<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 1998
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MICROELECTRONIC PACKAGING, INC.
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(Exact name of registrant as specified in charter)
California 0-23562 94-3142624
- ---------------------------- ------------ -------------------
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
9577 Chesapeake Drive, San Diego, California 92123
- -------------------------------------------------------------------------
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (619) 292-7000
--------------
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
- ------- ------------
In connection with the restructuring of its debt agreements, the Company
issued the enclosed press release dated May 4, 1998.
In connection with one of the restructuring agreements, the Company issued
four (4) warrants to purchase shares of the Company's common stock to the
following:
<TABLE>
<CAPTION>
Holder No. of Shares
------ -------------
<S> <C>
Transpac Capital Pte Ltd. 201,500
Transpac Industrial Holdings Ltd. 198,500
Regional Investment Company Ltd. 54,500
Natsteel Equity III Pte Ltd. 45,500
</TABLE>
Each warrant is in the form attached as Exhibit 99.2, with the only
differences being the name of the holder and the number of shares.
ITEM 7. EXHIBITS
- ------- --------
A copy of the Company's press release announcing the restatement of
financial statements is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
A copy of the form of warrant issued April 24, 1998, and referred to in
Item 5 is attached as Exhibit 99.2 and incorporated herein by reference.
2
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Microelectronic Packaging, Inc.
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(Registrant)
May 18, 1998 By: /s/ Denis J. Trafecanty
-------------------------------
Name: Denis J. Trafecanty
Title: Senior Vice President and
Chief Financial Officer
3
<PAGE>
MICROELECTRONIC PACKAGING, INC.
EXHIBIT INDEX
TO FORM 8-K
Exhibit No. Description
----------- -----------
99.1 Press Release dated May 4, 1998
99.2 Form of Warrant issued April 24, 1998
4
<PAGE>
EXHIBIT 99.1
Contact: Microelectronic Packaging, Inc.
Denis J. Trafecanty, Senior Vice President and Chief Financial
Officer
(619) 292-7000, ext. 3014
FOR IMMEDIATE RELEASE
MICROELECTRONIC PACKAGING ANNOUNCES
$15 MILLION IN DEBT FORGIVENESS AGREEMENTS WITH CREDITORS
San Diego, California -- May 4, 1998 -- Microelectronic Packaging, Inc.
("MPI" or the "Company") (OTC Bulletin Board: MPIX) today announced that it has
reached either definitive or non-binding settlement agreements with creditors
holding approximately 80% of the $29 million in Asian debt incurred by the
Company's Singapore subsidiaries that had been guaranteed by the Company.
Specifically, creditors holding more than a majority of the $29 million in such
debt have signed definitive, binding agreements, including the Company's largest
creditor, and creditors holding an additional 25% of such debt have either
signed non-binding written letters of intent or verbally agreed to a settlement
of the obligations owed to them. The agreements currently signed or otherwise
agreed would result in debt and accrued interest forgiveness of approximately
$15 million. Also, there are other non-cash considerations being provided to
certain creditors. The non-binding written letters and verbal agreements are
subject to the execution of definitive agreements between the Company and those
creditors and completion of these settlements can not be assured. The Company
will be required to obtain funds in the next several months in order to comply
with the payment terms of the settlement agreements and achieve the debt and
accrued interest forgiveness described above. Negotiations continue with the
creditors representing the remaining 20% of total debt. Approximately half of
this remaining debt could be settled by further liquidation of the Company's
assets at the closed Singapore subsidiaries, which assets serve as security for
the remaining debt.
Andrew K. Wrobel, President and Chief Executive Officer, said "The signed
definitive agreements with creditors holding a majority of the debt of our
liquidated subsidiaries in Singapore will assist MPI in completing the
restructuring of the debt with the remainder of our Asian creditors.
<PAGE>
"MPI has conducted extensive discussions with all of its liquidated
subsidiaries' Asian creditors. Building on the definitive settlement agreements
already signed with Asian creditors, MPI intends to obtain definitive agreements
with the remaining Asian creditors to completely restructure the $29 million in
Asian debt. All such creditors are being asked to agree to the settlement
proposal offered in order to preserve the principal and accrued interest
reductions already offered to the Company."
