PAGE>
where:
E' = the adjusted Exercise Price.
E = the current Exercise Price.
M = the current market price per share of Common Stock on
the record date mentioned in the immediately succeeding
paragraph.
F = the fair market value on the record date of the assets,
securities, rights or warrants applicable to one share of
Common Stock. The Board of Directors shall determine the
fair market value.
The adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the distribution.
This subsection (c) does not apply to:
(i) rights, options or warrants referred to in subsection (b) of
this Section 6, or
(ii) cash dividends or cash distributions paid out of consolidated
current or retained earnings as shown on the books of the Company prepared in
accordance with generally accepted accounting principles other than any
Extraordinary Cash Dividend (as defined below). An "Extraordinary Cash Dividend"
shall be that portion, if any, of the aggregate amount of all cash dividends
paid in any fiscal year which exceeds $25 million. In all cases, the Company
shall give the Warrantholders at least 30 days notice of a record date for any
dividend payment on its Common Stock.
(d) Adjustment for Common Stock Issue. If the Company issues shares of
Common Stock for a consideration per share less than the current market price
per share on the date the Company fixes the offering price of such additional
shares, the Exercise Price shall be adjusted in accordance with the formula:
P
---
E' = E x O + M
-------
A
where:
E' = the adjusted Exercise Price.
E = the then current Exercise Price.
-8-
<PAGE>
O = the number of shares outstanding immediately prior to
the issuance of such additional shares.
P = the aggregate consideration received for the issuance of
such additional shares.
M = the current market price per share on the date the
Company fixes the offering price of such additional
shares.
A = the number of shares outstanding immediately after the
issuance of such additional shares.
The adjustment shall be made successively whenever any such issuance is
made, and shall become effective immediately after such issuance.
This subsection (d) does not apply to:
(i) any of the transactions described in subsections (a), (b) and
(c) of this Section 6,
(ii) the conversion, exercise or exchange of securities convertible
or exchangeable for Common Stock,
(iii) Common Stock issuable upon the exercise of rights or warrants
issued to the holders of Common Stock,
(iv) Common Stock issued to shareholders of any person which merges
into the Company in proportion to their stock holdings of such person
immediately prior to such merger, upon such merger,
(v) Common Stock issued in a bona fide public offering pursuant to
a firm commitment underwriting, or
(vi) Common Stock issued in a bona fide private placement through a
placement agent which is a member firm of the National Association of Securities
Dealers, Inc. (except to the extent that any discount from the current market
price attributable to restrictions on transferability of the Common Stock, as
determined in good faith by the Board of Directors and described in a Board
resolution which shall be filed with the Warrant Agent, shall exceed 20%).
-9-
<PAGE>
(e) Adjustment for Convertible Securities Issue. If the Company issues
any securities convertible into or exercisable or exchangeable for Common Stock
(other than securities issued in transactions described in subsections (a), (b)
and (c) of this Section 6) for a consideration per share (including the minimum
consideration per share payable upon conversion, exercise or exchange of any
securities convertible into or exercisable or exchangeable for Common Stock) of
Common Stock initially deliverable upon conversion, exercise or exchange of such
securities less than the current market price per share on the date the Company
fixes the offering price of such securities, the Exercise Price shall be
adjusted in accordance with this formula:
P
-
E' = E x O + M
-----
O + D
where:
E' = the adjusted Exercise Price.
E = the then current Exercise Price.
O = the number of shares outstanding immediately prior to
the issuance of such securities.
P = the aggregate consideration received for the issuance of such
securities.
M = the current market price per share on the date the
Company fixes the offering price of such securities.
D = the maximum number of shares deliverable upon conversion
or exercise of or in exchange for such securities at the
initial conversion, exercise or exchange rate.
The adjustment shall be made successively whenever any such issuance is
made, and shall become effective immediately after such issuance.
If all of the Common Stock deliverable upon conversion, exercise or
exchange of such securities has not been issued when such securities are no
longer outstanding, then the Exercise Price shall promptly be readjusted to the
Exercise Price which would then be in effect had the adjustment upon the
issuance of such securities been made on the basis of the actual number of
shares of Common Stock issued upon conversion, exercise or exchange of such
securities.
