EXHIBIT 10.22
AMENDMENT TO WARRANTS
This Amendment to Warrants (this "Amendment") is entered into as of
April 7, 2003. Reference is made to certain warrants issued on October 24, 1997
(collectively, the "Series A Warrants") pursuant to the Securities Purchase
Agreement dated as of October 24, 1997, by Digital Theater Systems, Inc. (the
"Company") to the persons set forth on Schedule A attached hereto (the
"Investors"), granting the Investors rights to purchase shares of the Company's
common stock up to the amounts set forth on Schedule A.
WHEREAS, pursuant to Section 5(f) of the Series A Warrants, amendments
to the Series A Warrants shall be effective and binding on all holders of the
Series A Warrants if agreed to in writing by the Company and the Holders (as
defined therein) of 80% in interest of the Series A Warrants.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the undersigned
Investors hereby agree to amend the Series A Warrants as set forth below.
1. The definition of Qualified Public Offering contained in Section 1(b) of the
Series A Warrants is hereby amended to read in its entirety as follows:
"`Qualified Public Offering' shall mean an Initial Public Offering
underwritten on a firm commitment basis which results in aggregate gross cash
proceeds to the Company of not less than $20,000,000."
2. The definition of Excluded Stock contained in Section 1(b) of the Series A
Warrants is hereby amended to read in its entirety as follows:
"`Excluded Stock' shall mean (i) the Company's warrants to purchase an
aggregate of 608,238 shares of Common Stock at $.53 per share issuable
to Universal City Studios, Inc. and Forth Investments, LLC
(collectively, the "Universal and ▇▇▇▇▇▇▇▇▇ Warrants"); (ii) warrants
to purchase an aggregate of 59,435 shares of the Company's Preferred
Stock and/or Common Stock issued to ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLC (the "H&Q
Warrant"), exercisable at $2.019 per share; (iii) warrants to purchase
an aggregate of 4,253,327 shares of Common Stock at $6.057 per share
issued to certain of the Company's Common Stock holders (the "Offering
Warrants"); (iv) options to purchase an aggregate of up to 4,142,102
shares of Common Stock issued or issuable under stock option plans
approved by the Company's Board of Directors from time to time (the
"Incentive Stock Options"); (v) an aggregate of 5,943,536 shares of
Series A Preferred Stock issued at $2.019 per share (the "Series A
Preferred Stock"); (vi) warrants to purchase an aggregate of up to
5,943,536 shares of Common Stock (the "Purchaser Warrants") exercisable
at $.01 per share, issued in connection with the sale of the Series A
Preferred Stock; (vii) an aggregate of 1,857,355 shares of the
Company's Series B Redeemable Preferred Stock (the "Series B Preferred
Stock") issued at $2.019 per share; (viii) warrants to purchase an
aggregate of up to 3,714,710 shares of Common Stock ultimately issued
in connection with the sale of the Series B Preferred Stock (the
"Series B Warrants"), exercisable at $.01 per share; (ix) warrants to
purchase up to 65,728 shares of Common Stock at an exercise price of
$.01 per share issued pursuant to a settlement agreement between the
Company and one of its stockholders, and any shares of Common Stock
issuable upon exercise thereof; (x) any shares of Common Stock issued
upon exercise of the Universal and ▇▇▇▇▇▇▇▇▇ Warrants, the H&Q
Warrants, the Offering Warrants, the Incentive Stock Options, the
Purchaser Warrants and the Series B Warrants; and (xi) any shares of
Common Stock issued upon conversion of the Offered Series A Preferred
Stock or the Series B Preferred Stock."