Microelectronic Packaging, Inc. is a leading international semiconductor
packaging company with design services, manufacturing and sales capability to
support the device packaging and electronic systems interconnection requirements
of integrated circuit (IC) and electronic systems manufacturers. At its San
Diego, California headquarters and manufacturing facility, the Company develops,
manufactures, markets and sells multichip modules to customers in the IC,
communications, automatic test equipment and other electronics-related
industries.
The Company is currently attempting to restructure its debt associated with
discontinued operations. The Company's ability to successfully restructure will
depend in large part upon the cooperation of its various creditors, lenders,
equity holders and other. There can be no assurance that such restructuring
will be completed successfully. The Company's business is also subject to other
risk factors, including the dependence on a limited number of customers and the
ability to fund any increased growth in its business or for the satisfaction of
its debt obligations.
<PAGE>
EXHIBIT 99.2
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES THAT SUCH
OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT
No. WCS-___
WARRANT TO PURCHASE COMMON STOCK
of
MICROELECTRONIC PACKAGING, INC.
Void after April 24, 2003
This certifies that, for valid and good consideration, ______________________
(the "Holder") is entitled, subject to the terms set forth below, to purchase
from Microelectronic Packaging, Inc. (the "Company"), a California corporation,
the number of shares of the Common Stock of the Company, as constituted on the
date hereof, upon surrender hereof, at the principal office of the Company
referred to below at the Exercise Price as set forth in Section 2 below. The
number, character and Exercise Price of such shares of Common Stock are subject
to determination and adjustment as provided below.
1. Term of Warrant. Subject to the terms and conditions set forth
---------------
herein, this Warrant shall be exercisable, in whole or in part, at any time or
from time to time on or after April 24, 1998. This Warrant shall expire at 5:00
p.m., Pacific Standard Time, on April 24, 2003 without any action on the part of
any party (the "Expiration Date").
<PAGE>
2. Exercise Price. The exercise price at which this Warrant may be exercised
--------------
shall be $1.00 per share of Common Stock, as adjusted from time to time pursuant
to Section 11 hereof (the "Exercise Price"), payable either by cash or check or
by net exercise pursuant to Section 4.d.
3. Number of Shares. The Holder is entitled, subject to the provisions of
----------------
this Warrant, to purchase from the Company an aggregate of __________ shares
fully paid and nonassessable shares of Common Stock of the Company (subject to
adjustment as provided herein) (the "Warrant Shares").
4. Exercise of Warrant.
-------------------
a. Subject to the terms and conditions set forth herein, the purchase
rights represented by this Warrant are exercisable by the Holder in whole or in
part, at any time, or from time to time, during the term hereof as described in
Section 1 above, and such exercise shall be effected by the surrender of this
Warrant, the Notice of Paid Exercise annexed hereto and upon payment of the
Exercise Price in cash or by check.
b. This Warrant shall be deemed to have been exercised immediately prior
to the close of business on the date of its surrender for exercise as provided
above, and the person or persons entitled to receive the shares of Common Stock
issuable upon such exercise shall be treated for all purposes as the holder of
record of such shares as of the close of business on such date. As promptly as
practicable on or after such date, the Company at its expense shall issue and
deliver to the person or persons entitled to receive the same a certificate or
certificates for the number of shares issuable upon such exercise.
c. Upon any partial exercise of this Warrant, there shall be issued to
the Holder hereof a new Warrant certificate in respect of the Warrant Shares as
to which the Warrant Shares evidenced by this Warrant certificate shall not have
been exercised. This Warrant certificate may be exchanged at the office of the
Company by surrender of this Warrant certificate properly endorsed either
separately or in combination with one or more other Warrant certificates for one
or more new Warrant certificates evidencing the right of the Holder thereof to
purchase the same aggregate number of Warrant Shares as were purchasable upon
exercise of this Warrant evidenced by the Warrant certificate or certificates
exchanged. No fractional shares will be issued upon the exercise of any Warrant,
but the Company will pay the cash value thereof determined as provided in this
Warrant. This Warrant certificate is transferable at the office of the Company
in the manner and subject to the limitations set forth in this Warrant.
2
<PAGE>
d. In lieu of exercising this Warrant by paying the Exercise Price in
cash or by check, Holder may elect to receive shares equal to the value of this
Warrant (or the portion thereof being canceled) by surrender of this Warrant at
the principal office of the Company together with the Notice of Net Exercise
annexed hereto in which event the Company shall issue to Holder a number of
shares of the Company's Common Stock, computed using the following formula:
Where X - The number of shares of Common Stock to be
issued to Holder.
