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As filed with the Securities and Exchange Commission on April 10, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
INTRANET SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-1652566
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8091 WALLACE ROAD
EDEN PRAIRIE, MINNESOTA 55344
(Address and telephone number of
the Registrant's principal executive offices)
------------------------------
Robert F. Olson
President and Chief Executive Officer
IntraNet Solutions, Inc.
8091 Wallace Road
Eden Prairie, Minnesota 55344
(952) 903-2000
(Name, address and telephone number
of agent for service)
------------------------------
copy to:
Kris Sharpe
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402
------------------------------
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of earlier
effective registration statement for the same offering. [ ]
---------------------
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
-------------------------------
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
--------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ======================== ====================== ===================== =====================
Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered per share (1) price (1) fee
======================== ======================== ====================== ===================== =====================
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 490,805 shares $41.625 $20,429,758 $5,393.46
======================== ======================== ====================== ===================== =====================
</TABLE>
(1) Estimated solely for the purpose of the registration fee pursuant to
Rule 457(c) based on the average of the high and low sales prices per
share of the Registrant's Common Stock on April 4, 2000 as reported on
the Nasdaq National Market.
-------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
================================================================================
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to completion. Dated April 10, 2000.
PROSPECTUS
490,805 SHARES
INTRANET SOLUTIONS, INC.
COMMON STOCK
----------------------
This prospectus relates to shares of our common stock that may
be sold by the selling shareholders named under "Selling Shareholders." We will
not receive any of the proceeds from the sale of those shares.
Our common stock is traded on the Nasdaq National Market under
the symbol "INRS." On April 7, 2000, the last sale price for the common stock,
as reported on the Nasdaq National Market, was $45.75 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 FOR FACTORS YOU SHOULD
CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
---------------------------
, 2000
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INTRANET SOLUTIONS, INC.
We are a leading provider of Web content management solutions for
intranets, extranets and the Internet. Our Xpedio Content Management Suite
offers customers the ability to simplify and automate management of Web content
from all sources. We address an organization's complex needs in publishing,
updating and maintaining its Web sites by providing a comprehensive solution
that eliminates administrative bottlenecks and automatically publishes content
from native formats directly to the Web.
We were incorporated in Minnesota in 1989. Our executive offices are
located at 8091 Wallace Road, Eden Prairie, Minnesota 55344; our telephone
number is 952-903-2000; and our Web site is located at http://www.
intranetsolutions.com. Information contained on our Web site is not part of this
prospectus.
RISK FACTORS
You should consider carefully the following risks before you decide to
buy our common stock. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties also may impair
our business operations. Any of the following risks may cause our business,
financial condition and results of operations to suffer. This could cause the
trading price of our common stock to decline and you may lose all or part of the
money paid to buy our common stock.
WE HAVE A LIMITED OPERATING HISTORY ON WHICH TO EVALUATE OUR PROSPECTS.
Significant sales of our Xpedio Content Management Suite, which includes
Xpedio Content Server, Xpedio Content Publisher and Xpedio Web Asset Management,
began following our acquisition of InfoAccess, Inc. in September 1999.
Accordingly, we have only a limited operating history in our current product
line on which you can base your evaluation of our business and prospects. In
addition, our prospects must be considered in light of the risks and
uncertainties encountered by companies in an early stage of development in new
and rapidly evolving markets. Many of these risks are discussed under the
subheadings below.
FLUCTUATIONS IN OUR OPERATING RESULTS MAY MAKE IT DIFFICULT TO PREDICT OUR
FUTURE PERFORMANCE.
Our revenues and operating results are difficult to predict and may
fluctuate significantly from quarter to quarter. If our quarterly revenues or
operating results fall below the expectations of investors or securities
analysts, the price of our common stock could fall substantially. A large part
of our sales typically occur in the last month of a quarter. If these sales were
delayed from one quarter to the next for any reason, our operating results could
fluctuate dramatically. In addition, our sales cycles may vary, making the
timing of sales difficult to predict. Furthermore, our infrastructure costs are
generally fixed. As a result, modest fluctuations in revenues between quarters
may cause large fluctuations in operating results. These factors all tend to
make the timing of revenues unpredictable and may lead to high period-to-period
fluctuations in operating results.
Our quarterly revenues and operating results may fluctuate for several
additional reasons, many of which are outside of our control, including the
following:
- demand for our products and services;
- the timing of new product introductions and sales of our products and
services;
- unexpected delays in introducing new products and services;
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- increased expenses, whether related to sales and marketing, research and
development or administration;
- changes in the rapidly evolving market for data and content management
solutions;
- the mix of revenues from product licenses and services, as well as the mix
of products licensed;
- the mix of services provided and whether services are provided by our
staff or third-party contractors;
- the mix of domestic and international sales;
- costs related to possible acquisitions of technology or businesses;
- general economic conditions; and
- public announcements by our competitors.
OUR SUCCESS DEPENDS ON OUR ABILITY TO EXPAND OUR SALES FORCE AND DISTRIBUTION
CHANNELS.
To increase our market share and revenues, we must increase the size of our
sales force and the number of our distribution channel partners. Our failure to
do so may have a material adverse effect on our business, operating results and
financial condition. There is intense competition for sales personnel in our
business, and we cannot be sure that we will be successful in attracting,
integrating, motivating and retaining new sales personnel. Our existing or
future distribution channel partners may choose to devote greater resources to
marketing and supporting the products of other companies. In addition, we will
need to resolve potential conflicts among our sales force and distribution
channel partners.
POTENTIAL ACQUISITIONS MAY BE DIFFICULT TO COMPLETE OR TO INTEGRATE AND MAY
DIVERT MANAGEMENT'S ATTENTION.
We may seek to acquire or invest in businesses, products or technologies
that are complementary to our business. If we identify an appropriate
acquisition opportunity, we may be unable to negotiate favorable terms for that
acquisition, successfully finance the acquisition or integrate the new business
or products into our existing business and operations. In addition, the
negotiation of potential acquisitions and the integration of an acquired
businesses or products may divert management time and resources from our
existing business and operations. To finance acquisitions, we may use a
substantial portion of our available cash or we may issue additional securities,
which would cause dilution to our shareholders.
WE MAY NOT BE PROFITABLE IN THE FUTURE.
Our revenues may not grow in future periods, may not grow at past rates and
we may not sustain our recent quarterly profitability (excluding expenses
incurred in connection with the acquisition of InfoAccess in the quarter ended
September 30, 1999). If we do not sustain our recent quarterly profitability,
the market price of our stock may fall. Our ability to sustain our recent
profitable operations depends upon many factors beyond our direct control. These
factors include, but are not limited to:
- the demand for our products;
- our ability to quickly introduce new products;
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- the level of product and price competition;
- our ability to control costs; and
- general economic conditions.
THE INTENSE COMPETITION IN OUR INDUSTRY MAY REDUCE OUR FUTURE SALES AND PROFITS.
The market for our products is highly competitive and is likely to become
more competitive. We may not be able to compete successfully in our chosen
marketplace, which may have a material adverse effect on our business, operating
results and financial condition. Additional competition may cause pricing
pressure, reduced sales and margins, or prevent our products from gaining and
sustaining market acceptance. Many of our current and potential competitors have
greater name recognition, access to larger customer bases, and substantially
more resources than we have. Competitors with greater resources than ours may be
able to respond more quickly than we can to new opportunities, changing
technology, product standards or customer requirements.
WE MAY HAVE DIFFICULTY MANAGING OUR GROWTH.
Any failure to properly manage our growth may have a material adverse effect
on our business, operating results and financial condition. The rapid growth
that we have experienced places significant challenges on our management,
administrative and operational resources. To properly manage this growth, we
must, among other things, implement and improve additional and existing
administrative, financial and operational systems, procedures and controls on a
timely basis. We will also need to expand our finance, administrative and
operations staff. We may not be able to complete the improvements to our
systems, procedures and controls necessary to support our future operations in a
timely manner. Management may not be able to hire, train, integrate, retain,
motivate and manage required personnel and may not be able to successfully
identify, manage and exploit existing and potential market opportunities. In
connection with our expansion, we plan to increase our operating expenses to
expand our sales and marketing operations, develop new distribution channels,
fund greater levels of research and development, broaden services and support
and improve operational and financial systems. Our failure to generate
additional revenue commensurate with an increase in operating expenses during
any fiscal period could have a material adverse effect on our financial results
for that period.
WE DEPEND ON THE INTEGRATION AND CONTINUED SERVICE OF OUR KEY PERSONNEL.
We are a small company and depend greatly on the knowledge and experience of
our senior management team, many of whom have only recently joined us, and other
key personnel. If we fail to quickly integrate our team or lose any of these key
personnel our business, operating results and financial condition could be
materially adversely affected. We must hire additional employees to meet our
business plan and alleviate the negative effect that the loss of a senior
manager could have on us. Our success will depend in part on our ability to
attract and retain additional personnel with the highly specialized expertise
necessary to engineer, design and support our products and services. Like other
software companies, we face intense competition for qualified personnel. We may
not be able to attract or retain such personnel.
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WE HAVE RELIED AND EXPECT TO CONTINUE TO RELY ON SALES OF OUR CONTENT MANAGEMENT
SOFTWARE PRODUCTS FOR OUR REVENUES.
We currently derive all of our revenues from product licenses and services
associated with our suite of content management software products. The market
for content management software products is new and rapidly evolving. We cannot
be certain that a viable market for our products will emerge, or if it does
emerge, that it will be sustainable. If we do not continue to increase revenues
related to our existing products or generate revenues from new products and
services, our business, operating results and financial condition may be
materially adversely affected. We will continue to depend on revenues related to
new and enhanced versions of our software products for the foreseeable future.
Our success will largely depend on our ability to increase sales from existing
products and generate sales from product enhancements and new products. We
cannot be certain that we will be successful in upgrading and marketing our
existing products or that we will be successful in developing and marketing new
products and services. The market for our products is highly competitive and
subject to rapid technological change. Technological advances could make our
products less attractive to customers and adversely affect our business. In
addition, complex software product development involves certain inherent risks,
including risks that errors may be found in a product enhancement or new product
after its release, even after extensive testing, and the risk that discovered
errors may not be corrected in a timely manner.
OUR SUCCESS DEPENDS ON OUR ABILITY TO PROTECT OUR PROPRIETARY TECHNOLOGY.
If we are unable to protect our intellectual property, or incur significant
expense in doing so, our business, operating results and financial condition may
be materially adversely affected. Any steps we take to protect our intellectual
property may be inadequate, time consuming and expensive. We currently have no
patents or pending patent applications. Without significant patent or copyright
protection, we may be vulnerable to competitors who develop functionally
equivalent products. We may also be subject to claims that our current products
infringe on the intellectual property rights of others. Any such claim may have
a material adverse effect on our business, operating results and financial
condition.
We anticipate that software product developers will be increasingly subject
to infringement claims due to growth in the number of products and competitors
in our industry, and the overlap in functionality of products in different
industries. Any infringement claim, regardless of its merit, could be
time-consuming, expensive to defend, or require us to enter into royalty or
licensing agreements. Such royalty or licensing agreements may not be available
on commercially favorable terms, or at all. We are not currently involved in any
intellectual property litigation. However, we have been notified by a
third-party that they believe our Xpedio mark infringes their proprietary
rights. Due to the early stage of this dispute, we are unable to assess the
likelihood that an infringement claim would be successful and we have not
determined how we will respond to this notification. If we are unable to defend
our Xpedio mark, we may be required to cease the use of this mark and to develop
and adopt a new mark.
We rely on trade secret protection, confidentiality procedures and
contractual provisions to protect our proprietary information. Despite our
attempts to protect our confidential and proprietary information, others may
gain access to this information. Alternatively, other companies may
independently develop substantially equivalent information. We have been issued
trademarks for the Intranet Solutions and Intra.doc! marks, and have applied for
trademark registration for the Xpedio mark.
We are not certain whether a trademark will be issued on the Xpedio mark. In
the absence of trademark protection, we may be unable to take advantage of the
brand name recognition we are attempting to build. In addition, even if a
trademark is issued on the Xpedio mark, we cannot be sure that the trademark
will prove valuable to us.
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OUR PRODUCTS MAY NOT BE COMPATIBLE WITH COMMERCIAL WEB BROWSERS AND OPERATING
SYSTEMS.
Our products utilize interfaces that are compatible with commercial Web
browsers. In addition, Xpedio is a server-based system written in Java that
functions in both Windows NT, UNIX and Linux environments. We must continually
modify our products to conform to commercial Web browsers and operating systems.
If our products were to become incompatible with commercial Web browsers and
operating systems, our business would be harmed. In addition, uncertainty
related to the timing and nature of product introductions or modifications by
vendors of Web browsers and operating systems may have a materially adverse
effect on our business, operating results and financial conditions.
WE COULD BE SUBJECT TO PRODUCT LIABILITY CLAIMS IF OUR PRODUCTS FAIL TO PERFORM
TO SPECIFICATIONS.
If software errors or design defects in our products cause damage to
customers' data and our agreements do not protect us from related product
liability claims, our business, operating results and financial condition may be
materially adversely affected. In addition, we could be subject to product
liability claims if our security features fail to prevent unauthorized third
parties from entering our customers intranet, extranet or Internet Web sites.
Our software products are complex and sophisticated and may contain design
defects or software errors that are difficult to detect and correct. Errors,
bugs or viruses spread by third parties may result in the loss of market
acceptance or the loss of customer data. Our agreements with customers that
attempt to limit our exposure to product liability claims may not be enforceable
in certain jurisdictions where we operate.