-10-
<PAGE>
This subsection (e) does not apply to:
(i) convertible, exercisable or exchangeable securities issued to
shareholders of any person which merges into the Company, or with a subsidiary
of the Company, in proportion to their stock holdings of such person immediately
prior to such merger, upon such merger,
(ii) convertible, exercisable or exchangeable securities issued in
a bona fide public offering pursuant to a firm commitment underwriting or
pursuant to agreements in effect on the date of issuance of this Warrant,
(iii) convertible, exercisable or exchangeable securities issued in
a bona fide private placement through a placement agent which is a member firm
of the National Association of Securities Dealers, Inc. (except to the extent
that any discount from the current market price attributable to restrictions on
transferability of Common Stock issuable upon conversion, as determined in good
faith by the Board of Directors and described in a Board resolution which shall
be filed with the Trustee, shall exceed 20% of the then current market price) or
(iv) stock options issued to the Company's directors, officers or
employees.
(f) Adjustment for Tender or Exchange Offer. If the Company or any
Subsidiary of the Company consummates a tender or exchange offer for all or any
portion of the Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, to the extent that the cash and value of any
other consideration included in such payment per share of Common Stock
(determined on an as-converted basis in the case of any such convertible,
exercisable or exchangeable securities so tendered or exchanged) exceeds the
average of the Quoted Prices (as defined in subsection (g) of this Section 6) of
the Common Stock for the five consecutive trading days (the "Adjustment Period")
commencing on the first trading day (such trading day, the "First Trading Day")
immediately following the last time tenders or exchanges may be made pursuant to
such tender or exchange offer (the "Expiration Time"), the Exercise Price shall
be adjusted in accordance with this formula:
E' = E x O x M
-----------
P + (A x M)
E' = the adjusted Exercise Price.
E = the current Exercise Price.
O = the number of shares of Common Stock outstanding
immediately prior to the Expiration Time, including, in
the case of any tender or exchange offer in respect of
securities convertible into or exercisable or exchangeable
for Common Stock, any shares of Common Stock issuable upon
the conversion, exercise or exchange of such securities.
-11
<PAGE>
M = the average of the Quoted Prices (as defined in
subsection (g) of this Section 6) of the Common Stock for
the Adjustment Period.
P = the aggregate cash consideration and the fair market
value of any non-cash consideration payable to
stockholders based on the number of shares of Common Stock
(or securities convertible into or exercisable or
exchangeable for Common Stock) tendered or exchanged (and
not withdrawn) in connection with the tender or exchange
offer and accepted by the Company. The Board of Directors
shall determine the fair market value of any non-cash
consideration.
A = the number of shares of Common Stock outstanding at the
time of acceptance by the Company of any shares of Common
Stock (or securities convertible into or exercisable or
exchangeable for Common Stock) so tendered or exchanged
and accepted by the Company, including, in the
case of any tender or exchange offer in respect of
securities convertible into or exercisable or exchangeable
for Common Stock, any shares of Common Stock issuable upon
the conversion, exercise or exchange of such securities.
The adjustment shall be made successively whenever any such tender or
exchange offer is made. To the extent a Warrantholder exercises such holder's
Warrant(s) prior to the conclusion of the Adjustment Period, any adjustment in
the number of Warrant Shares issuable upon exercise of such Warrant(s) shall be
for the benefit of the holder of record of such Warrant(s) at the close of
trading on the First Trading Day.
This subsection (f) does not apply to redemptions of securities
pursuant to redemption provisions contained in the certificate of designation
pertaining to such securities in effect at the time such securities were issued,
whether such redemptions are optional or mandatory.
(g) Current Market Price. In subsections (b), (c), (d) and (e) of this
Section 6, the current market price per share of Common Stock on any date is the
average of the Quoted Prices of the Common Stock for 30 consecutive trading days
commencing 45 trading days before the date in question. The "Quoted Price" of
the Common Stock is the last reported sales price of the Common Stock on any
national securities exchange on which the Common Stock is listed which shall be
for consolidated trading if applicable to such exchange, or if not so listed,
the last reported bid price of the Common Stock. In the absence of one or more
such quotations, the Board of Directors of the Company shall determine the
current market price on such basis as it in good faith considers appropriate.