X=(Y)(A-B)
--------
A
Y - The number of shares of Common Stock covered by this
Warrant to be canceled pursuant to such exercise
under this Warrant.
A - The fair market value of one share of the Company's
Common Stock,
B - Exercise Price (as adjusted to the date of such
calculations).
For purposes of this Section 4.d., the fair market value of one share
of the Company's Common Stock as of any date shall be determined as follows:
(1) if such stock is then quoted on the Nasdaq Stock
Market, American Stock Exchange or New York Stock Exchange, its average closing
price on such market or exchange calculated over the 30 trading days immediately
preceding the date of determination, as reported in The Wall Street Journal;
-----------------------
3
<PAGE>
(2) if such stock is publicly traded and is then
listed on a national securities exchange, its average closing price calculated
over the 30 trading days immediately preceding the date of determination on the
principal national securities exchange on which the stock is listed or admitted
to trading as reported in The Wall Street Journal;
-----------------------
(3) if such stock is publicly traded, but is not
quoted on the Nasdaq Stock Market nor listed or admitted to trading on a
national securities exchange, the mean of the average closing bid and asked
prices calculated over the 30 trading days immediately preceding the date of
determination as reported in The Wall Street Journal (or, if not so reported, as
-----------------------
otherwise reported by any newspaper or other source as the Board of Directors of
the Company may determine in good faith); or
(4) if none of the foregoing is applicable, as
determined by the Board of Directors of the Company in good faith; provided,
however, that if Transpac (as defined below), acting as agent for the Warrant
Holders (as defined below), objects to such determination, then as determined by
an investment banker or accountant mutually acceptable to the Company and
Transpac (as defined below), with the costs of such appraisal to be borne by
Transpac (as defined below).
If the Company's Common Stock is not publicly traded, the Board of
Directors of the Company shall inform the Warrant Holders (as defined below) of
its good faith determination of the fair market value of such Common Stock upon
the written request of any Warrant Holder (as defined below).
e. The Company hereby represents and covenants that the
Warrant Shares (or other securities) received upon exercise of this Warrant are
and will be listed, admitted to trading or authorized for quotation on any stock
market or securities exchange upon which the Common Stock or any other
securities of the Company are then listed, admitted to trading or authorized for
quotation.
5. No Fractional Shares or Scrip. No fractional shares or scrip
-----------------------------
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share to which the Holder would otherwise be
entitled, the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.
4
<PAGE>
6. No Rights of Shareholder. The Holder shall not be entitled to vote or
------------------------
receive dividends or be deemed the holder of Common Stock or any other
securities of the Company that may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the Holder, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give or withhold consent
to any corporate action or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until this Warrant shall have been
exercised and the shares of Common Stock purchasable upon the exercise hereof
shall have been issued, as provided herein.
7. Transfer of Warrant.
-------------------
a. Warrant Register. The Company will maintain a register (the "Warrant
----------------
Register") containing the names and addresses of the Holder or Holders. Any
Holder of this Warrant or any portion thereof may change his address as shown on
the Warrant Register by written notice to the Company requesting such change.
Any notice or written communication required or permitted to be given to the
Holder may be delivered or given by mail to such Holder as shown on the Warrant
Register and at the address shown on the Warrant Register. Until this Warrant
is transferred on the Warrant Register of the Company, the Company may treat the
Holder as shown on the Warrant Register as the absolute owner of this Warrant
for all purposes.
b. Non-transferability and Non-Negotiability of Warrant. This Warrant may
----------------------------------------------------
not be transferred or assigned without compliance with all applicable federal
and state securities laws by the transferor and the transferee (including the
delivery of investment representation letters and legal opinions reasonably
satisfactory to the Company). Any Holder of this Warrant or Warrant Shares (i)
that is a partnership or like organization may distribute or transfer all or any
portion of such securities to its partners or affiliated entities, or (ii) that
is a corporation or other entity may distribute or transfer all or any portion
of such securities to its subsidiaries or its parent company or entity, and, in
each case, shall not be obligated to provide the Company with any securities
laws opinion of counsel with respect to such distribution or transfer.
c. Compliance with Securities Laws.
-------------------------------
5.