FUTURE REGULATIONS COULD BE ADOPTED THAT RESTRICT OUR BUSINESS.
Federal, state or foreign agencies may adopt new legislation or regulations
governing the use and quality of Web content. We cannot predict if or how any
future laws or regulations would impact our business and operations. Even though
these laws and regulations may not apply to our business directly, they could
indirectly harm us to the extent that they impact our customers and potential
customers.
SIGNIFICANT FLUCTUATION IN THE MARKET PRICE OF OUR COMMON STOCK COULD RESULT IN
SECURITIES LITIGATION AGAINST US.
In the past, securities class action litigation has been brought against
publicly held companies following periods of volatility in the price of their
securities. If we were subject to such litigation due to volatility in our stock
price, we may incur substantial costs. Such litigation could divert the
attention of our senior management away from our business, which could have a
material adverse effect on our business, operating results and financial
condition.
The market price of our common stock has fluctuated significantly in the
past and may do so in the future. The market price of our common stock may be
affected by each of the following factors, many of which are outside of our
control:
- variations in quarterly operating results;
- changes in estimates by securities analysts;
- changes in market valuations of companies in our industry;
- announcements by us of significant events, such as major sales,
acquisitions of businesses or losses of major customers;
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- additions or departures of key personnel; and
- sales of our equity securities.
OUR PERFORMANCE WILL DEPEND ON THE GROWTH AND ACCEPTANCE OF THE WEB.
Our products are designed to be used with the private intranets, extranets
and the Internet. If the use of these methods of electronic communication does
not grow, our business, operating results and financial condition may be
materially adversely affected. Continued growth in the use of the Web will
require ongoing and widespread interest in its capabilities for communication
and commerce. Its growth will also require maintenance and expansion of the
infrastructure supporting its use and the development of performance
improvements, such as high speed modems. The Web infrastructure may not be able
to support the demands placed on it by continued growth. The ongoing development
of corporate intranets depends on continuation of the trend toward network-based
computing and on the willingness of businesses to reengineer the processes used
to create, store, manage and distribute their data. All of these factors are
outside of our control.
OUR EXISTING SHAREHOLDERS WILL EXERCISE SIGNIFICANT CONTROL OVER INTRANET
SOLUTIONS.
Robert F. Olson, our President and Chief Executive Officer, holds
approximately 12.8% of our outstanding common stock. Accordingly, Mr. Olson is
able to exercise significant control over the affairs of IntraNet Solutions.
Additionally, our directors and executive officers beneficially own
approximately 16.2% of our common stock. These persons will effectively control
IntraNet Solutions and be able to direct its affairs, including approval of the
acquisition or disposition of assets, future issuances of common stock or other
securities and the authorization of dividends on our common stock. Our directors
and executive officers could use their stock ownership to delay, defer or
prevent a change in control of IntraNet Solutions, depriving shareholders of the
opportunity to sell their stock at a price in excess of the prevailing market
price.
SUBSTANTIAL SALES OF OUR COMMON STOCK COULD ADVERSELY AFFECT OUR STOCK PRICE.
The sale, or availability for sale, of substantial quantities of our common
stock may have the effect of depressing its market price by potentially
introducing a large number of sellers into an already volatile market. In
addition, the sale of these shares could impair our ability to raise capital
through the sale of additional equity securities. Approximately 20,657,000
shares of our common stock are outstanding, approximately 17,374,000 of
which are freely tradable or are included in this offering. Another
3,283,000 shares are eligible for sale to the public under Rule 144 of
the Securities Act of 1933. We have outstanding warrants to purchase up to an
aggregate of 653,943 shares of common stock, all of which may be resold pursuant
to currently effective registration statements or are included in this offering.
There are 2,220,251 additional shares subject to outstanding options.
WE CAN ISSUE SHARES OF PREFERRED STOCK WITHOUT SHAREHOLDER APPROVAL, WHICH COULD
ADVERSELY AFFECT THE RIGHTS OF COMMON SHAREHOLDERS.
Our Articles of Incorporation permit us to establish the rights, privileges,
preferences and restrictions, including voting rights, of unissued shares of our
capital stock and to issue such shares without approval from our shareholders.
The rights of holders of our common stock may suffer as a result of the rights
granted to holders of preferred stock that may be issued in the future. In
addition, we could issue preferred stock to prevent a change in control of
IntraNet Solutions, depriving shareholders of an opportunity to sell their stock
at a price in excess of the prevailing market price.
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CERTAIN PROVISIONS OF MINNESOTA LAW MAY MAKE A TAKEOVER OF INTRANET SOLUTIONS
DIFFICULT, DEPRIVING SHAREHOLDERS OF OPPORTUNITIES TO SELL SHARES AT
ABOVE-MARKET PRICES.
Certain provisions of Minnesota law may have the effect of discouraging
attempts to acquire IntraNet Solutions without the approval of our Board of
Directors. Consequently, our shareholders may lose opportunities to sell their
stock for a price in excess of the prevailing market price.
------------------------------
This prospectus contains forward-looking statements based on our
current expectations, assumptions, estimates and projections about our business
and our industry. These forward-looking statements involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of a number of factors, as more
fully described above and elsewhere in this prospectus. We undertake no
obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
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SELLING SHAREHOLDERS
The following table presents the number of outstanding shares of our
common stock beneficially owned by the selling shareholders as of March 31,
2000. The table also presents the maximum number of shares proposed to be sold
by the selling shareholders and the number of shares they will own after the
sales. The percentages are based on 20,657,164 shares outstanding on March 31,
2000.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING AFTER OFFERING (1)
------------------------- -------------------------
PERCENTAGE PERCENTAGE
OF SHARES OF
NAME NUMBER OUTSTANDING OFFERED NUMBER OUTSTANDING
- ----------------------------------- ---------- ------------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Andcor Companies, Inc.(2) 38,420 * % 38,420 -- -- %
Culbertson Family Trust dated 121,150 * 121,150 -- --
February 2, 1996, as amended
W. James Culbertson(3) 303,223 1.5 180,753 122,470 *
Richard M. Dillhoff(4) 203,224 1.0 80,753 122,471 *
Thomas E. Freeman(5) 15,882 * 8,075 7,807 *
Dalene M. Myrick 7,654 * 7,654 -- --
Rita M. Olson(6) 2,700,764 13.0 50,000 2,650,764 12.8
Christopher Reed(2) 4,000 * 4,000 -- --
</TABLE>
- -------------------------
*Less than 1%.
(1) Assumes sale of all shares of the selling shareholders being offered.
(2) Shares issuable upon the exercise of a warrant or warrants.
(3) Includes 122,470 shares issuable upon the exercise of options held by Mr.
Culbertson.
(4) Includes 122,471 shares issuable upon the exercise of options held by Mr.
Dillhoff.
(5) Includes 7,807 shares issuable upon the exercise of options held
by Mr. Freeman.
(6) Includes 50,000 shares issuable upon the exercise of a warrant held by Mrs.
Olson and 2,615,050 shares owned by Mrs. Olson's spouse, in which shares she
disclaims any beneficial interest.
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PLAN OF DISTRIBUTION
The selling shareholders may sell the shares being offered from time to
time in one or more transactions:
- on the Nasdaq National Market or otherwise;
- in the over-the-counter market;
- in negotiated transactions;
- through the writing of options on shares, whether the options are
listed on an options exchange or otherwise; or
- a combination of such methods of sale.
The selling shareholders may sell the shares at market prices
prevailing at the time of sale, at prices related to those market prices or at
negotiated prices. The selling shareholders also may sell the shares pursuant to
Rule 144 adopted under the Securities Act of 1933 as permitted by that Rule. The
selling shareholders may effect transactions by selling shares directly to
purchasers or to or through broker-dealers. The broker-dealers may act as agents
or principals. The broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the selling shareholders or the
purchasers of the shares. The compensation of any particular broker-dealer may
be in excess of customary commissions. The selling shareholders and
broker-dealers that participate with the selling shareholders in the
distribution of shares may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act. Any commissions received by them and any
profit on the resale of shares may be deemed to be underwriting compensation. We
have informed the selling shareholders that the anti-manipulative provisions of
Regulation M promulgated under the Securities Exchange Act of 1934 may apply to
their sales of shares in the market.
Upon notification to us by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale or purchase
of shares, a supplement to this prospectus will be filed, if required,
disclosing:
- the name of the participating broker-dealers;
- the number of shares involved;
- the price at which such shares were sold;
- the commissions paid or discounts or concessions allowed to such
broker-dealers, where applicable;
- that such broker-dealers did not conduct any investigation to
verify the information set out or incorporated by reference in
this prospectus; and
- other facts material to the transaction.
Under separate agreements with Dain Rauscher Incorporated, U.S. Bancorp
Piper Jaffray Inc., Soundview Technology Group, Inc. and Craig-Hallum Capital
Group, Inc., the underwriters of a public offering of our common stock, Mr.
Culbertson, the Culbertson Family Trust dated February 2, 1996, as amended, Mr.
Dillhoff and Mr. Freeman have each agreed not to sell, transfer, grant any third
party the right to purchase, or otherwise dispose of any shares of our common
stock or other securities of ours that they own or acquire, other than shares of
common stock acquired in open market transactions or transferred by gift or will
to immediate family members, until June 7, 2000, without the prior written
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consent of Dain Rauscher Incorporated. The underwriters may, without notice and
in their sole discretion, allow any of the above-named shareholders to dispose
of common stock or other securities prior to June 7, 2000. There are however,
currently no agreements between the underwriters and any of the above-named
shareholders allowing such sales.
We may suspend sales of shares offered by Mr. Culbertson, Mr. Dillhoff,
the Culbertson Family Trust, Mr. Freeman and Ms. Myrick under this prospectus
for a limited time, according to the terms of the agreements under which such
shares were acquired. We will promptly notify the selling shareholders any time
sales of shares are suspended and will promptly notify the selling shareholders
of the termination of any such suspension.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. Our SEC filings
are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the SEC
at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
You can also obtain copies of the documents at prescribed rates by writing to
the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of its Public Reference Room. Our SEC filings are also available at
the office of the National Association of Securities Dealers, Inc. For more
information on obtaining copies of our public filings at the National
Association of Securities Dealers, Inc., you should write to National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
We "incorporate by reference" into this prospectus the information we
file with the SEC, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is an important part of this prospectus and information that we file
subsequently with the SEC will automatically update this prospectus. We
incorporate by reference the documents listed below and any filings we make with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934 after the initial filing of the registration statement that contains
this prospectus and prior to the time that all the securities offered by this
prospectus are sold:
- Annual Report on Form 10-K for the year ended March 31, 1999
(including information specifically incorporated by reference into
our Form 10-K from our 1999 Annual Report to Shareholders and our
definitive Notice and Proxy Statement for our 1999 Annual Meeting
of Shareholders);
- Quarterly Reports on Form 10-Q for the quarters ended June 30,
1999, September 30, 1999 and December 31, 1999;
- Current Report on Form 8-K dated September 16, 1999; -1 Current
Report on Form 8-K, as amended, dated September 29, 1999;
- the consolidated financial statements contained in the prospectus
dated March 9, 2000 filed with the SEC pursuant to Rule 424(b)(4)
under the Securities Act; and
- the description of our common stock contained in the registration
statement on Form 8-A filed on January 28, 1992 and any amendment
or reports filed to update that description.
You may request a copy of these filings (other than an exhibit to a
filing unless that exhibit is specifically incorporated by reference into that
filing) at no cost, by writing to or telephoning us at the following address:
10
<PAGE> 13
Mr. Gregg A. Waldon
Chief Financial Officer, Treasurer and Secretary
IntraNet Solutions, Inc.
8091 Wallace Road
Eden Prairie, Minnesota 55344
(952) 903-2000
You should rely only on the information incorporated by reference or
presented in this prospectus. We have not authorized anyone else to provide you
with different information. We are only offering these securities in states
where the offer is permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the cover page of
this prospectus.
LEGAL OPINIONS
Faegre & Benson LLP, 2200 Norwest Center, Minneapolis, Minnesota 55402
will pass upon the validity of the shares of common stock offered by this
prospectus. Members of Faegre & Benson LLP own 1,500 shares of our common stock.
EXPERTS
Our consolidated financial statements as of March 31, 1999 and March
31, 1998 and for the years then ended included in our prospectus dated March 9,
2000 filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act have
been audited by Grant Thornton LLP, independent certified public accountants, as
indicated in their report thereon, and are incorporated by reference into this
prospectus in reliance upon the authority of such firm as experts in giving such
report. Our consolidated financial statements for the year ended March 31, 1997
included in our prospectus dated March 9, 2000 filed with the SEC pursuant to
Rule 424(b)(4) under the Securities Act were audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon, and are incorporated
by reference into this prospectus in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
11
<PAGE> 14
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the issuance and distribution of
the shares of common Stock being registered hereunder other than underwriting
commissions and expenses, are estimated below.