(h) Consideration Received. For purposes of any computation respecting
consideration received pursuant to subsections (d) and (e) of this Section 6,
the following shall apply:
(i) in the case of the issuance of shares of Common Stock for cash,
the consideration shall be the amount of such cash, provided that in no case
shall any deduction be
-12-
<PAGE>
made for any commissions, discounts or other expenses incurred by the Company
for any underwriting of the issue or otherwise in connection therewith;
(ii) in the case of the issuance of shares of Common Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair market value thereof as determined in good
faith by the Company's Board of Directors (irrespective of the accounting
treatment thereof), whose determination shall be conclusive and described in a
Board resolution; and
(iii) in the case of the issuance of securities convertible into or
exercisable or exchangeable for shares, the aggregate consideration received
therefor shall be deemed to be the consideration received by the Company for the
issuance of such securities plus the additional minimum consideration, if any,
to be received by the Company upon the conversion, exercise or exchange thereof
(the consideration in each case to be determined in the same manner as provided
in clauses (i) and (ii) of this subsection).
(i) When De Minimis Adjustment May Be Deferred. No adjustment in the
Exercise Price need be made unless the adjustment would require an increase or
decrease of at least 1% in the Exercise Price. Any adjustments that are not made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 6 shall be made to the nearest cent
or to the nearest 1/100th of a share, as the case may be.
(j) When No Adjustment Required. No adjustment need be made for a
transaction referred to in subsections (a), (b), (c), (d), (e) or (f) of this
Section 6 if Warrantholders are to participate in the transaction on a basis
and with notice that the Board of Directors determines to be fair and
appropriate in light of the basis and notice on which holders of Common Stock
participate in the transaction.
No adjustment need be made for (i) a transaction referred to in
subsections (b), (d) or (e) of this Section 6 if the below market portion of
such issuances, taken together with the below market portions all other
issuances and with the above market portions of all tender or exchange offers
described in clause (ii) of this paragraph made on and after the date of this
Agreement, is less than 2.0% of the Total Market Capitalization of the Company
(determined by reference to the sum of the percentages of Total Market
Capitalization of the Company attributable to each such transaction on the date
thereof) and (ii) a transaction referred to in subsection (f) of this Section 6
if the above market portion of such tender or exchange offers, taken together
with the above market portions of all other tender or exchange offers and with
the below market portions of all issuances described in clause (i) of this
paragraph made on or after the date of this Agreement, is less than 2.0% of the
Total Market Capitalization of the Company (determined by reference to the sum
of the percentages of Total Market Capitalization of the Company attributable to
each such transaction on the date thereof). For purposes of this Agreement, the
Total Market Capitalization of the Company shall mean as of any day of
determination, the sum of (a) the consolidated indebtedness of the Company and
its subsidiaries on such day plus (b) the product of (i) the Company's aggregate
number of outstanding primary
-13-
<PAGE>
shares of Common Stock on such day (which shall not include any options or
warrants on, or securities convertible or exchangeable into, shares of Common
Stock other than, any shares of preferred stock of the Company, that, as of the
day of determination, cannot, pursuant to the terms thereof as in effect on the
date of this Warrant, be required to be redeemed by the Company in cash), and
(ii) the average closing price of such Common Stock over the 20 consecutive
trading days immediately preceding such day, plus (c) the liquidation value of
any outstanding shares of preferred stock of the Company on such day. If no such
closing price exists with respect to shares of any such class, the value of such
shares for purposes of clause (b) for the preceding sentence shall be determined
by the Company's Board of Directors in good faith.
No adjustment need be made for a change in the par value, or from par
value to no par value, or from no par value to par value, of the Common Stock.
To the extent the Warrants become convertible into cash, no adjustment
need be made thereafter as to the cash. Interest will not accrue on the cash.