<PAGE>
(1) Authorization. Holder has full power and authority to enter into
-------------
this Warrant, and such Warrant constitutes its valid and legally binding
obligation, enforceable in accordance with its terms.
(2) Purchase Entirely for Own Account. This Warrant has been
---------------------------------
purchased by the Holder for such Holder's own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part
thereof, and such Holder has no present intention of selling, granting any
participation in, or otherwise distributing the same. Such Holder does not
have any contract, undertaking, agreement or arrangement with any person to
sell, transfer, or grant participation to any person with respect to this
Warrant or underlying shares of Common Stock.
(3) Disclosure of Information. Such Holder acknowledges that it has
-------------------------
received all the information that it has requested in connection with the
purchase of this Warrant, including the Company's filings with the
Securities and Exchange Commission. Holder further represents that it has
had an opportunity to ask questions and receive answers from the Company,
as well as to consult its own legal, tax and other advisors, regarding the
information provided and the terms and conditions of the offering of this
Warrant. Holder represents and warrants that it is prepared to lose its
entire interest in this Warrant and the underlying shares of Common Stock
and has not relied on the Company or any of the Company's advisors in
determining whether to make this investment in the Company.
(4) Investment Experience. Holder acknowledges that it is able to
---------------------
fend for itself, can bear the economic risk of its investment and has such
knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in this
Warrant and the underlying shares of Common Stock. Such Holder also
represents it has not been organized for the purpose of acquiring this
Warrant.
(5) Accredited Investor.
-------------------
(A) Holder is an "accredited investor" as defined below and
understands the meaning of that term.
(B) The term "accredited investor" as used herein refers to:
6.
<PAGE>
(a) Any bank as defined in section 3(a)(2) of the Act, or
any savings and loan association or other institution as defined in section
3(a)(5(A) of the Act whether acting in its individual or fiduciary
capacity; any broker dealer registered pursuant to section 15 of the
Securities Exchange Act of 1934; any insurance company as defined in
section 2(13) of the Act; any investment company registered under the
Investment Borrower Act of 1940 or any business development company as
defined in section 2(a)(48) of that Act; any Small Business Investment
Borrower licensed by the U.S. Small Business Administration under section
301(c) or (d) of the Small Business Investment Act of 1958; any plan
established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees, if such plan has total assets in excess of
$5,000,000; any employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974, if the investment decision is made
by a plan fiduciary, as defined in section 3(21) of such Act, which is
either a bank, savings and loan association, insurance company, or
registered investment adviser, or if the employee benefit plan has total
assets in excess of $5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons that are accredited investors;
(b) Any private business development company as defined in
section 202(a)(22) of the Investment Advisers Act of 1940;
(c) Any organization described in section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $5,000,000;
(d) Any director, executive officer, or general partner of
the issuer of the securities being offered or sold, or any director,
executive officer, or general partner of a general partner of that issuer;
(e) Any natural person whose individual net worth, or joint
net worth with that person's spouse, at the time of his purchase exceeds
$1,000,000;
(f) Any natural person who had an individual income in
excess of $200,000 in each of the two most recent years or joint income
with that
7.
<PAGE>
person's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the current
year;
(g) Any trust with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the securities offered,
whose purchase is directed by a person who has such knowledge and
experience in financial and business matters that he is capable of
evaluating the merits and risks of the prospective investment or the issuer
believes immediately prior to making any sale that such person comes within
this description; or
(h) Any entity in which all of the equity owners are
accredited investors.
As used in this Section, the term "net worth" means the excess of
total assets over total liabilities. For the purpose of determining a person's
net worth, the principal residence owned by an individual should be valued at
fair market value, including the cost of improvements, net of current
encumbrances. As used in this Section, "income" means actual economic income,
which may differ from adjusted gross income for income tax purposes.
Accordingly, the Holder should consider whether it should add any or all of the
following items to its adjusted gross income for income tax purposes in order to
reflect more accurately its actual economic income: any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any limited
partnership, and deductions claimed for depletion.
(6) Restricted Securities. The Holder understands that this
---------------------
Warrant and underlying Common Stock it is purchasing are characterized as
"restricted securities" under U.S. federal securities laws inasmuch as they are
being acquired from the Company in a transaction not involving a public offering
and without registration under such laws and applicable regulations and cannot
be resold without registration under the Act, except in certain limited
circumstances. In this connection, the Holder represents that it is familiar
with SEC Rule 144, as currently in effect, and understands the resale
limitations imposed on these securities by the Act.