<TABLE>
<S> <C>
SEC registration fee ...................................... $ 5,393
Nasdaq listing fee ........................................ 17,500
Legal services and expenses ............................... 15,000
Accounting services and expenses .......................... 2,000
Printing fees ............................................. 500
Miscellaneous ............................................. 4,607
-----------
Total $ 45,000
===========
</TABLE>
Except for the SEC registration fee and the Nasdaq listing
fee, all of the foregoing expenses have been estimated. The selling shareholders
will bear fees and disbursements of their own legal counsel and accountants and
transfer taxes. The Registrant will bear all other expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Article 6 of the Company's Amended and Restated Bylaws, the
Company is required to indemnify its directors and officers to the fullest
extent permitted by the laws of the State of Minnesota. Minnesota Statutes
Section 302A.521 requires the Company to indemnify a person made or threatened
to be made a party to a proceeding, by reason of the former or present official
capacity of the person with respect to the Company, against judgments,
penalties, fines, including without limitation, excise taxes assessed against
the person with respect to an employee benefit plan, settlements, and reasonable
expenses, including attorneys' fees and disbursements, if, with respect to the
acts or omissions of the person complained of in the proceeding, such person (1)
has not been indemnified by another organization or employee benefit plan for
the same judgments, penalties, fines, including without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit, and statutory procedure has been followed in the case
of any conflict of interest by a director; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (5)
in the case of acts or omissions occurring in the person's performance in the
official capacity of director or, for a person not a director, in the official
capacity of officer, committee member, employee or agent, reasonably believed
that the conduct was in the best interests of the Company, or in the case of
performance by a director, officer, employee or agent of the Company as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company upon written request, of reasonable expenses in
advance of final disposition in certain instances. A decision as to required
indemnification is made by a majority of the disinterested Board of Directors
present at a meeting at which a disinterested quorum is present, or by a
designated committee of disinterested directors, by special legal counsel, by
the disinterested shareholders, or by a court.
The Company also maintains a director and officer insurance policy to
cover the Company, its directors and its officers against certain liabilities.
II-1
<PAGE> 15
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4.1 Second Amended and Restated Articles of Incorporation(1)
4.2 Amended and Restated Bylaws(2)
4.3 Stock Purchase Warrant, dated December 20, 1996, between the Registrant and Rita M. Olson(3)
4.4 Note Conversion and Subscription Agreement, dated June 6, 1997, between the Registrant and Rita M.
Olson(4)
4.5 Stock Purchase Warrant, dated April 1, 1998, between the Registrant and Andcor Companies, Inc.
4.6 Stock Purchase Warrant, dated June 12, 1998, between the Registrant and Andcor Companies, Inc.
4.7 Stock Purchase Warrant, dated April 1, 1999, between the Registrant and Andcor Companies, Inc.
4.8 Stock Purchase Warrant, dated June 30, 1999, between the Registrant and Christopher Reed
5 Opinion of Faegre & Benson LLP
23.1 Consent of Grant Thornton LLP
23.2 Consent of Grant Thornton LLP
23.3 Consent of Grant Thornton LLP
23.4 Consent of Grant Thornton LLP
23.5 Consent of Ernst & Young LLP
23.6 Consent of Faegre & Benson LLP (contained in Exhibit 5 to this Registration Statement)
24 Powers of Attorney (included on page II-4 of this Registration Statement)
</TABLE>
- ------------------------
(1) Incorporated by reference to the exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the period ending December 31, 1999 (File No.
0-19817).
(2) Incorporated by reference to Exhibit A to the Registrant's Definitive Proxy
Statement on Schedule 14A, filed with the Securities and Exchange
Commission on July 22, 1997 (File No. 0-19817).
(3) Incorporated by reference to Exhibit 10.20 of the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1997 (File No.
0-19817).
(4) Incorporated by reference to Exhibit 10.21 of the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1997 (File No.
0-19817).
II-2
<PAGE> 16
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement, and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the undersigned Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on
April 10, 2000.
INTRANET SOLUTIONS, INC.
(Registrant)
By /s/ Robert F. Olson
------------------------------------------------
Robert F. Olson
Chairman of the Board of Directors, President
and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Robert F. Olson and Gregg A.
Waldon, and each of them (with full power to act alone), as attorneys and agents
for the undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and all amendments
and exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons,
representing a majority of the Board of Directors, in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---------------------------------------- -------------------------------------- -----------------------------------
<S> <C> <C>
/s/ Robert F. Olson
- ----------------------------------------
Robert F. Olson Chairman of the Board of Directors, April 10, 2000
President and Chief Executive
Officer (Principal Executive
Officer and Director)
/s/ Gregg A. Waldon
- --------------------------------------- Chief Financial Officer, Treasurer, April 10, 2000
Gregg A. Waldon Secretary and Director (Principal
Financial Officer and Principal
Accounting Officer)
/s/ Ronald E. Eibensteiner
- --------------------------------------- Director April 10, 2000
Ronald E. Eibensteiner
/s/ Kenneth H. Holec
- --------------------------------------- Director April 10, 2000
Kenneth H. Holec
/s/ Steven C. Waldron
- --------------------------------------- Director April 10, 2000
Steven C. Waldron
</TABLE>
II-4
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Method
Exhibit Description of Filing
------- ----------- ---------
<S> <C> <C>
Incorporated by
4.1 Second Amended and Restated Articles of Incorporation(1)....................... Reference
Incorporated by
4.2 Amended and Restated Bylaws(2)................................................. Reference
4.3 Stock Purchase Warrant Agreement, dated December 20, 1996, between the Incorporated by
Registrant and Rita M. Olson(3)................................................ Reference
4.4 Note Conversion and Subscription Agreement, dated June 6, 1997, between the Incorporated by
Registrant and Rita M. Olson (4) Reference
4.5 Stock Purchase Warrant Agreement, dated April 1, 1998, between the Registrant Filed Electronically
and Andcor Companies, Inc......................................................
4.6 Stock Purchase Warrant, dated June 12, 1998, between the Registrant and Andcor Filed Electronically
Companies,Inc..................................................................
4.7 Stock Purchase Warrant Agreement, dated April 1, 1999, between the Registrant Filed Electronically
and Andcor Companies, Inc......................................................
4.8 Stock Purchase Warrant Agreement, dated June 30, 1999, between the Registrant Filed Electronically
and Christopher Reed...........................................................
5 Opinion of Faegre & Benson LLP................................................. Filed Electronically
23.1 Consent of Grant Thornton LLP.................................................. Filed Electronically
23.2 Consent of Grant Thornton LLP.................................................. Filed Electronically
23.3 Consent of Grant Thornton LLP.................................................. Filed Electronically
23.4 Consent of Grant Thornton LLP.................................................. Filed Electronically
23.5 Consent of Ernst & Young LLP................................................... Filed Electronically
23.6 Consent of Faegre & Benson LLP
(contained in its opinion filed as Exhibit 5 to this Registration Statement)
24 Powers of Attorney
(included on page II-4 of this Registration Statement)
</TABLE>
- ------------------------
(1) Incorporated by reference to the exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the period ending December 31, 1999 (File No.
0-19817).
(2) Incorporated by reference to Exhibit A to the Registrant's Definitive Proxy
Statement on Schedule 14A, filed with the Securities and Exchange
Commission on July 22, 1997 (File No. 0-19817).
(3) Incorporated by reference to Exhibit 10.20 of the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1997 (File No.
0-19817).
(4) Incorporated by reference to Exhibit 10.21 of the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1997 (File No.
0-19817).
<PAGE> 1
EXHIBIT 4.5
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "1933 ACT"), UNDER CHAPTER 80A OF THE MINNESOTA
SECURITIES LAWS OR UNDER THE SECURITIES LAWS OF ANY OTHER STATE AND MAY NOT BE
TRANSFERRED WITHOUT: (i) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER
THE 1933 ACT; MINNESOTA SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER
APPLICABLE STATE; OR (ii) SUCH REGISTRATION.
STOCK PURCHASE WARRANT
To Acquire
12,500 Shares of Common Stock of
INTRANET SOLUTIONS. INC.
No. SW-002
April 1, 1998
This certifies that, for value received, Andcor Companies, Inc., a Minnesota
corporation, is entitled to subscribe for and purchase from IntraNet Solutions,
Inc., a Minnesota corporation (the "Company"), at any time commencing on the
date hereof and on or before 5:00 p.m. Minneapolis, Minnesota time, on April 1,
2003, 12,500 shares of the Company's $.01 par value Common Stock, at the
Purchase Price set forth herein, subject to adjustment as hereinafter set forth.
1. Definitions. For all purposes of this Warrant the following
terms shall have the following meanings:
"Commission" shall mean the Securities and Exchange
Commission, or any other federal agency then administering the
Securities Act.
"Common Stock" shall mean the restricted shares of Common
Stock of the Company, $.01 par value per share.
"Company" shall mean IntraNet Solutions, Inc., a Minnesota
corporation, and any corporation which shall succeed to, or assume, the
obligations of said corporation hereunder.
<PAGE> 2
"Other Securities" shall mean any stock (other than Common
Stock) or other securities of the Company or any other person,
(corporate or otherwise) which the Warrantholders at any time shall be
entitled to receive, or shall have received, upon the exercise of the
Warrants, in lieu of or in addition to Common Stock, or which at any
time shall be issuable or shall have been issued in exchange for or in
replacement of Common Stock or Other Securities.
"Purchase Price" shall mean $6.00 per share of Common Stock
(before adjustments, if any).
"Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder, as
in effect at the time.
"Subscription Form" shall mean the subscription forms attached
hereto or incorporated herein by reference.
"Transfer" shall mean any sale, assignment, pledge or other
imposition of any warrants and/or Warrant Shares, or of any interest in
either thereof, which would constitute a sale thereof within the
meaning of Section 2(3) of the Securities Act.
"Warrant Shares" shall mean the shares of Common Stock
purchase or purchasable by the Warrantholder upon the exercise of the
Warrants pursuant to Section 2 hereof.
"Warrantholder" shall mean the holder or holders of the
Warrants or any related Warrant Shares.
"Warrants" shall mean the Warrants (including this Warrant),
identical as to terms and conditions and date, except as to the number
of shares of Common Stock for which they may be exercised, evidencing
the right to purchase initially an aggregate of 12,500 shares of Common
Stock, and all Warrants issued in exchange, transfer or replacement
thereof.
All terms used in this Warrant which are not defined in Section 1
hereof have the meanings respectively set forth elsewhere in this Warrant.
2. Exercise of Warrant; Issuance of Certificate and Payment for
Warrant Shares. The rights represented by this Warrant may be exercised at any
time on or after the date hereof, and from time to time, prior to expiration
hereof, by the Warrantholder, in whole or in part (but not as to less than 1,000
shares of the Common Stock or as to any fractional share of Common Stock), by:
(a) deliver to the Company of a completed Subscription Form; (b) surrender to
the Company of this Warrant properly endorsed and signature guaranteed; and (c)
delivery to the Company, or its counsel, of a certified or cashiers check made
payable to the Company in an amount equal to the aggregate Purchase Price of the
shares of Common Stock being purchased, at its office in Eden Prairie, Minnesota
(or the office of its counsel or such other office or agency of the Company as
the
2
<PAGE> 3
Company may designate by notice to the holder hereof). The Company agrees
and acknowledges that the shares of Common Stock so purchased shall be deemed to
be issued to the presenting Warrantholder as the record owner of such shares as
of the close of business on the date on which this Warrant, properly endorsed,
and the Subscription Form shall have been surrendered and payment made for such
shares. Upon receipt thereof, the Company shall, as promptly as practicable,
execute or cause to be executed and deliver to the Warrantholder, a certificate
or certificates representing the aggregate number of shares of Common Stock
specified in said Subscription Form. Each stock certificate so delivered shall
be in such denomination as may be requested by the Warrantholder and shall be
registered in the name of the Warrantholder. If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of said stock
certificate or certificates, deliver to the Warrantholder a new Warrant
evidencing the rights of such holder to purchase the remaining shares of Common
Stock covered by this Warrant. The Company shall pay all expenses, taxes and
other charges payable in connection with the preparation, execution and delivery
of stock certificates pursuant to this Section 2, except that, in case any such
stock certificate or certificates shall be registered in a name or names other
than the name of the Warrantholder, funds sufficient to pay all stock transfer
taxes which shall be payable upon the execution and delivery of such stock
certificate or certificates shall be paid by the Warrantholder to the Company at
the time of delivering this Warrant to the Company as mentioned above.
3. Ownership of this Warrant. The Company may deem and treat the
registered Warrantholder as the holder and owner hereof (notwithstanding any
notations of ownership or writing made hereon 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 transfer as provided herein and then only if
such transfer meets the requirements of Section 5 hereof
4. Exchange, Transfer and Replacement. Subject to Section 5
hereof, this Warrant is exchangeable upon the surrender hereof by the
Warrantholder to the Company at its office or agency described in Section 2
hereof for new Warrants of like tenor and date representing in the aggregate the
right to purchase the number of shares purchasable hereunder, each of such new
Warrants to represent the right to purchase such number of shares (not to exceed
the aggregate total number purchasable hereunder) as shall be designated by the
Warrantholder at the time of such surrender. Subject to Section 5 hereof, this
Warrant and all rights hereunder are transferable, in whole or in part, upon the
books of the Company by the Warrantholder in person or by duly authorized
attorney, and a new Warrant of the same tenor and date as this Warrant, but
registered in the name of the transferee, shall be executed and delivered by the
Company upon surrender of this Warrant, duly endorsed, at said office or agency
of the Company. Upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction, or mutilation of this Warrant, and, in
case of loss, theft, or destruction, of indemnity or security reasonably
satisfactory to it, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will make and deliver a new Warrant of like tenor, in
lieu of this Warrant. This Warrant shall be promptly canceled by the Company
upon the surrender hereof in connection with any exchange, transfer or
replacement. The Company shall pay all expenses, taxes (other than stock
transfer taxes), and other charges payable in connection with the preparation,
execution, and delivery of Warrants pursuant to this Section 4.