(k) Voluntary Reduction. The Company from time to time may, as the
Board of Directors deems appropriate, reduce the Exercise Price by any amount
for any period of time if the period is at least 20 days and if the reduction is
irrevocable during the period; provided that in no event may the Exercise Price
be less than the par value of a share of Common Stock.
Whenever the Exercise Price is reduced, the Company shall mail to
Warrantholders a notice of the reduction. The Company shall mail the notice at
least 15 days before the date the reduced Exercise Price takes effect. The
notice shall state the reduced Exercise Price and the period it will be in
effect.
A voluntary reduction of the Exercise Price pursuant to this Section
6(k), other than a reduction which the Company has irrevocably committed will be
in effect for so long as any Warrants are outstanding, does not change or adjust
the Exercise Price otherwise in effect for purposes of subsections (a), (b),
(c), (d), (e) and (f) of this Section 6.
-14-
<PAGE>
(l) Reorganization of the Company.
(i) If the Company consolidates or merges with or into, or
transfers or leases all or substantially all its assets to, any person, upon
consummation of such transaction this Warrant shall automatically become
exercisable for the kind and amount of securities, cash or other assets which
the holder of a Warrant would have owned immediately after the consolidation,
merger, transfer or lease if the holder had exercised the Warrant immediately
before the effective date of the transaction. Concurrently with the consummation
of such transaction, the corporation formed by or surviving any such
consolidation or merger if other than the Company, or the person to which such
sale or conveyance shall have been made (any such person, the "Successor
Entity"), shall enter into a supplemental agreement so providing and further
providing for adjustments which shall be as nearly equivalent as may be
practical to the adjustments provided for in this Section 6. The Successor
Entity shall mail to the Warrantholder a notice describing the supplemental
agreement. If the issuer of securities deliverable upon exercise of this Warrant
under the supplemental agreement is an affiliate of the formed, surviving,
transferee or lessee corporation, that issuer shall join in the supplemental
agreement.
(ii) If this subsection (l) applies, subsections (a), (b), (c),
(d), (e) and (f) of this Section 6 do not apply.
(m) Company Determination Final. Any determination that the Company or
the Board of Directors must make pursuant to subsection (a), (c), (d), (e), (f),
(g), (h) or (j) of this Section 6 may be challenged in good faith by
Warrantholders that hold Warrants entitling them to purchase at least 50% of the
Warrant Shares (the "Majority Warrantholders") by providing the Company written
notice of such challenge within ten (10) business days of the Company providing
Warrantholders notice of such determination. Any such challenge shall be
resolved by an investment banking firm selected by the Company and reasonably
acceptable to the Majority Warrantholders, which resolution shall be conclusive
and binding on the Company and the Warrantholders.
(n) When Issuance or Payment May Be Deferred. In any case in which this
Section 6 shall require that an adjustment in the Exercise Price be made
effective as of or immediately after a record date for a specified event, the
Company may elect to defer until the occurrence of such event (i) issuing to the
holder of any Warrant exercised after such record date the Warrant Shares and
other capital stock of the Company, if any, issuable upon such exercise over and
above the Warrant Shares and other capital stock of the Company, if any,
issuable upon such exercise on the basis of the Exercise Price prior to such
adjustment and (ii) paying to such holder any amount in cash in lieu of a
fractional share pursuant to Section 7.8 hereof; provided that the Company shall
deliver to such holder a due bill or other appropriate instrument evidencing
such holder's right to receive such additional Warrant Shares, other capital
stock and cash upon the occurrence of the event requiring such adjustment.
-15-
<PAGE>
(o) Adjustment in Number of Shares. Upon each adjustment of the
Exercise Price pursuant to this Section 6, this Warrant shall thereafter
evidence the right to receive upon payment of the adjusted Exercise Price that
number of shares of Common Stock (calculated to the nearest hundredth) obtained
from the following formula:
N' = N x E
---
E'
where:
N' = the adjusted number of Warrant Shares issuable upon
exercise of a Warrant by payment of the adjusted Exercise
Price.