(7) Representations by Foreign Investor. The Holder hereby
-----------------------------------
represents that it has satisfied itself as to the full observance of the laws of
its jurisdiction in connection with any invitation to subscribe for this Warrant
and underlying shares of Common Stock, including (i) the legal requirements
within its jurisdiction for the purchase of this Warrant and underlying shares
of Common Stock, (ii) any foreign exchange restrictions applicable to such
purchase, (iii) any governmental or other consents that may need to be obtained,
and (iv) the
8.
<PAGE>
income tax and other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale, or transfer of this Warrant and underlying
shares of Common Stock. The Holder's subscription and payment for, and its
continued beneficial ownership of this Warrant, will not violate any applicable
securities or other laws of its jurisdiction.
(8) Compliance with Securities Laws. Unless otherwise provided
-------------------------------
herein, without in any way limiting the representations set forth above, the
Holder further agrees not to make any disposition of all or any portion of this
Warrant or any shares of Common Stock to be issued upon exercise hereof unless
and until the transferee has agreed in writing for the benefit of the Company to
be bound by the terms of this Warrant, provided and to the extent such sections
are then applicable, and:
(A) There is then in effect a registration statement under
the Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or
(B) (1) the Holder shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition and (2) the
Holder shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require registration
of such securities under the Act.
8. Legends. This Warrant and all shares of Common Stock issued upon
-------
exercise hereof will bear one or all of the following legends; provided, that if
this Warrant is exercised under Section 4.d. on or after the second anniversary
of the date of issuance of this Warrant, the legend in paragraph (A) below shall
be removed unless in the opinion of counsel reasonably acceptable to the Holder
such legend is required by applicable law:
(A) "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES,
OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER OF THESE SECURITIES THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS IN COMPLIANCE WITH THE ACT."
9.
<PAGE>
(B) Any legend required by the laws of the State of
California or other applicable authority, including any legend required by the
California Department of Corporations and Sections 417 and 418 of the California
Corporations Code.
9. Reservation of Stock. The Company covenants that during the term
--------------------
this Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant and, from time to time, will
take all steps necessary to amend its articles of incorporation to provide
sufficient reserves of shares of Common Stock issuable upon exercise of this
Warrant. The Company further covenants that all shares that may be issued upon
the exercise of rights represented by this Warrant, upon exercise of the rights
represented by this Warrant and payment of the Exercise Price, all as set forth
herein, will be free from all taxes, liens, and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
or otherwise specified herein) and will be fully paid and non-assessable. The
Company agrees that its issuance of this Warrant shall constitute full authority
to its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of Common Stock upon the
exercise of this Warrant.
10. Amendments and Waivers.
----------------------
a. Any term of this Warrant may be amended or waived with the
written consent of the Company and the Holder.
b. No waivers of or exceptions to any term, condition or
provision of this Warrant, in any one or more instances, shall be deemed to be,
or construed as, a further or continuing waiver of any such term, condition or
provision.
11. Adjustments. The number of shares purchasable hereunder are
-----------
subject to adjustment from time to time as follows:
a. Merger, Sale of Assets, etc. If at any time, while this
---------------------------
Warrant, or any portion thereof, is outstanding and unexpired there shall be (i)
a reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger (other than
a mere reincorporation merger where the subsidiary or affiliate of the Company
used to effectuate the reincorporation merger assumes all of the Company's
obligations under this Warrant) or consolidation of the Company with or into
another corporation in which the
10.
<PAGE>
Company is not the surviving entity, or a merger in which the Company is the
surviving entity but the shares of the Company's capital stock outstanding
immediately prior to the merger are converted by virtue of the merger into other
property, whether in the form of securities, cash, or otherwise, or (iii) a sale
or transfer of the Company's properties and assets as, or substantially as, an
entirety to any other person, then, as a part of such reorganization, merger,
consolidation, sale or transfer, lawful provision shall be made so that the
holder of this Warrant shall thereafter be entitled to receive upon exercise of
this Warrant, during the period specified herein and upon payment of the
Exercise Price then in effect or by net exercise pursuant to Section 4.d., the
number of shares of stock or other securities or property of the successor
corporation resulting from such reorganization, merger, consolidation, sale or
transfer which a holder of the shares deliverable upon such exercise of this
Warrant would have been entitled to receive in such reorganization,
consolidation, merger, sale or transfer, if this Warrant had been exercised
immediately before the consummation of such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in this Section 11. The foregoing provisions of this Section 11(a) shall
similarly apply to successive reorganizations, consolidations, mergers, sales
and transfers and to the stock or securities of any other corporation which are
at the time receivable upon the exercise of this Warrant. If the per share
consideration payable to the Holder hereof for shares in connection with any
such transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith by the Company's
Board of Directors. In all events, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the application of
the provisions of this Warrant with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this Warrant
shall be applicable after that event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon exercise of
this Warrant.