3
<PAGE> 4
5. Restrictions on Transfer. Notwithstanding any provisions
contained in this Warrant to the contrary, neither this Warrant, nor the Warrant
Shares, shall be transferable except upon the conditions specified in this
Section 5, which conditions are intended, among other things, to ensure
compliance with the provisions of the Securities Act in respect of the transfer
of this Warrant or such Warrant Shares. The holder of this Warrant agrees that
such holder will not transfer this Warrant, nor the related Warrant Shares: (a)
prior to delivery to the Company of an opinion of counsel satisfactory to the
Company and its counsel stating that such transfer is exempt from registration
under the Securities Act and applicable state securities laws; or (b) until
registration of such Warrants and/or Warrant Shares under the Securities Act has
become effective and continues to be effective at the time of such transfer. An
appropriate legend may be endorsed on the Warrants and the certificates
representing the Warrant Shares evidencing these restrictions, and a stop order
may be placed on the Company's transfer records.
6. Antidilution Provisions. The rights granted hereunder are
subject to the following:
(a) Adjustment of Purchase Price. The Purchase Price
shall be subject to adjustment from time to time as hereinafter
provided. Upon each adjustment of the Purchase Price, the Warrantholder
shall thereafter be entitled to purchase, at the Purchase Price
resulting from such adjustment, the number of shares obtained by
multiplying the Purchase Price in effect immediately prior to such
adjustment by the number of shares purchasable pursuant hereto
immediately prior to such adjustment and dividing the product thereof
by the Purchase Price resulting from such adjustment;
(b) Stock Split, Stock Dividends and Reverse Splits. In
case the Company shall at any time divide the outstanding shares of its
Common Stock into a greater number of shares (whether pursuant to a
stock split, stock dividend or otherwise), and conversely, in case the
outstanding shares of its Common Stock shall be combined into a smaller
number of shares, the Purchase Price in effect immediately prior to
such division or combination shall be proportionately adjusted to
reflect the reduction or increase in the value of each such share of
Common Stock;
(c) Reorganization, Consolidation, Merger or Sale of
Assets. If any capital reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of the Company
with another corporation, or the sale of all or substantially all of
its assets to another corporation shall be effected in such a way that
holders of the Company's Common Stock shall be entitled to receive
stock, securities or assets with respect to or in exchange for such
common shares, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, the holder of this
Warrant shall have the right to purchase and receive upon the basis and
upon the terms and conditions specified in this Warrant, and in lieu of
the shares of the Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented
hereby, such shares of stock, other securities or assets as would have
been issued or delivered to the holder of this Warrant if it had
exercised this Warrant and had received such shares of
4
<PAGE> 5
Common Stock prior to such reorganization, reclassification,
consolidation, merger or sale. The Company shall not effect any such
consolidation, merger or sale, unless prior to the consummation thereof
the successor corporation (if other than the Company) resulting from
such consolidation or merger or the corporation purchasing such assets
shall assume by written instrument executed and mailed to the
registered holder of this Warrant at the last address of such holder
appearing on the books of the Company, the obligation to deliver to
such holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be entitled
to purchase;
(d) Other Actions. Provided, however, that the issuance
of additional capital stock of the Company to persons other than the
Warrantholder in a manner not discussed in this Section 6 shall not
result in any adjustment in the Purchase Price or increase in the
number of shares subject to this Warrant; and
(e) Notice. Upon any adjustment of the Purchase Price,
the Company shall give written notice thereof, by first class mail,
postage prepaid, addressed to the registered Warrantholder at the
address of such holder as shown on the books of the Company, which
notice shall state the Purchase Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of this Warrant, setting
forth in reasonable detail the method of calculation and the acts upon
which such calculation is based.
7. Special Agreements of the Company. The Company
covenants and agrees that:
(a) Will Reserve Shares. The Company will reserve and set
apart and have at all times, free from preemptive rights, the number of
shares of authorized but unissued Common Stock deliverable upon the
exercise of the Warrants, and it will have at all times any other
rights or privileges provided for herein sufficient to enable it at any
time to fulfill all of its obligations hereunder;
(b) Will Secure Governmental Approvals. If any shares of
Common Stock required to be reserved for the purposes of exercise of
the Warrants require registration with or approval of any governmental
authority under any federal law (other than the Securities Act) or
under any state law before such shares may be issued upon exercise of
the Warrants, the Company, will, at its exercise of the Warrants, the
Company will, at its expense, as expeditiously as possible, use its
best efforts to cause such shares to be duly registered or approved, as
the case may be;
(c) Will Open Books. The Company will keep its books open
for transfer of any Warrant and/or Warrant Shares except as otherwise
provided by law; and
8. Notices. Any notice or other document required or
permitted to be given or delivered to Warrantholders shall be delivered
or sent by certified mail to each
5
<PAGE> 6
Warrantholder at the last address shown on the books of the Company
maintained for the registry and transfer of the Warrants. Any notice or
other document required or permitted to be given or delivered to the
Company shall be delivered or sent by certified mail to the principal
office of the Company located at 8091 Wallace Road, Eden Prairie,
Minnesota 55344, or such other address as shall have been furnished to
the Warrantholders by the Company.
9. No Rights as Shareholders: Limitation of Liability.
This Warrant shall not entitle any holder hereof to any of the rights
of a shareholder of the Company. No provision hereof, in the absence of
affirmative action by the holder hereof to purchase shares of Common
Stock, and no mere enumeration herein of the rights or privileges of
the holder hereof, shall give rise to any liability of such holder for
the Purchase Price or as a shareholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.
10. Governing Law. This Warrant shall be governed by, and
construed under and in accordance with, the laws of the State of
Minnesota.
11. Miscellaneous. This Warrant and any provision hereof
may be changed, waived, discharged or terminated only by an instrument
in writing signed by the party (or any predecessor in interest thereof)
against which enforcement of the same is sought. The headings in this
Warrant are for purposes of reference only and shall not affect the
meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
a duly authorized officer and attested effective the 1st day of April, 1998.
INTRANET SOLUTIONS, INC.
By: /s/ Jeffrey J. Sjobeck
-------------------------------
Its: Chief Financial Officer
-------------------------------
6
<PAGE> 7
FULL SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER
IF IT DESIRES TO EXERCISE IN FULL THE WITHIN WARRANT
The undersigned hereby exercises the right to purchase the
shares of Common Stock covered by the within Warrant at the date
of this subscription and herewith makes payment of the sum of $
representing the Purchase Price of $6.00 per share in effect at that date.
Certificates for such shares shall be issued in the name of and delivered to the
undersigned, unless otherwise specified by written instructions, signed by the
undersigned and accompanying this subscription. I realize that this is a
speculative venture and that earnings therefrom are uncertain, if they shall
exist at all.
I understand that the Company is issuing these shares to me in
accordance with the exemption from registration under Section 4(2), 4(6) or (3)b
of the Securities Act of 1933 ("Act") afforded to transactions not involving any
public offering and that the aforesaid exemption from registration is not
available if I acquire the shares with a view to distribution of said shares in
a manner prohibited by the provisions of the Act. I represent to the Company and
its counsel that I am a resident of the State of , that I am
acquiring said shares for my own account, and not as nominee for any other
person or entity, for investment and not for distribution. I also acknowledge
receipt of all the detailed information concerning the Company, including
information regarding risks related to the Company, and the Company's
capitalization, properties, management and contracts, that I have considered
necessary to make a fully informed investment decision.
<PAGE> 8
I understand and agree that the stock certificate(s) evidencing the
shares will be stamped with the following legend and that I will comply with the
terms of said legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), BUT HAVE BEEN ISSUED
PURSUANT TO AN EXEMPTION THERETO. THE REGISTERED HOLDER OF SUCH SHARES
HAS AGREED NOT TO EFFECT A DISPOSITION OF SUCH SHARES UNTIL EITHER: (1)
THE HOLDER HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
AND ITS COUNSEL THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED; OR (2)
A REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SHARES AND SUCH
DISPOSITION HAS BECOME EFFECTIVE UNDER THE ACT.
Dated:
----------------------
Signature:
---------------------------------
Address:
---------------------------------
---------------------------------
---------------------------------
SSN or Federal I.D. Number: ---------------
Phone No.:
---------------------------------
Facsimile No.:
-----------------------------
<PAGE> 9
PARTIAL SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER
IF IT DESIRES TO EXERCISE, IN PART, THE WITHIN WARRANT
The undersigned hereby exercises the right to purchase of
the total shares of Common Stock covered by the within Warrant at the date of
this subscription and herewith makes payment of the sum of $
representing the Price of $6.00 per share in effect at this date. Certificates
for such shares and a new Warrant of like tenor and date for the balance of the
shares not subscribed for shall be issued in the name of and delivered to the
undersigned, unless otherwise specified by written instructions, signed by the
undersigned and accompanying this subscription. I realize that this is a
speculative venture and that earnings therefrom are uncertain.
(THE FOLLOWING PARAGRAPH NEEDS BE COMPLETED ONLY IF THE PURCHASE PRICE
AND NUMBER OF SHARES OF COMMON STOCK SPECIFIED IN THE WITHIN WARRANT
HAVE BEEN ADJUSTED PURSUANT TO SECTION 6.)
The shares hereby subscribed for constitute shares of Common Stock (to
the nearest whole share) resulting from adjustment of shares of the
total of shares of Common Stock covered by the within Warrant, as
said shares were constituted at the date of the Warrant.
I understand that the Company is issuing these shares to me in
accordance with the exemption from registration under Section 4(2), 4(6) or 3(b)
of the Securities Act of 1933 ("Act") afforded to transactions not involving any
public offering and that the aforesaid exemption from registration is not
available if I acquire the shares with a view to distribution of said shares in
a manner prohibited by the provisions of the Act. I represent to the Company and
its counsel that I am a resident of the State of , that I am acquiring
said shares for my own account, and not as nominee for any other person or
entity, for investment and not for distribution. I acknowledge receipt of all
the detailed information concerning the Company, including information regarding
risks related to the Company, and the Company's capitalization, properties,
management and contracts, that I have considered necessary to make an informed
investment decision.
<PAGE> 10
I understand and agree that the stock certificate(s) evidencing the
shares will be stamped with the following legend and that I will comply with the
terms of said legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), BUT HAVE BEEN ISSUED
PURSUANT TO AN EXEMPTION THERETO. THE REGISTERED HOLDER OF SUCH SHARES
HAS AGREED NOT TO EFFECT A DISPOSITION OF SUCH SHARES UNTIL EITHER: (1)
THE HOLDER HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
AND ITS COUNSEL THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED; OR (2)
A REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SHARES AND SUCH
DISPOSITION HAS BECOME EFFECTIVE UNDER THE ACT.
Dated:
----------------------
Signature:
---------------------------------
Address:
---------------------------------
---------------------------------
---------------------------------
SSN or Federal I.D. Number:
---------------
Phone No.:
---------------------------------
Facsimile No.:
-----------------------------
<PAGE> 1
EXHIBIT 4.6
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "1933 ACT"), UNDER CHAPTER 80A OF THE MINNESOTA
SECURITIES LAWS OR UNDER THE SECURITIES LAWS OF ANY OTHER STATE AND MAY NOT BE
TRANSFERRED WITHOUT: (I) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER
THE 1933 ACT; MINNESOTA SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER
APPLICABLE STATE; OR (II) SUCH REGISTRATION.
STOCK PURCHASE WARRANT
To Acquire
8,800 Shares of Common Stock of
INTRANET SOLUTIONS. INC.
No. SW-003
June 12, 1998
This certifies that, for value received, Andcor Companies, Inc., a Minnesota
corporation, is entitled to subscribe for and purchase from IntraNet Solutions,
Inc., a Minnesota corporation (the "Company"), at any time commencing on the
date hereof and on or before 5:00 p.m. Minneapolis, Minnesota time, on June 12,
2003, 8,800 shares of the Company's $.01 par value Common Stock, at the Purchase
Price set forth herein, subject to adjustment as hereinafter set forth.
1. Definitions. For all purposes of this Warrant the following terms
shall have the following meanings:
"Commission" shall mean the Securities and Exchange Commission, or
any other federal agency then administering the Securities Act.
"Common Stock" shall mean the restricted shares of Common Stock of
the Company, $.01 par value per share.
"Company" shall mean IntraNet Solutions, Inc., a Minnesota
corporation, and any corporation which shall succeed to, or assume, the
obligations of said corporation hereunder.
<PAGE> 2
"Other Securities" shall mean any stock (other than Common Stock)
or other securities of the Company or any other person, (corporate or
otherwise) which the Warrantholders at any time shall be entitled to
receive, or shall have received, upon the exercise of the Warrants, in
lieu of or in addition to Common Stock, or which at any time shall be
issuable or shall have been issued in exchange for or in replacement of
Common Stock or Other Securities.
"Purchase Price" shall mean $4.50 per share of Common Stock
(before adjustments, if any).
"Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder, as
in effect at the time.
"Subscription Form" shall mean the subscription forms attached
hereto or incorporated herein by reference.
"Transfer" shall mean any sale, assignment, pledge or other
imposition of any warrants and/or Warrant Shares, or of any interest in
either thereof, which would constitute a sale thereof within the
meaning of Section 2(3) of the Securities Act.
"Warrant Shares" shall mean the shares of Common Stock purchase or
purchasable by the Warrantholder upon the exercise of the Warrants
pursuant to Section 2 hereof.
"Warrantholder" shall mean the holder or holders of the Warrants
or any related Warrant Shares.
"Warrants" shall mean the Warrants (including this Warrant),
identical as to terms and conditions and date, except as to the number
of shares of Common Stock for which they may be exercised, evidencing
the right to purchase initially an aggregate of 8,800 shares of Common
Stock, and all Warrants issued in exchange, transfer or replacement
thereof.