N = the number of Warrant Shares previously issuable upon
exercise of this Warrant by payment of the Exercise Price
prior to adjustment.
E' = the adjusted Exercise Price.
E = the Exercise Price prior to adjustment.
(p) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Exercise Price or number of Warrant Shares
issuable upon exercise hereof pursuant to this Section 6, the Company, at its
expense, shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and prepare and furnish to each Warrantholder a
certificate prepared by the Company (or by a firm of independent public
accountants of recognized standing selected by the Board of Directors of the
Company (who may be the regular auditors of the Company) if such accountants are
required to deliver a similar certificate pursuant to Section 18(a) of that
certain Warrant Agreement dated as of June 30, 1995 by and between the Company
and IBJ Schroder Bank & Trust Company, as Warrant Agent) setting forth such
adjustment or readjustment and showing in reasonable detail the method of
calculation and the facts upon which such adjustment or readjustment is based.
The Company shall, upon the written request at any time of any Warrantholder,
furnish or cause to be furnished to such holder a like certificate setting forth
(i) such adjustment and readjustment, (ii) the Exercise Price at the time in
effect, and (iii) the number of shares of Common Stock and the amount, if any,
of other property which at the time would be received upon the exercise of this
Warrant.
SECTION 7. Miscellaneous.
7.1 Entire Agreement. This Warrant constitutes the entire agreement between
the Company and the Warrantholder with respect to this Warrant and Warrant
Shares.
7.2 Binding Effects; Benefits. This Warrant shall inure to the benefit of
and shall be binding upon the Company, the Warrantholder and holders of Warrant
Shares and their respective heirs, legal representatives, successors and
assigns. Nothing in this Warrant, expressed or implied, is intended to or shall
confer on any person other than the Company, the
-16-
<PAGE>
Warrantholder and holders of Warrant Shares, or their respective heirs, legal
representatives, successors or assigns, any rights, remedies, obligations or
liabilities under or by reason of this Warrant or the Warrant Shares.
7.3 Amendments and Waivers. This Warrant may not be modified or amended
except by an instrument in writing signed by the Company and the Majority
Warrantholders. The Company, any Warrantholder or holders of Warrant Shares may,
by an instrument in writing, waive compliance by the other party with any term
or provision of this Warrant on the part of such other party hereto to be
performed or complied with. The waiver by any such party of a breach of any term
or provision of this Warrant shall not be construed as a waiver of any
subsequent breach.
7.4 Section and Other Headings. The section and other headings contained in
this Warrant are for reference purposes only and shall not be deemed to be a
part of this Warrant or to affect the meaning or interpretation of this Warrant.
7.5 Further Assurances. Each of the Company, the Warrantholders and holders
of Warrant Shares shall do and perform all such further acts and things
(including, without limitation, any required filings under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended) and execute and deliver all such
other certificates, instruments and/or documents (including without limitation,
such proxies and/or powers of attorney as may be necessary or appropriate) as
any party hereto may, at any time and from time to time, reasonably request in
connection with the performance of any of the provisions of this Warrant.
7.6 Notices. All demands, requests, notices and other communications
required or permitted to be given under this Warrant shall be in writing and
shall be deemed to have been duly given if delivered personally or sent by
United States certified or registered first class mail, postage prepaid, to the
parties hereto at the following addresses or at such other address as any party
hereto shall hereafter specify by notice to the other party hereto:
(a) if to the Company, addressed to:
Geotek Communications, Inc.
102 Chestnut Ridge Road
Montvale, New Jersey 07645
Attention: President
(b) if to any Warrantholder or holder of Warrant Shares,
addressed to the address of such person appearing on the books of the Company.
Except as otherwise provided herein, all such demands, requests,
notices and other communications shall be deemed to have been received on the
date of personal delivery thereof or on the third business day after the mailing
thereof.
7.7 Separability. Any term or provision of this Warrant which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of
-17-
<PAGE>
such invalidity or unenforceability without rendering invalid
or unenforceable any other term or provision of this Warrant or affecting the
validity or enforceability of any of the terms or provisions of this Warrant in
any other jurisdiction.