b. Reclassification, etc. If the Company at any time while this
---------------------
Warrant, or any portion thereof, remains outstanding and unexpired shall, by
reclassification of securities or otherwise, change any of the securities as to
which purchase rights under this Warrant exist into the same or a different
number of securities of any other class or classes, this Warrant shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable as the result of such change with respect to the
securities which were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change, and the Exercise
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 11.
11.
<PAGE>
c. Split, Subdivision or Combination of Shares. If the Company
-------------------------------------------
at any time while this Warrant, or any portion thereof, remains outstanding and
unexpired shall split, subdivide or combine the securities as to which purchase
rights under this Warrant exist, into a different number of securities of the
same class, this Warrant shall thereafter represent the right to acquire such
number of securities as would have been issuable as the result of such change
with respect to the securities which were subject to the purchase rights under
this Warrant immediately prior to such change, and the Exercise Price for such
securities shall be proportionately decreased in the case of a split or
subdivision or proportionately increased in the case of a combination.
d. Adjustments for Dividends in Stock or Other Securities or
---------------------------------------------------------
Property. If while this Warrant, or any portion hereof, remains outstanding and
- --------
unexpired the holders of the securities as to which purchase rights under this
Warrant exist at the time shall have received, or, on or after the record date
fixed for the determination of eligible shareholders, shall have become entitled
to receive, without payment therefor, other or additional stock or other
securities or property of the Company by way of dividend, then and in each case,
this Warrant shall represent the right to acquire, in addition to the number of
shares of the security receivable upon exercise of this Warrant, and without
payment of any additional consideration therefor, the amount of such other or
additional stock or other securities or property of the Company which such
holder would hold on the date of such exercise had it been the holder of record
of the security receivable upon exercise of this Warrant on the date hereof and
had thereafter, during the period from the date hereof to and including the date
of such exercise, retained such shares and/or all other additional stock
available by it as aforesaid during such period, giving effect to all
adjustments called for during such period by the provisions of this Section 11.
e. Prior Notice of Certain Events. The Company will provide
------------------------------
Holder with notice of any merger, asset sale or dividend not less than ten (10)
business days prior to the record date for such event.
12. Registration of Warrant Shares.
------------------------------
a. Company Registration. If (but without any obligation to do
--------------------
so) the Company proposes to register (including for this purpose a registration
effected by the Company for shareholders other than the Warrant Holders (as
defined below)) any of its common stock under the Act in connection with the
public offering of such securities solely for cash (other than a registration
relating solely to the sale of securities to participants in a Company stock
plan or a registration in which the only Common Stock being registered is Common
Stock issuable upon conversion of debt securities which are also being
registered), the Company shall, at such time, promptly give each Warrant Holder
thirty (30) days prior written notice of such registration. Upon
12.
<PAGE>
the written request of each Warrant Holder given within twenty (20) days after
mailing of notice of such registration by the Company in accordance with Section
13.b., the Company shall, subject to the provisions of Section 12.d., at the
Company's expense, cause to be registered under the Act all of the Warrant
Shares that each Warrant Holder has requested to be registered.