All terms used in this Warrant which are not defined in Section 1
hereof have the meanings respectively set forth elsewhere in this Warrant.
2. Exercise of Warrant; Issuance of Certificate and Payment for
Warrant Shares. The rights represented by this Warrant may be exercised at any
time on or after the date hereof, and from time to time, prior to expiration
hereof, by the Warrantholder, in whole or in part (but not as to less than 1,000
shares of the Common Stock or as to any fractional share of Common Stock), by:
(a) deliver to the Company of a completed Subscription Form; (b) surrender to
the Company of this Warrant properly endorsed and signature guaranteed; and (c)
delivery to the Company, or its counsel, of a certified or cashiers check made
payable to the Company in an amount equal to the aggregate Purchase Price of the
shares of Common Stock being purchased, at its office in Eden Prairie, Minnesota
(or the office of its counsel or such other office or agency of the Company as
the
2
<PAGE> 3
Company may designate by notice to the holder hereof). The Company agrees and
acknowledges that the shares of Common Stock so purchased shall be deemed to be
issued to the presenting Warrantholder as the record owner of such shares as of
the close of business on the date on which this Warrant, properly endorsed, and
the Subscription Form shall have been surrendered and payment made for such
shares. Upon receipt thereof, the Company shall, as promptly as practicable,
execute or cause to be executed and deliver to the Warrantholder, a certificate
or certificates representing the aggregate number of shares of Common Stock
specified in said Subscription Form. Each stock certificate so delivered shall
be in such denomination as may be requested by the Warrantholder and shall be
registered in the name of the Warrantholder. If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of said stock
certificate or certificates, deliver to the Warrantholder a new Warrant
evidencing the rights of such holder to purchase the remaining shares of Common
Stock covered by this Warrant. The Company shall pay all expenses, taxes and
other charges payable in connection with the preparation, execution and delivery
of stock certificates pursuant to this Section 2, except that, in case any such
stock certificate or certificates shall be registered in a name or names other
than the name of the Warrantholder, funds sufficient to pay all stock transfer
taxes which shall be payable upon the execution and delivery of such stock
certificate or certificates shall be paid by the Warrantholder to the Company at
the time of delivering this Warrant to the Company as mentioned above.
3. Ownership of this Warrant. The Company may deem and treat the
registered Warrantholder as the holder and owner hereof (notwithstanding any
notations of ownership or writing made hereon 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 transfer as provided herein and then only if
such transfer meets the requirements of Section 5 hereof
4. Exchange, Transfer and Replacement. Subject to Section 5 hereof,
this Warrant is exchangeable upon the surrender hereof by the Warrantholder to
the Company at its office or agency described in Section 2 hereof for new
Warrants of like tenor and date representing in the aggregate the right to
purchase the number of shares purchasable hereunder, each of such new Warrants
to represent the right to purchase such number of shares (not to exceed the
aggregate total number purchasable hereunder) as shall be designated by the
Warrantholder at the time of such surrender. Subject to Section 5 hereof, this
Warrant and all rights hereunder are transferable, in whole or in part, upon the
books of the Company by the Warrantholder in person or by duly authorized
attorney, and a new Warrant of the same tenor and date as this Warrant, but
registered in the name of the transferee, shall be executed and delivered by the
Company upon surrender of this Warrant, duly endorsed, at said office or agency
of the Company. Upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction, or mutilation of this Warrant, and, in
case of loss, theft, or destruction, of indemnity or security reasonably
satisfactory to it, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will make and deliver a new Warrant of like tenor, in
lieu of this Warrant. This Warrant shall be promptly canceled by the Company
upon the surrender hereof in connection with any exchange, transfer or
replacement. The Company shall pay all expenses, taxes (other than stock
transfer taxes), and other charges payable in connection with the preparation,
execution, and delivery of Warrants pursuant to this Section 4.
3
<PAGE> 4
5. Restrictions on Transfer. Notwithstanding any provisions contained
in this Warrant to the contrary, neither this Warrant, nor the Warrant Shares,
shall be transferable except upon the conditions specified in this Section 5,
which conditions are intended, among other things, to ensure compliance with the
provisions of the Securities Act in respect of the transfer of this Warrant or
such Warrant Shares. The holder of this Warrant agrees that such holder will not
transfer this Warrant, nor the related Warrant Shares: (a) prior to delivery to
the Company of an opinion of counsel satisfactory to the Company and its counsel
stating that such transfer is exempt from registration under the Securities Act
and applicable state securities laws; or (b) until registration of such Warrants
and/or Warrant Shares under the Securities Act has become effective and
continues to be effective at the time of such transfer. An appropriate legend
may be endorsed on the Warrants and the certificates representing the Warrant
Shares evidencing these restrictions, and a stop order may be placed on the
Company's transfer records.
6. Antidilution Provisions. The rights granted hereunder are subject
to the following:
(a) Adjustment of Purchase Price The Purchase Price shall be
subject to adjustment from time to time as hereinafter provided. Upon
each adjustment of the Purchase Price, the Warrantholder shall
thereafter be entitled to purchase, at the Purchase Price resulting
from such adjustment, the number of shares obtained by multiplying the
Purchase Price in effect immediately prior to such adjustment by the
number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Purchase Price
resulting from such adjustment;
(b) Stock Split, Stock Dividends and Reverse Splits. In case the
Company shall at any time divide the outstanding shares of its Common
Stock into a greater number of shares (whether pursuant to a stock
split, stock dividend or otherwise), and conversely, in case the
outstanding shares of its Common Stock shall be combined into a smaller
number of shares, the Purchase Price in effect immediately prior to
such division or combination shall be proportionately adjusted to
reflect the reduction or increase in the value of each such share of
Common Stock;
(c) Reorganization, Consolidation, Merger or Sale of Assets. If
any capital reorganization or reclassification of the capital stock of
the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to
another corporation shall be effected in such a way that holders of the
Company's Common Stock shall be entitled to receive stock, securities
or assets with respect to or in exchange for such common shares, then,
as a condition of such reorganization, reclassification, consolidation,
merger or sale, the holder of this Warrant shall have the right to
purchase and receive upon the basis and upon the terms and conditions
specified in this Warrant, and in lieu of the shares of the Common
Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented hereby, such shares of
stock, other securities or assets as would have been issued or
delivered to the holder of this Warrant if it had exercised this
Warrant and had received such shares of
4
<PAGE> 5
Common Stock prior to such reorganization, reclassification,
consolidation, merger or sale. The Company shall not effect any such
consolidation, merger or sale, unless prior to the consummation thereof
the successor corporation (if other than the Company) resulting from
such consolidation or merger or the corporation purchasing such assets
shall assume by written instrument executed and mailed to the
registered holder of this Warrant at the last address of such holder
appearing on the books of the Company, the obligation to deliver to
such holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be entitled
to purchase;
(d) Other Actions. Provided, however, that the issuance of
additional capital stock of the Company to persons other than the
Warrantholder in a manner not discussed in this Section 6 shall not
result in any adjustment in the Purchase Price or increase in the
number of shares subject to this Warrant; and
(e) Notice. Upon any adjustment of the Purchase Price, the
Company shall give written notice thereof, by first class mail, postage
prepaid, addressed to the registered Warrantholder at the address of
such holder as shown on the books of the Company, which notice shall
state the Purchase Price resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at
such price upon the exercise of this Warrant, setting forth in
reasonable detail the method of calculation and the acts upon which
such calculation is based.
7. Special Agreements of the Company. The Company covenants and
agrees that:
(a) Will Reserve Shares. The Company will reserve and set apart
and have at all times, free from preemptive rights, the number of
shares of authorized but unissued Common Stock deliverable upon the
exercise of the Warrants, and it will have at all times any other
rights or privileges provided for herein sufficient to enable it at any
time to fulfill all of its obligations hereunder;
(b) Will Secure Governmental Approvals. If any shares of Common
Stock required to be reserved for the purposes of exercise of the
Warrants require registration with or approval of any governmental
authority under any federal law (other than the Securities Act) or
under any state law before such shares may be issued upon exercise of
the Warrants, the Company, will, at its exercise of the Warrants, the
Company will, at its expense, as expeditiously as possible, use its
best efforts to cause such shares to be duly registered or approved, as
the case may be;
(c) Will Open Books. The Company will keep its books open for
transfer of any Warrant and/or Warrant Shares except as otherwise
provided by law; and
8. Notices. Any notice or other document required or permitted
to be given or delivered to Warrantholders shall be delivered or sent
by certified mail to each
5
<PAGE> 6
Warrantholder at the last address shown on the books of the Company
maintained for the registry and transfer of the Warrants. Any notice or
other document required or permitted to be given or delivered to the
Company shall be delivered or sent by certified mail to the principal
office of the Company located at 8091 Wallace Road, Eden Prairie,
Minnesota 55344, or such other address as shall have been furnished to
the Warrantholders by the Company.
9. No Rights as Shareholders: Limitation of Liability. This
Warrant shall not entitle any holder hereof to any of the rights of a
shareholder of the Company. No provision hereof, in the absence of
affirmative action by the holder hereof to purchase shares of Common
Stock, and no mere enumeration herein of the rights or privileges of
the holder hereof, shall give rise to any liability of such holder for
the Purchase Price or as a shareholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.
10. Governing Law. This Warrant shall be governed by, and
construed under and in accordance with, the laws of the State of
Minnesota.
11. Miscellaneous. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in
writing signed by the party (or any predecessor in interest thereof)
against which enforcement of the same is sought. The headings in this
Warrant are for purposes of reference only and shall not affect the
meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
a duly authorized officer and attested effective the 12th day of June, 1998.
INTRANET SOLUTIONS, INC.
By: /s/ Jeffrey J. Sjobeck
-----------------------------
Its: Chief Financial Officer
----------------------------
6
<PAGE> 7
FULL SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER
IF IT DESIRES TO EXERCISE IN FULL THE WITHIN WARRANT
The undersigned hereby exercises the right to purchase the
shares of Common Stock covered by the within Warrant at the date
of this subscription and herewith makes payment of the sum of $
representing the Purchase Price of $4.50 per share in effect at that date.
Certificates for such shares shall be issued in the name of and delivered to the
undersigned, unless otherwise specified by written instructions, signed by the
undersigned and accompanying this subscription. I realize that this is a
speculative venture and that earnings therefrom are uncertain, if they shall
exist at all.
I understand that the Company is issuing these shares to me in
accordance with the exemption from registration under Section 4(2), 4(6) or (3)b
of the Securities Act of 1933 ("Act") afforded to transactions not involving any
public offering and that the aforesaid exemption from registration is not
available if I acquire the shares with a view to distribution of said shares in
a manner prohibited by the provisions of the Act. I represent to the Company and
its counsel that I am a resident of the State of , that I
am acquiring said shares for my own account, and not as nominee for any other
person or entity, for investment and not for distribution. I also acknowledge
receipt of all the detailed information concerning the Company, including
information regarding risks related to the Company, and the Company's
capitalization, properties, management and contracts, that I have considered
necessary to make a fully informed investment decision.
<PAGE> 8
I understand and agree that the stock certificate(s) evidencing the
shares will be stamped with the following legend and that I will comply with the
terms of said legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), BUT HAVE BEEN ISSUED
PURSUANT TO AN EXEMPTION THERETO. THE REGISTERED HOLDER OF SUCH SHARES
HAS AGREED NOT TO EFFECT A DISPOSITION OF SUCH SHARES UNTIL EITHER: (1)
THE HOLDER HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
AND ITS COUNSEL THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED; OR (2)
A REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SHARES AND SUCH
DISPOSITION HAS BECOME EFFECTIVE UNDER THE ACT.
Dated:
----------------------------
Signature:
--------------------------
Address:
----------------------------
----------------------------
----------------------------
SSN or Federal I.D. Number:
--------
Phone No.:
--------------------------
Facsimile No.:
----------------------
<PAGE> 9
PARTIAL SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER
IF IT DESIRES TO EXERCISE, IN PART, THE WITHIN WARRANT
The undersigned hereby exercises the right to purchase of
the total shares of Common Stock covered by the within Warrant at the date of
this subscription and herewith makes payment of the sum of $
representing the Purchase Price of $4.50 per share in effect at this date.
Certificates for such shares and a new Warrant of like tenor and date for the
balance of the shares not subscribed for shall be issued in the name of and
delivered to the undersigned, unless otherwise specified by written
instructions, signed by the undersigned and accompanying this subscription. I
realize that this is a speculative venture and that earnings therefrom are
uncertain.
(THE FOLLOWING PARAGRAPH NEEDS BE COMPLETED ONLY IF THE PURCHASE PRICE
AND NUMBER OF SHARES OF COMMON STOCK SPECIFIED IN THE WITHIN WARRANT
HAVE BEEN ADJUSTED PURSUANT TO SECTION 6.)
The shares hereby subscribed for constitute shares of Common Stock (to
the nearest whole share) resulting from adjustment of shares of the
total of shares of Common Stock covered by the within Warrant, as
said shares were constituted at the date of the Warrant.
I understand that the Company is issuing these shares to me in
accordance with the exemption from registration under Section 4(2), 4(6) or 3(b)
of the Securities Act of 1933 ("Act") afforded to transactions not involving any
public offering and that the aforesaid exemption from registration is not
available if I acquire the shares with a view to distribution of said shares in
a manner prohibited by the provisions of the Act. I represent to the Company and
its counsel that I am a resident of the State of , that I am
acquiring said shares for my own account, and not as nominee for any other
person or entity, for investment and not for distribution. I acknowledge receipt
of all the detailed information concerning the Company, including information
regarding risks related to the Company, and the Company's capitalization,
properties, management and contracts, that I have considered necessary to make
an informed investment decision.