7.8 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 share called for upon any exercise hereof, the
Company shall pay to the Warrantholder an amount in cash equal to such fraction
multiplied by the current market price (as determined as of the date of
exercise, and with reference to the applicable trading market, in accordance
with Section 1.1(a)(ii)) of a share of such stock as of the date of such
exercise.
7.9 Rights of the Holder. The Warrantholder shall not, solely by virtue of
this Warrant, be entitled to any rights of a stockholder of the Company, either
at law or in equity.
7.10 Governing Law; Jurisdiction.
(a) This Warrant shall be governed by and construed in accordance
with the laws of the State of New York, without regard to such State's internal
conflicts of laws principles.
(b) Jurisdiction. With respect to any suit, action or proceeding
relating to this Warrant, the Company irrevocably (i) submits to the
non-exclusive jurisdiction of the courts in the State of New York and the United
States District court located in the Borough of Manhattan in New York City; and
(ii) waives any objection which it may have at any time to the laying of venue
of any such suit, action or proceeding brought in any such court, waives any
claim that any such suit, action or proceeding has been brought in an
inconvenient forum and further waives the right to object with respect to any
such suit, action or proceeding that such court does not have any jurisdiction
over it.
Nothing contained in this Section 7.10 shall limit or impair the right of a
Warrantholder to institute any suit, action, motion or proceeding in any other
court of competent jurisdiction, nor shall the taking of any suit, action or
proceeding in one or more jurisdictions preclude the taking of proceedings in
any other jurisdiction, whether concurrently or not.
(c) Service of Process. The Company irrevocably appoints the following
process agent to receive, for it and on its behalf, service of process in any
suit, action or proceeding relating to this Warrant: CT Corporation System, 1633
Broadway, New York, New York 10019. If for any reason the Company's process
agent is unable to act as such, the Company will promptly notify the
Warrantholders and within thirty (30) days appoint a substitute process agent
acceptable to the Majority Warrantholders. Nothing in this Agreement will affect
the right of a Warrantholder to serve process in any other manner permitted by
law.
-18-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officer.
GEOTEK COMMUNICATIONS, INC.
By: _______________________________________
Name:
Title:
Dated: April 22, 1997
-19-
<PAGE>
ASSIGNMENT
(To be executed only upon assignment of Warrant Certificate)
For value received, ____________________ hereby sells, assigns and
transfers unto _____________________ the within Warrant Certificate, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint _________________ attorney, to transfer said Warrant
Certificate on the books of the within-named Company with respect to the number
of Warrants set forth below, with full power of substitution in the premises:
Name(s) of
Assignee(s) Address No. of Warrant Shares
----------- ------- ---------------------
And if said number of Warrants shall not be all the Warrants represented by the
Warrant Certificate, a new Warrant Certificate is to be issued in the name of
said undersigned for the balance remaining of the Warrants represented by said
Warrant Certificate.
Dated: ________________, 19___
------------------------------------------
Note: The above signature should correspond
exactly with the name on the face of this
Warrant Certificate.
-20-
<PAGE>
SUBSCRIPTION FORM
(To be executed upon exercise of Warrant
pursuant to Section 1.1(a))
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder, ______ shares of Common Stock, as provided for therein, and delivers
payment in full of the Exercise Price in the amount of $ __________ as follows:
Cash $__________
Certified or Official bank check $__________
Please issue a certificate or certificates for such Common Stock
in the name of, and pay any cash for any fractional share to:
Name: _________________________________
Address: _________________________________
_________________________________
_________________________________
Social Security No.: _________________________________
(Please Print Name, Address and Social Security No.)
Signature: ___________________________________
NOTE: The above signature should correspond
exactly with the name on the first page
of this Warrant Certificate or with the
name of the assignee appearing in the
assignment form delivered herewith.
And if said number of shares shall not be all the shares
purchasable under the within Warrant Certificate, a new Warrant Certificate is
to be issued in the name of said undersigned for the balance remaining of the
shares purchasable thereunder rounded up to the next higher number of shares.
-21-
<PAGE>