b. Demand Registration. Beginning April 24, 1999, Holders of at
-------------------
least 50% of the Warrant Shares issued or issuable pursuant to all of the
Warrants issued in connection with to the Restructuring, Settlement and Mutual
Release Agreement (the "Settlement Agreement") dated April 24, 1998 by and among
the Company, Transpac Capital Pte Ltd ("Transpac"), Transpac Industrial Holdings
Ltd, Regional Investment Company Ltd and Natsteel Equity III Pte Ltd (the
"Warrant Holders") shall have the right to request the filing of a registration
statement on Form S-3 but if the use of Form S-3 is not then available, then on
such other Form(s) as may be available to sell the Warrant Shares (and all
subsequent references herein to Form S-3 shall be deemed to be references to
such other Form(s) as well unless expressly provided otherwise) (such requests
shall be in writing and shall state the number of shares of Warrant Shares to be
disposed of and the intended methods of disposition of such shares by such
Holder or Holders); provided, however, that the Company shall not be obligated
to effect any such registration if the Holders, together with the holders of any
other securities of the Company entitled to inclusion in such registration,
propose to sell Warrant Shares and such other securities (if any) on Form S-3 at
an aggregate price to the public of less than $1,000,000, (provided that such
$1,000,000 minimum shall not apply if the Warrant Holders represent in writing
to the Company that they intend to dispose of at least 250,000 Warrant Shares)
or (ii) after the Company has effected one (1) such registration pursuant to
such a request of the Holders.
c. Company Obligations. In the case of each registration
-------------------
effected by the Company pursuant to Section 12.b., the Company will keep each
Holder advised in writing as to the initiation of each registration and as to
the completion thereof. At its expense, the Company will use its best efforts
to:
(1) File such S-3 registration statement with the Securities
and Exchange Commission within 45 days of receipt of a request pursuant to
Section 12.b. and, to the extent practicable, cause such registration statement
to be declared effective within 45 days of such request. In the event that such
registration statement is not on Form S-3, then the 45 day periods set forth in
the immediately preceding sentence shall be extended to 90 days.
(2) Keep the registration statement effective for one year
after the effective date of such registration statement;
13.
<PAGE>
(3) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;
(4) Furnish such number of prospectuses and other documents
incident thereto, including any amendment of or supplement to the prospectus, as
a Holder from time to time may reasonably request;
(5) Notify each seller of Warrant Shares covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or incomplete in the light of the
circumstances then existing, and shall promptly prepare and file with the
Securities and Exchange Commission either a supplement to such prospectus or
amendment to such registration statement or a filing under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), which is incorporated by
reference into such registration statement (and in the case of an amendment to
such registration statement use its best efforts to cause such amendment to
become effective as soon as possible), as may be necessary so that, as
thereafter delivered to purchasers of such shares, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or incomplete in light of the circumstances then existing, and at the
request of any such seller, shall furnish to such seller a reasonable number of
copies of such supplement, amendment or filing under the 1934 Act;
(6) Cause all such Warrant Shares registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed.
d. Limiting Provisions.
-------------------
(1) Notwithstanding the provisions of Section 12.a., if the
Company shall furnish to the Holders requesting inclusion in a registration
statement pursuant to Section 12.a., a certificate signed by the Chief Executive
Officer of the Company stating that in the good faith judgment of the Board of
Directors of the Company, it would be detrimental to the Company and its
shareholders for such registration statement to be filed and it is therefore
essential
14.
<PAGE>
to defer the filing of such registration statement, the Company shall have the
right to defer taking action with respect to such filing for a period of not
more than 120 days after receipt of the request for such registration; provided,
however, that the Company may not utilize this right more than once in any
twelve-month period.
(2) In connection with any offering involving an underwriting
of shares of the Company's capital stock, the Company shall not be required
under Section 12.a., to include any of the Warrant Shares in such underwriting,
unless the Warrant Holders accept the terms of the underwriting as agreed upon
between the Company and the underwriters selected by it (or by other persons
entitled to select the underwriters), and then only in such quantity as the
underwriters determine in their sole discretion will not, jeopardize the success
of the offering or have a material adverse effect on the price of or market for
the Company's capital stock. If the total amount of securities, including
Warrant Shares, requested by shareholders to be included in such offering
exceeds the amount of securities to be sold (other than by the Company) that the
underwriters determine in their sole discretion is compatible with the success
of the offering, then the Company shall be required to include in the offering
only that number of such securities, including Warrant Shares, which the
underwriters determine in their sole discretion will not jeopardize the success
of the offering (the securities so included to be apportioned pro rata among the
selling shareholders possessing contractual registration rights according to the
total amount of securities entitled to be included therein owned by each selling
shareholder or in such other proportions as shall mutually be agreed to by such
selling shareholders). The limitations contained in this Section 12.c.(3) could
result in no Warrant Shares being sold in a particular underwriting. Officers,
directors and employees of the Company, as well as other shareholders who do not
have contractual registration rights, will not be permitted to participate in
the registration unless the registration request of the Warrant Holders is fully
satisfied.