<PAGE> 10
I understand and agree that the stock certificate(s) evidencing the
shares will be stamped with the following legend and that I will comply with the
terms of said legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), BUT HAVE BEEN ISSUED
PURSUANT TO AN EXEMPTION THERETO. THE REGISTERED HOLDER OF SUCH SHARES
HAS AGREED NOT TO EFFECT A DISPOSITION OF SUCH SHARES UNTIL EITHER: (1)
THE HOLDER HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
AND ITS COUNSEL THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED; OR (2)
A REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SHARES AND SUCH
DISPOSITION HAS BECOME EFFECTIVE UNDER THE ACT.
Dated:
-------------------------
Signature:
-----------------------------
Address:
-------------------------------
-------------------------------
-------------------------------
SSN or Federal I.D. Number:
------------
Phone No.:
----------------------------
Facsimile No.:
-------------------------
<PAGE> 1
EXHIBIT 4.7
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "1933 ACT"), UNDER CHAPTER 80A OF THE MINNESOTA
SECURITIES LAWS OR UNDER THE SECURITIES LAWS OF ANY OTHER STATE AND MAY NOT BE
TRANSFERRED WITHOUT: (i) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER
THE 1933 ACT; MINNESOTA SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER
APPLICABLE STATE; OR (ii) SUCH REGISTRATION.
STOCK PURCHASE WARRANT
To Acquire
17,120 Shares of Common Stock of
INTRANET SOLUTIONS. INC.
No. SW-004
April 1, 1999
This certifies that, for value received, Andcor Companies, Inc., a Minnesota
corporation, is entitled to subscribe for and purchase from IntraNet Solutions,
Inc., a Minnesota corporation (the "Company"), at any time commencing on the
date hereof and on or before 5:00 p.m. Minneapolis, Minnesota time, on March 31,
2004, 17,120 shares of the Company's $.01 par value common stock, at the
Purchase Price set forth herein, subject to adjustment as hereinafter set forth.
1. Definitions. For all purposes of this Warrant the following terms
shall have the following meanings:
"Commission" shall mean the Securities and Exchange Commission, or any
other federal agency then administering the Securities Act.
"Company" shall mean IntraNet Solutions, Inc., a Minnesota corporation,
and any corporation which shall succeed to, or assume, the obligations of said
corporation hereunder.
"Other Securities" shall mean any stock (other than common stock) or
other securities of the Company or any other person, (corporate or otherwise)
which the Warrantholder at any time shall be entitled to receive, or shall have
received, upon the exercise of the Warrants, in lieu of or in addition to common
stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of common stock or Other Securities.
1
<PAGE> 2
"Purchase Price" shall mean $6.56 per share of common stock (before
adjustments, if any).
"Securities Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder, as in effect at the
time.
"Subscription Form" shall mean the subscription forms attached hereto
or incorporated herein by reference.
"Transfer" shall mean any sale, assignment, pledge or other imposition
of any warrants and/or Warrant Shares, or of any interest in either thereof,
which would constitute a sale thereof within the meaning of Section 2(3) of the
Securities Act.
"Warrant Shares" shall mean the shares of common stock purchase or
purchasable by the Warrantholder upon the exercise of the Warrants pursuant to
Section 2 hereof.
"Warrantholder" shall mean the holder or holders of the Warrants or any
related Warrant Shares.
"Warrants" shall mean the Warrants (including this Warrant), identical
as to terms and conditions and date, except as to the number of shares of common
stock for which they may be exercised, evidencing the right to purchase
initially an aggregate of 17,120 shares of common stock, and all Warrants issued
in exchange, transfer or replacement thereof.
All terms used in this Warrant which are not defined in Section 1
hereof have the meanings respectively set forth elsewhere in this Warrant.
2. Exercise of Warrant; Issuance of Certificate and Payment for
Warrant Shares.
(a) The rights represented by this Warrant may be exercised at
any time on or after the date hereof, and from time to time, prior to expiration
hereof, by the Warrantholder, in whole or in part (but not as to less than 1,000
shares of the Company's common stock or as to any fractional share of common
stock), by: (a) delivery to the Company of a completed Subscription Form; (b)
surrender to the Company of this Warrant properly endorsed and signature
guaranteed; and (c) delivery to the Company, or its counsel, of a certified or
cashier's check made payable to the Company in an amount equal to the aggregate
Purchase Price of the shares of common stock being purchased, at its office in
Eden Prairie, Minnesota (or the office of its counsel or such other office or
agency of the Company as the Company may designate by notice to the holder
hereof). The Company agrees and acknowledges that the shares of common stock so
purchased shall be deemed to be issued to the presenting Warrantholder as the
record owner of such shares as of the close of business on the date on which
this Warrant, properly endorsed, and the Subscription Form shall have been
surrendered and payment made for such shares. Upon receipt thereof, the Company
shall, as promptly as practicable, execute or cause to be executed and deliver
to the Warrantholder, a certificate or certificates representing the aggregate
number of shares of common stock specified in said Subscription Form. Each stock
certificate so delivered shall be in such denomination as may be requested by
the Warrantholder
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<PAGE> 3
and shall be registered in the name of the Warrantholder. If this Warrant shall
have been exercised only in part, the Company shall, at the time of delivery of
said stock certificate or certificates, deliver to the Warrantholder a new
Warrant evidencing the rights of such holder to purchase the remaining shares of
common stock covered by this Warrant. The Company shall pay all expenses, taxes
and other charges payable in connection with the preparation, execution and
delivery of stock certificates pursuant to this Section 2, except that, in case
any such stock certificate or certificates shall be registered in a name or
names other than the name of the Warrantholder, funds sufficient to pay all
stock transfer taxes which shall be payable upon the execution and delivery of
such stock certificate or certificates shall be paid by the Warrantholder to the
Company at the time of delivering this Warrant to the Company as mentioned
above.
(b) In lieu of payment of the Purchase Price in cash, the
Warrantholder may deliver the Purchase Price in the form of a portion of this
Warrant (the "Cashless Exercise Value") determined as the product of (a) the
number of warrant shares to be exchanged (including the number of warrant shares
to be purchased upon exercise of the Warrant) and (b) the excess of (i) the
closing market price of the Company's common stock on the trading day
immediately preceding the exercise date as reported by The Nasdaq Stock Market
over (ii) the Purchase Price. In the event the Purchase Price is delivered in
the form of Cashless Exercise Value, the number of Warrant shares purchasable
under the Warrant thereafter shall be reduced by the amount of Warrant shares
exchanged in connection therewith; provided, however, that regardless of the
form of payment used to deliver the Purchase Price upon any exercise of the
Warrant the number of Warrant shares purchasable under the Warrant shall not
exceed 17,120, subject to the provisions of Section 6.
3. Ownership of this Warrant. The Company may deem and treat the
registered Warrantholder as the holder and owner hereof (notwithstanding any
notations of ownership or writing made hereon 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 transfer as provided herein and then only if
such transfer meets the requirements of Section 5 hereof
4. Exchange, Transfer and Replacement. Subject to Section 5 hereof,
this Warrant is exchangeable upon the surrender hereof by the Warrantholder to
the Company at its office or agency described in Section 2 hereof for new
Warrants of like tenor and date representing in the aggregate the right to
purchase the number of shares purchasable hereunder, each of such new Warrants
to represent the right to purchase such number of shares (not to exceed the
aggregate total number purchasable hereunder) as shall be designated by the
Warrantholder at the time of such surrender. Subject to Section 5 hereof, this
Warrant and all rights hereunder are transferable, in whole or in part, upon the
books of the Company by the Warrantholder in person or by duly authorized
attorney, and a new Warrant of the same tenor and date as this Warrant, but
registered in the name of the transferee, shall be executed and delivered by the
Company upon surrender of this Warrant, duly endorsed, at said office or agency
of the Company. Upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction, or mutilation of this Warrant, and, in
case of loss, theft, or destruction, of indemnity or security reasonably
satisfactory to it, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will make and deliver a new Warrant of like tenor, in
lieu of this Warrant. This Warrant shall be promptly canceled by the Company
upon the surrender hereof in connection
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<PAGE> 4
with any exchange, transfer or replacement. The Company shall pay all expenses,
taxes (other than stock transfer taxes), and other charges payable in connection
with the preparation, execution, and delivery of Warrants pursuant to this
Section 4.
5. Restrictions on Transfer. Notwithstanding any provisions contained
in this Warrant to the contrary, neither this Warrant, nor the Warrant Shares,
shall be transferable except upon the conditions specified in this Section 5,
which conditions are intended, among other things, to ensure compliance with the
provisions of the Securities Act in respect of the transfer of this Warrant or
such Warrant Shares. The holder of this Warrant agrees that such holder will not
transfer this Warrant, nor the related Warrant Shares: (a) prior to delivery to
the Company of an opinion of counsel satisfactory to the Company and its counsel
stating that such transfer is exempt from registration under the Securities Act
and applicable state securities laws; or (b) until registration of such Warrants
and/or Warrant Shares under the Securities Act has become effective and
continues to be effective at the time of such transfer. An appropriate legend
may be endorsed on the Warrants and the certificates representing the Warrant
Shares evidencing these restrictions, and a stop order may be placed on the
Company's transfer records.
6. Antidilution Provisions. The rights granted hereunder are subject to
the following:
(a) Adjustment of Purchase Price. The Purchase Price shall be
subject to adjustment from time to time as hereinafter provided. Upon each
adjustment of the Purchase Price, the Warrantholder shall thereafter be entitled
to purchase, at the Purchase Price resulting from such adjustment, the number of
shares obtained by multiplying the Purchase Price in effect immediately prior to
such adjustment by the number of shares purchasable pursuant hereto immediately
prior to such adjustment and dividing the product thereof by the Purchase Price
resulting from such adjustment;
(b) Stock Split, Stock Dividends and Reverse Splits. In case
the Company shall at any time divide the outstanding shares of its common stock
into a greater number of shares (whether pursuant to a stock split, stock
dividend or otherwise), and conversely, in case the outstanding shares of its
common stock shall be combined into a smaller number of shares, the Purchase
Price in effect immediately prior to such division or combination shall be
proportionately adjusted to reflect the reduction or increase in the value of
each such share of common stock;
(c) Reorganization, Consolidation, Merger or Sale of Assets.
If any capital reorganization or reclassification of the capital stock of the
Company, or consolidation or merger of the Company with another corporation, or
the sale of all or substantially all of its assets to another corporation shall
be effected in such a way that holders of the Company's common stock shall be
entitled to receive stock, securities or assets with respect to or in exchange
for such common shares, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, the holder of this Warrant
shall have the right to purchase and receive upon the basis and upon the terms
and conditions specified in this Warrant, and in lieu of the shares of the
common stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented hereby, such shares of stock, other
securities or assets as would
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<PAGE> 5
have been issued or delivered to the holder of this Warrant if it had exercised
this Warrant and had received such shares of common stock prior to such
reorganization, reclassification, consolidation, merger or sale. The Company
shall not effect any such consolidation, merger or sale, unless prior to the
consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the registered
holder of this Warrant at the last address of such holder appearing on the books
of the Company, the obligation to deliver to such holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to purchase; provided, however, that the issuance of
additional capital stock of the Company to persons other than the Warrantholder
in a manner not discussed in this Section 6 shall not result in any adjustment
in the Purchase Price or increase in the number of shares subject to this
Warrant; and
(d) Notice. Upon any adjustment of the Purchase Price, the Company
shall give written notice thereof, by first class mail, postage prepaid,
addressed to the registered Warrantholder at the address of such holder as shown
on the books of the Company, which notice shall state the Purchase Price
resulting from such adjustment and the increase or decrease, if any, in the
number of shares purchasable at such price upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the acts upon
which such calculation is based.
7. Special Agreements of the Company. The Company covenants and agrees
that:
(a) Will Reserve Shares. The Company will reserve and set apart and
have at all times, free from preemptive rights, the number of shares of
authorized but unissued common stock deliverable upon the exercise of the
Warrants, and it will have at all times any other rights or privileges provided
for herein sufficient to enable it at any time to fulfill all of its obligations
hereunder;
(b) Will Secure Governmental Approvals. If any shares of common
stock required to be reserved for the purposes of exercise of the Warrants
require registration with or approval of any governmental authority under any
federal law (other than the Securities Act) or under any state law before such
shares may be issued upon exercise of the Warrants, the Company, will, at its
exercise of the Warrants, the Company will, at its expense, as expeditiously as
possible, use its best efforts to cause such shares to be duly registered or
approved, as the case may be;
(c) Will Open Books. The Company will keep its books open for
transfer of any Warrant and/or Warrant Shares except as otherwise provided by
law; and
8. Notices. Any notice or other document required or permitted to be
given or delivered to Warrantholders shall be delivered or sent by certified
mail to each Warrantholder at the last address shown on the books of the Company
maintained for the registry and transfer of the Warrants. Any notice or other
document required or permitted to be given or delivered to the Company shall be
delivered or sent by certified mail to the principal office of the Company
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<PAGE> 6
located at 8901 Wallace Road, Eden Prairie, Minnesota 55344, or such other
address as shall have been furnished to the Warrantholders by the Company.