15.
<PAGE>
13. Miscellaneous.
-------------
a. Governing Law. This Warrant shall be governed by and
-------------
construed under the laws of California. The parties to this Warrant hereby (i)
irrevocably submit to the jurisdiction of the courts of Singapore, the courts of
the State of California, and the Federal courts of the United States sitting in
the State of California for the purpose of any action or proceeding arising out
of or relating to this Warrant and any other documents and instruments relating
hereto, (ii) agree that all claims in respect of any such action or proceeding
may be heard and determined in such courts, (iii) irrevocably waive (to the
extent permitted by applicable law) any objection which it now or hereafter may
have to the laying of venue of any such action or proceeding brought in any of
the foregoing courts, and any objection on the ground that any such action or
proceeding in any such court has been brought in an inconvenient forum and (iv)
agree that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any
other manner permitted by law.
b. Notices. Unless otherwise provided, any notice required or
-------
permitted under this Warrant shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or upon
deposit with the United States Post Office, by registered or certified mail,
postage prepaid and addressed to the party to be notified at the address
indicated for such party on the signature page hereof in the case of the
Company, and on the Warrant Register in the case of the Holder, or at such other
address as such party may designate by ten (10) days' advance written notice to
the other parties.
c. Counterparts. This Warrant may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
d. Successor and Assigns. This Warrant shall bind and benefit
---------------------
the Holder and each of its successors and assigns and the Company and each of
its successors and assigns.
16.
<PAGE>
IN WITNESS WHEREOF, each of Microelectronic Packaging, Inc., and the Holder
has caused this Warrant to be executed by one of its duly authorized officers or
such other authorized person or entity.
Dated: April 24, 1998 MICROELECTRONIC PACKAGING, INC.
By: _______________________________
___________________________________
(Print Name of Signatory)
Title: ____________________________
(name of holder)
__________________________________
By: ______________________________
__________________________________
(Print Name of Signatory)
Title: ___________________________
17.
<PAGE>
NOTICE OF PAID EXERCISE
-----------------------
To: MICROELECTRONIC PACKAGING, INC.
(1) The undersigned hereby elects to purchase __________ shares of Common
Stock of Microelectronic Packaging, Inc. pursuant to Section 4(a) of the
attached Warrant, and tenders herewith payment of the purchase price for such
shares.
(2) In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock are being acquired solely for the
account of the undersigned and not as a nominee for any other party, and for
investment, and that the undersigned will not offer, sell, or otherwise dispose
of any such shares of Common Stock except under circumstances that will not
result in a violation of the Securities Act of 1933, as amended, or any state
securities laws or unless sold pursuant to Rule 144 of such Act.
(3) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:
____________________________________
[Name]
And, if said number of shares of Common Stock shall not be all the shares
of Common Stock purchasable under the within Warrant certificate, a new Warrant
certificate is to be issued in the name of said undersigned for the balance
remaining of the Warrant Shares purchasable thereunder less any fraction of a
share paid in cash.
<PAGE>
NOTICE OF NET EXERCISE
----------------------
To: MICROELECTRONIC PACKAGING, INC.
(1) The undersigned hereby elects to purchase __________ shares of Common
Stock of Microelectronic Packaging, Inc. pursuant to Section 4.d. of the
attached Warrant, such that an additional number of shares of Common Stock under
the Warrant will be cancelled in respect of the purchase price in the manner set
forth in Section 4.d.
(2) In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock are being acquired solely for the
account of the undersigned and not as a nominee for any other party, and for
investment, and that the undersigned will not offer, sell, or otherwise dispose
of any such shares of Common Stock except under circumstances that will not
result in a violation of the Securities Act of 1933, as amended, or any state
securities laws or unless sold pursuant to Rule 144 of such Act.
(3) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:
__________________________________
[Name]
And, if number of shares of Common Stock being cancelled pursuant to
Section 4.d. of the Warrant shall not be all the shares of Common Stock
purchasable under the within Warrant certificate, a new Warrant certificate is
to be issued in the name of said undersigned for the balance remaining of the
Warrant Shares purchasable thereunder less any fraction of a share paid in cash.