9. No Rights as Shareholders: Limitation of Liability. This Warrant
shall not entitle any holder hereof to any of the rights of a shareholder of the
Company. No provision hereof, in the absence of affirmative action by the holder
hereof to purchase shares of common stock, and no mere enumeration herein of the
rights or privileges of the holder hereof, shall give rise to any liability of
such holder for the Purchase Price or as a shareholder of the Company, whether
such liability is asserted by the Company or by creditors of the Company.
10. Governing Law. This Warrant shall be governed by, and construed
under and in accordance with, the laws of the State of Minnesota.
11. Miscellaneous. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party (or any predecessor in interest thereof) against which
enforcement of the same is sought. The headings in this Warrant are for purposes
of reference only and shall not affect the meaning or construction of any of the
provisions hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by a duly authorized officer and attested effective the 1st day of April, 1999.
INTRANET SOLUTIONS, INC.
By: /s/ Gregg A. Waldon
--------------------------
Its: Chief Financial Officer
--------------------------
6
<PAGE> 7
FULL SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER
IF IT DESIRES TO EXERCISE IN FULL THE WITHIN WARRANT
The undersigned hereby exercises the right to purchase the
______________ shares of common stock covered by the within Warrant at the date
of this subscription and herewith makes payment of the sum of $_____________
representing the Purchase Price of $6.56 per share in effect at that date.
Certificates for such shares shall be issued in the name of and delivered to the
undersigned, unless otherwise specified by written instructions, signed by the
undersigned and accompanying this subscription. I realize that this is a
speculative venture and that earnings therefrom are uncertain, if they shall
exist at all.
I understand that the Company is issuing these shares to me in
accordance with the exemption from registration under Section 4(2), 4(6) or (3)b
of the Securities Act of 1933 ("Act") afforded to transactions not involving any
public offering and that the aforesaid exemption from registration is not
available if I acquire the shares with a view to distribution of said shares in
a manner prohibited by the provisions of the Act. I represent to the Company and
its counsel that I am a resident of the State of ___________, that I am
acquiring said shares for my own account, and not as nominee for any other
person or entity, for investment and not for distribution. I also acknowledge
receipt of all the detailed information concerning the Company, including
information regarding risks related to the Company, and the Company's
capitalization, properties, management and contracts, that I have considered
necessary to make a fully informed investment decision.
A-1
<PAGE> 8
I understand and agree that the stock certificate(s) evidencing the
shares will be stamped with the following legend and that I will comply with the
terms of said legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), BUT HAVE BEEN ISSUED
PURSUANT TO AN EXEMPTION THERETO. THE REGISTERED HOLDER OF SUCH SHARES
HAS AGREED NOT TO EFFECT A DISPOSITION OF SUCH SHARES UNTIL EITHER: (1)
THE HOLDER HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
AND ITS COUNSEL THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED; OR (2)
A REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SHARES AND SUCH
DISPOSITION HAS BECOME EFFECTIVE UNDER THE ACT.
Signature: ___________________________
Address: _____________________________
_____________________________
_____________________________
SSN or Federal I.D. Number: __________
Phone No.:____________________________
Facsimile No.:________________________
A-2
<PAGE> 9
B-2
30228
PARTIAL SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER
IF IT DESIRES TO EXERCISE, IN PART, THE WITHIN WARRANT
The undersigned hereby exercises the right to purchase _____________ of
the total shares of common stock covered by the within Warrant at the date of
this subscription and herewith makes payment of the sum of $ ____ representing
the Purchase Price of $6.56 per share in effect at this date. Certificates for
such shares and a new Warrant of like tenor and date for the balance of the
shares not subscribed for shall be issued in the name of and delivered to the
undersigned, unless otherwise specified by written instructions, signed by the
undersigned and accompanying this subscription. I realize that this is a
speculative venture and that earnings therefrom are uncertain.
(THE FOLLOWING PARAGRAPH NEEDS BE COMPLETED ONLY IF THE PURCHASE PRICE
AND NUMBER OF SHARES OF COMMON STOCK SPECIFIED IN THE WITHIN WARRANT
HAVE BEEN ADJUSTED PURSUANT TO SECTION 6.)
The shares hereby subscribed for constitute shares of common stock (to
the nearest whole share) resulting from adjustment of _______ shares of the
total of ________ shares of common stock covered by the within Warrant, as said
shares were constituted at the date of the Warrant.
I understand that the Company is issuing these shares to me in
accordance with the exemption from registration under Section 4(2), 4(6) or 3(b)
of the Securities Act of 1933 ("Act") afforded to transactions not involving any
public offering and that the aforesaid exemption from registration is not
available if I acquire the shares with a view to distribution of said shares in
a manner prohibited by the provisions of the Act. I represent to the Company and
its counsel that I am a resident of the State of __________________, that I am
acquiring said shares for my own account, and not as nominee for any other
person or entity, for investment and not for distribution. I acknowledge receipt
of all the detailed information concerning the Company, including information
regarding risks related to the Company, and the Company's capitalization,
properties, management and contracts, that I have considered necessary to make
an informed investment decision.
I understand and agree that the stock certificate(s) evidencing the
shares will be stamped with the following legend and that I will comply with the
terms of said legend:
B-1
<PAGE> 10
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), BUT HAVE BEEN ISSUED
PURSUANT TO AN EXEMPTION THERETO. THE REGISTERED HOLDER OF SUCH SHARES
HAS AGREED NOT TO EFFECT A DISPOSITION OF SUCH SHARES UNTIL EITHER: (1)
THE HOLDER HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
AND ITS COUNSEL THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED; OR (2)
A REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SHARES AND SUCH
DISPOSITION HAS BECOME EFFECTIVE UNDER THE ACT.
Signature: ___________________________
Address: _____________________________
_____________________________
_____________________________
SSN or Federal I.D. Number: __________
Phone No.:____________________________
Facsimile No.:________________________
B-2
<PAGE> 1
EXHIBIT 4.8
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "1933 ACT"), UNDER CHAPTER 80A OF THE MINNESOTA
SECURITIES LAWS OR UNDER THE SECURITIES LAWS OF ANY OTHER STATE AND MAY NOT BE
TRANSFERRED WITHOUT: (I) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND
ITS COUNSEL THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER
THE 1933 ACT; MINNESOTA SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER
APPLICABLE STATE; OR (II) SUCH REGISTRATION.
STOCK PURCHASE WARRANT
To Acquire
4,000 Shares of Common Stock of
INTRANET SOLUTIONS, INC.
No. SW-005
June 30, 1999
This certifies that, for value received, Christopher Reed, an individual is
entitled to subscribe for and purchase from IntraNet Solutions, Inc., a
Minnesota corporation (the "Company"), at any time commencing on the date hereof
and on or before 5:00 p.m. Minneapolis, Minnesota time, on June 29, 2004, 4,000
shares of the Company's $.01 par value common stock, at the Purchase Price set
forth herein, subject to adjustment as hereinafter set forth.
1. Definitions. For all purposes of this Warrant the following
terms shall have the following meanings:
"Commission" shall mean the Securities and Exchange Commission, or any
other federal agency then administering the Securities Act.
"Company" shall mean IntraNet Solutions, Inc., a Minnesota corporation,
and any corporation which shall succeed to, or assume, the obligations of said
corporation hereunder.
"Other Securities" shall mean any stock (other than common stock) or
other securities of the Company or any other person, (corporate or otherwise)
which the Warrantholder at any time shall be entitled to receive, or shall have
received, upon the exercise of the Warrants, in lieu of or in addition to common
stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of common stock or Other Securities.
"Purchase Price" shall mean $8.44 per share of common stock (before
adjustments, if any).
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<PAGE> 2
"Securities Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder, as in effect at the
time.
"Subscription Form" shall mean the subscription forms attached hereto
or incorporated herein by reference.
"Transfer" shall mean any sale, assignment, pledge or other imposition
of any warrants and/or Warrant Shares, or of any interest in either thereof,
which would constitute a sale thereof within the meaning of Section 2(3) of the
Securities Act.
"Warrant Shares" shall mean the shares of common stock purchase or
purchasable by the Warrantholder upon the exercise of the Warrants pursuant to
Section 2 hereof.
"Warrantholder" shall mean the holder or holders of the Warrants or any
related Warrant Shares.
"Warrants" shall mean the Warrants (including this Warrant), identical
as to terms and conditions and date, except as to the number of shares of common
stock for which they may be exercised, evidencing the right to purchase
initially an aggregate of 4,000 shares of common stock, and all Warrants issued
in exchange, transfer or replacement thereof.
All terms used in this Warrant which are not defined in Section 1
hereof have the meanings respectively set forth elsewhere in this Warrant.
2. Exercise of Warrant; Issuance of Certificate and Payment for
Warrant Shares.
(a) The rights represented by this Warrant may be
exercised at any time on or after the date hereof, and from time to time, prior
to expiration hereof, by the Warrantholder, in whole or in part (but not as to
less than 1,000 shares of the Company's common stock or as to any fractional
share of common stock), by: (a) delivery to the Company of a completed
Subscription Form; (b) surrender to the Company of this Warrant properly
endorsed and signature guaranteed; and (c) delivery to the Company, or its
counsel, of a certified or cashier's check made payable to the Company in an
amount equal to the aggregate Purchase Price of the shares of common stock being
purchased, at its office in Eden Prairie, Minnesota (or the office of its
counsel or such other office or agency of the Company as the Company may
designate by notice to the holder hereof). The Company agrees and acknowledges
that the shares of common stock so purchased shall be deemed to be issued to the
presenting Warrantholder as the record owner of such shares as of the close of
business on the date on which this Warrant, properly endorsed, and the
Subscription Form shall have been surrendered and payment made for such shares.
Upon receipt thereof, the Company shall, as promptly as practicable, execute or
cause to be executed and deliver to the Warrantholder, a certificate or
certificates representing the aggregate number of shares of common stock
specified in said Subscription Form. Each stock certificate so delivered shall
be in such denomination as may be requested by the Warrantholder and shall be
registered in the name of the Warrantholder. If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of said stock
certificate or
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<PAGE> 3
certificates, deliver to the Warrantholder a new Warrant evidencing the rights
of such holder to purchase the remaining shares of common stock covered by this
Warrant. The Company shall pay all expenses, taxes and other charges payable in
connection with the preparation, execution and delivery of stock certificates
pursuant to this Section 2, except that, in case any such stock certificate or
certificates shall be registered in a name or names other than the name of the
Warrantholder, funds sufficient to pay all stock transfer taxes which shall be
payable upon the execution and delivery of such stock certificate or
certificates shall be paid by the Warrantholder to the Company at the time of
delivering this Warrant to the Company as mentioned above.
(b) In lieu of payment of the Purchase Price in cash, the
Warrantholder may deliver the Purchase Price in the form of a portion of this
Warrant (the "Cashless Exercise Value") determined as the product of (a) the
number of warrant shares to be exchanged (including the number of warrant shares
to be purchased upon exercise of the Warrant) and (b) the excess of (i) the
closing market price of the Company's common stock on the trading day
immediately preceding the exercise date as reported by The Nasdaq Stock Market
over (ii) the Purchase Price. In the event the Purchase Price is delivered in
the form of Cashless Exercise Value, the number of Warrant shares purchasable
under the Warrant thereafter shall be reduced by the amount of Warrant shares
exchanged in connection therewith; provided, however, that regardless of the
form of payment used to deliver the Purchase Price upon any exercise of the
Warrant the number of Warrant shares purchasable under the Warrant shall not
exceed 4,000, subject to the provisions of Section 6.
3. Ownership of this Warrant. The Company may deem and treat the
registered Warrantholder as the holder and owner hereof (notwithstanding any
notations of ownership or writing made hereon 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 transfer as provided herein and then only if
such transfer meets the requirements of Section 5 hereof
4. Exchange, Transfer and Replacement. Subject to Section 5
hereof, this Warrant is exchangeable upon the surrender hereof by the
Warrantholder to the Company at its office or agency described in Section 2
hereof for new Warrants of like tenor and date representing in the aggregate the
right to purchase the number of shares purchasable hereunder, each of such new
Warrants to represent the right to purchase such number of shares (not to exceed
the aggregate total number purchasable hereunder) as shall be designated by the
Warrantholder at the time of such surrender. Subject to Section 5 hereof, this
Warrant and all rights hereunder are transferable, in whole or in part, upon the
books of the Company by the Warrantholder in person or by duly authorized
attorney, and a new Warrant of the same tenor and date as this Warrant, but
registered in the name of the transferee, shall be executed and delivered by the
Company upon surrender of this Warrant, duly endorsed, at said office or agency
of the Company. Upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction, or mutilation of this Warrant, and, in
case of loss, theft, or destruction, of indemnity or security reasonably
satisfactory to it, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will make and deliver a new Warrant of like tenor, in
lieu of this Warrant. This Warrant shall be promptly canceled by the Company
upon the surrender hereof in connection with any exchange, transfer or
replacement. The Company shall pay all expenses, taxes (other
3
<PAGE> 4
than stock transfer taxes), and other charges payable in connection with the
preparation, execution, and delivery of Warrants pursuant to this Section 4.
5. Restrictions on Transfer. Notwithstanding any provisions
contained in this Warrant to the contrary, neither this Warrant, nor the Warrant
Shares, shall be transferable except upon the conditions specified in this
Section 5, which conditions are intended, among other things, to ensure
compliance with the provisions of the Securities Act in respect of the transfer
of this Warrant or such Warrant Shares. The holder of this Warrant agrees that
such holder will not transfer this Warrant, nor the related Warrant Shares: (a)
prior to delivery to the Company of an opinion of counsel satisfactory to the
Company and its counsel stating that such transfer is exempt from registration
under the Securities Act and applicable state securities laws; or (b) until
registration of such Warrants and/or Warrant Shares under the Securities Act has
become effective and continues to be effective at the time of such transfer. An
appropriate legend may be endorsed on the Warrants and the certificates
representing the Warrant Shares evidencing these restrictions, and a stop order
may be placed on the Company's transfer records.
6. Antidilution Provisions. The rights granted hereunder are
subject to the following:
(a) Adjustment of Purchase Price. The Purchase Price
shall be subject to adjustment from time to time as hereinafter provided. Upon
each adjustment of the Purchase Price, the Warrantholder shall thereafter be
entitled to purchase, at the Purchase Price resulting from such adjustment, the
number of shares obtained by multiplying the Purchase Price in effect
immediately prior to such adjustment by the number of shares purchasable
pursuant hereto immediately prior to such adjustment and dividing the product
thereof by the Purchase Price resulting from such adjustment;
(b) Stock Split, Stock Dividends and Reverse Splits. In
case the Company shall at any time divide the outstanding shares of its common
stock into a greater number of shares (whether pursuant to a stock split, stock
dividend or otherwise), and conversely, in case the outstanding shares of its
common stock shall be combined into a smaller number of shares, the Purchase
Price in effect immediately prior to such division or combination shall be
proportionately adjusted to reflect the reduction or increase in the value of
each such share of common stock;
(c) Reorganization, Consolidation, Merger or Sale of
Assets. If any capital reorganization or reclassification of the capital stock
of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's common
stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for such common shares, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the holder of
this Warrant shall have the right to purchase and receive upon the basis and
upon the terms and conditions specified in this Warrant, and in lieu of the
shares of the common stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented hereby, such shares
of stock, other securities or assets as would have been issued or delivered to
the holder of this Warrant if it had exercised this Warrant and
4
<PAGE> 5
had received such shares of common stock prior to such reorganization,
reclassification, consolidation, merger or sale. The Company shall not effect
any such consolidation, merger or sale, unless prior to the consummation thereof
the successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets shall assume
by written instrument executed and mailed to the registered holder of this
Warrant at the last address of such holder appearing on the books of the
Company, the obligation to deliver to such holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to purchase; provided, however, that the issuance of
additional capital stock of the Company to persons other than the Warrantholder
in a manner not discussed in this Section 6 shall not result in any adjustment
in the Purchase Price or increase in the number of shares subject to this
Warrant; and
(d) Notice. Upon any adjustment of the Purchase Price,
the Company shall give written notice thereof, by first class mail, postage
prepaid, addressed to the registered Warrantholder at the address of such holder
as shown on the books of the Company, which notice shall state the Purchase
Price resulting from such adjustment and the increase or decrease, if any, in
the number of shares purchasable at such price upon the exercise of this
Warrant, setting forth in reasonable detail the method of calculation and the
acts upon which such calculation is based.
7. Special Agreements of the Company. The Company covenants and
agrees that:
(a) Will Reserve Shares. The Company will reserve and set
apart and have at all times, free from preemptive rights, the number of shares
of authorized but unissued common stock deliverable upon the exercise of the
Warrants, and it will have at all times any other rights or privileges provided
for herein sufficient to enable it at any time to fulfill all of its obligations
hereunder;
(b) Will Secure Governmental Approvals. If any shares of
common stock required to be reserved for the purposes of exercise of the
Warrants require registration with or approval of any governmental authority
under any federal law (other than the Securities Act) or under any state law
before such shares may be issued upon exercise of the Warrants, the Company,
will, at its exercise of the Warrants, the Company will, at its expense, as
expeditiously as possible, use its best efforts to cause such shares to be duly
registered or approved, as the case may be;
(c) Will Open Books. The Company will keep its books open
for transfer of any Warrant and/or Warrant Shares except as otherwise provided
by law; and
8. Notices. Any notice or other document required or permitted to
be given or delivered to Warrantholders shall be delivered or sent by certified
mail to each Warrantholder at the last address shown on the books of the Company
maintained for the registry and transfer of the Warrants. Any notice or other
document required or permitted to be given or delivered to the Company shall be
delivered or sent by certified mail to the principal office of the Company
located at 8901 Wallace Road, Eden Prairie, Minnesota 55344, or such other
address as shall have been furnished to the Warrantholders by the Company.
5
<PAGE> 6
9. No Rights as Shareholders: Limitation of Liability. This
Warrant shall not entitle any holder hereof to any of the rights of a
shareholder of the Company. No provision hereof, in the absence of affirmative
action by the holder hereof to purchase shares of common stock, and no mere
enumeration herein of the rights or privileges of the holder hereof, shall give
rise to any liability of such holder for the Purchase Price or as a shareholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.
10. Governing Law. This Warrant shall be governed by, and
construed under and in accordance with, the laws of the State of Minnesota.
11. Miscellaneous. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party (or any predecessor in interest thereof) against which
enforcement of the same is sought. The headings in this Warrant are for purposes
of reference only and shall not affect the meaning or construction of any of the
provisions hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
a duly authorized officer and attested effective the 30th day of June, 1999.
INTRANET SOLUTIONS, INC.
By: /s/ Gregg A. Waldon
-------------------------
Its: Chief Financial Officer
-------------------------
6
<PAGE> 7
FULL SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER
IF IT DESIRES TO EXERCISE IN FULL THE WITHIN WARRANT
The undersigned hereby exercises the right to purchase the
shares of common stock covered by the within Warrant at the date
of this subscription and herewith makes payment of the sum of $
representing the Purchase Price of $8.44 per share in effect at that date.
Certificates for such shares shall be issued in the name of and delivered to the
undersigned, unless otherwise specified by written instructions, signed by the
undersigned and accompanying this subscription. I realize that this is a
speculative venture and that earnings therefrom are uncertain, if they shall
exist at all.
I understand that the Company is issuing these shares to me in
accordance with the exemption from registration under Section 4(2), 4(6) or (3)b
of the Securities Act of 1933 ("Act") afforded to transactions not involving any
public offering and that the aforesaid exemption from registration is not
available if I acquire the shares with a view to distribution of said shares in
a manner prohibited by the provisions of the Act. I represent to the Company and
its counsel that I am a resident of the State of , that I am
acquiring said shares for my own account, and not as nominee for any other
person or entity, for investment and not for distribution. I also acknowledge
receipt of all the detailed information concerning the Company, including
information regarding risks related to the Company, and the Company's
capitalization, properties, management and contracts, that I have considered
necessary to make a fully informed investment decision.
A-1
<PAGE> 8
I understand and agree that the stock certificate(s) evidencing the
shares will be stamped with the following legend and that I will comply with the
terms of said legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), BUT HAVE BEEN ISSUED
PURSUANT TO AN EXEMPTION THERETO. THE REGISTERED HOLDER OF SUCH SHARES
HAS AGREED NOT TO EFFECT A DISPOSITION OF SUCH SHARES UNTIL EITHER: (1)
THE HOLDER HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
AND ITS COUNSEL THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED; OR (2)
A REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SHARES AND SUCH
DISPOSITION HAS BECOME EFFECTIVE UNDER THE ACT.
Signature:
---------------------------
Address:
-----------------------------
-----------------------------
-----------------------------
SSN or Federal I.D. Number:
----------
Phone No.:
----------------------------
Facsimile No.:
------------------------
A-2
<PAGE> 9
PARTIAL SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER
IF IT DESIRES TO EXERCISE, IN PART, THE WITHIN WARRANT
The undersigned hereby exercises the right to purchase of
the total shares of common stock covered by the within Warrant at the date of
this subscription and herewith makes payment of the sum of $
representing the Purchase Price of $8.44 per share in effect at this date.
Certificates for such shares and a new Warrant of like tenor and date for the
balance of the shares not subscribed for shall be issued in the name of and
delivered to the undersigned, unless otherwise specified by written
instructions, signed by the undersigned and accompanying this subscription. I
realize that this is a speculative venture and that earnings therefrom are
uncertain.
(THE FOLLOWING PARAGRAPH NEEDS BE COMPLETED ONLY IF THE PURCHASE PRICE
AND NUMBER OF SHARES OF COMMON STOCK SPECIFIED IN THE WITHIN WARRANT
HAVE BEEN ADJUSTED PURSUANT TO SECTION 6.)
The shares hereby subscribed for constitute shares of common stock (to
the nearest whole share) resulting from adjustment of shares of
the total of shares of common stock covered by the within Warrant,
as said shares were constituted at the date of the Warrant.
I understand that the Company is issuing these shares to me in
accordance with the exemption from registration under Section 4(2), 4(6) or 3(b)
of the Securities Act of 1933 ("Act") afforded to transactions not involving any
public offering and that the aforesaid exemption from registration is not
available if I acquire the shares with a view to distribution of said shares in
a manner prohibited by the provisions of the Act. I represent to the Company and
its counsel that I am a resident of the State of , that I am
acquiring said shares for my own account, and not as nominee for any other
person or entity, for investment and not for distribution. I acknowledge receipt
of all the detailed information concerning the Company, including information
regarding risks related to the Company, and the Company's capitalization,
properties, management and contracts, that I have considered necessary to make
an informed investment decision.
I understand and agree that the stock certificate(s) evidencing the
shares will be stamped with the following legend and that I will comply with the
terms of said legend:
B-1
<PAGE> 10
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), BUT HAVE BEEN ISSUED
PURSUANT TO AN EXEMPTION THERETO. THE REGISTERED HOLDER OF SUCH SHARES
HAS AGREED NOT TO EFFECT A DISPOSITION OF SUCH SHARES UNTIL EITHER: (1)
THE HOLDER HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
AND ITS COUNSEL THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED; OR (2)
A REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SHARES AND SUCH
DISPOSITION HAS BECOME EFFECTIVE UNDER THE ACT.
Signature:
---------------------------
Address:
-----------------------------
-----------------------------
-----------------------------
SSN or Federal I.D. Number:
----------
Phone No.:
----------------------------
Facsimile No.:
------------------------
B-2
<PAGE> 1
EXHIBIT 5
[FAEGRE & BENSON LLP LETTERHEAD]
April 10, 2000
Board of Directors
IntraNet Solutions, Inc.
8901 Wallace Road
Eden Prairie, Minnesota 55344
In connection with the proposed registration under the
Securities Act of 1933, as amended, of 490,805 shares of Common Stock, par value
$.01 per share, of IntraNet Solutions, Inc., a Minnesota corporation (the
"Company"), proposed to be sold by certain Selling Shareholders of the Company,
we have examined such corporate records and other documents, including the
Registration Statement on Form S-3, dated the date hereof, relating to such
shares (the "Registration Statement"), and have reviewed such matters of law as
we have deemed necessary for this opinion, and we advise you that in our
opinion:
1. The Company is a corporation existing under the laws of the
State of Minnesota.
2. The shares of Common Stock proposed to be sold by the
Selling Shareholders named in the Registration Statement, when sold as
contemplated in the Registration Statement, will be legally and validly
issued and fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm wherever appearing
therein.
Very truly yours,
/s/ FAEGRE & BENSON LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 14, 1999 (except for note
1, as to which the date is September 29, 1999, note 7, as to which the date is
July 1, 1999, and note 14, as to which the date is July 8, 1999), accompanying
the consolidated financial statements of IntraNet Solutions, Inc. included in
the Registration Statement and Prospectus on Form S-3 (No. 333-30466) and
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference of the aforementioned report in the Registration
Statement and to the use of our name as it appears under the caption "Experts."
/s/ Grant Thornton LLP
Minneapolis, Minnesota
April 10, 2000
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated September 10, 1999 (except for
note K which is as of September 29, 1999) on the financial statements of
InfoAccess, Inc. for the year ended December 31, 1997. Our report on these
financial statements is included in the Registration Statement and Prospectus on
Form S-3 (No. 333-30466) of IntraNet Solutions, Inc., and incorporated by
reference in this Registration Statement. We hereby consent to the incorporation
by reference of the aforementioned report in the Registration Statement and to
the use of our name as it appears under the caption "Experts."
/s/ Grant Thornton LLP
Minneapolis, Minnesota
April 10, 2000
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 14, 1999, accompanying the
consolidated financial statements of IntraNet Solutions, Inc. appearing in the
Annual Report of the Company on Form 10-K for the year ended March 31, 1999,
which is incorporated by reference in this Registration Statement. We consent to
the incorporation by reference in the Registration Statement of the
aforementioned report and to the use of our name as it appears under the caption
"Experts."
/s/ Grant Thornton LLP
Minneapolis, Minnesota
April 10, 2000
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated September 10, 1999 (except for
note K which is as of September 29, 1999), accompanying the consolidated
financial statements of InfoAccess, Inc. appearing in the Current Report of the
Company on Form 8-K, as amended, dated September 29, 1999, which is incorporated
by reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned report and to the
use of our name as it appears under the caption "Experts."
/s/ Grant Thornton LLP
Minneapolis, Minnesota
April 10, 2000
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
this Registration Statement (Form S-3) of IntraNet Solutions, Inc. pertaining to
the registration of 490,805 shares of its common stock, and to the incorporation
by reference therein of our report dated June 30, 1997, except for Note 9, as to
which the date is April 28, 1999 and for Note 1, as to which the date is
February 10, 2000, with respect to the consolidated financial statements of
IntraNet Solutions, Inc. for the year ended March 31, 1997 included in the
Registration Statement (Form S-3 No. 333-30466) and related Prospectus of
IntraNet Solutions, Inc. filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
April 17, 2000