3. Section 2(e) of the Series A Warrants is hereby amended to read in its
entirety as follows:
"Notwithstanding anything to the contrary contained herein, this
Warrant may not be exercised by the Holder hereof and shall be
canceled, rescinded and of no force or effect against the Issuer if the
Issuer consummates a Qualified Public Offering on or before October 31,
2003. Further, to the extent this Warrant has not been exercised by the
Holder hereof prior to a Qualified Public Offering, it shall be deemed
exercised, pursuant to the cashless exercise provision set forth above
in Section 2(b), as of the date one day prior to the Qualified Public
Offering. If upon or after the consummation of a Qualified Public
Offering the Issuer requests that the original hereof be marked
`canceled' and returned to the Issuer, the Holder hereof agrees to
honor such request."
4. The parties to this Amendment acknowledge and agree that as of the date of
this Amendment no adjustments in the number of shares issuable upon exercise of
the Series A Warrants or the exercise price thereof has been made pursuant to
Section 4 of the Series A Warrants.
5. Except as amended hereby, the Series A Warrants shall remain in full force in
effect.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to
Warrants to be duly executed as of the date and year first written above.
DIGITAL THEATER SYSTEMS, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: President & CEO
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[SIGNATURE PAGE TO AMENDMENT TO SERIES A WARRANTS]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to
Warrants to be duly executed as of the date and year first written above.
EOS PARTNERS SBIC, L.P.
By: Eos SBIC General, L.P.
its General Partner
By: Eos SBIC Inc.
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: President
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[SIGNATURE PAGE TO AMENDMENT TO SERIES A WARRANTS]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to
Warrants to be duly executed as of the date and year first written above.
WESTON PRESIDIO CAPITAL II
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: General Partner
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[SIGNATURE PAGE TO AMENDMENT TO SERIES A WARRANTS]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to
Warrants to be duly executed as of the date and year first written above.
SCRIPPS VENTURES, L.L.C.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Senior Vice President
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[SIGNATURE PAGE TO AMENDMENT TO SERIES A WARRANTS]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to
Warrants to be duly executed as of the date and year first written above.
THE PHOENIX PARTNERS IV LIMITED
PARTNERSHIP
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: General Partner
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to
Warrants to be duly executed as of the date and year first written above.
H&Q DIGITAL THEATER SYSTEMS
INVESTORS, L.P.
By: ______________________
Name: _____________
Title: ____________
[SIGNATURE PAGE TO AMENDMENT TO SERIES A WARRANTS]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to
Warrants to be duly executed as of the date and year first written above.
AT COMMUNICATIONS KK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
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Title: Managing Director
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[SIGNATURE PAGE TO AMENDMENT TO SERIES A WARRANTS]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to
Warrants to be duly executed as of the date and year first written above.
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[SIGNATURE PAGE TO AMENDMENT TO SERIES A WARRANTS]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to
Warrants to be duly executed as of the date and year first written above.
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[SIGNATURE PAGE TO AMENDMENT TO SERIES A WARRANTS]
SCHEDULE A
INVESTOR NUMBER OF SHARES
Eos Partners SBIC, L.P. 1,461,119
Weston Presidio Capital II 2,352,650
Scripps Ventures, L.L.C. 1,176,325
The Phoenix Partners IV Limited Partnership 198,118
H&Q Digital Theater Systems Investors, L.P. 371,471
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 2,500
▇▇▇ ▇▇▇▇▇▇▇▇ 5,000
▇▇▇▇ ▇▇▇▇▇ 3,467
▇▇▇▇ ▇▇▇ 2,477
Mr. and ▇▇▇. ▇.▇. ▇▇▇▇▇▇▇▇▇ 2,500
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,500
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 12,382
▇▇▇▇▇▇ ▇▇▇▇▇ 20,000
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 36,157
▇▇▇▇▇▇ ▇▇▇ 2,500
AT Communications KK 59,517
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 2,500
▇▇▇ ▇▇▇▇▇▇▇▇ 2,962
▇▇▇▇▇ ▇▇▇▇▇▇ 12,382
Mr. and ▇▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇ 28,321
▇▇▇ ▇▇▇▇▇▇▇ 12,382
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 49,034
▇▇▇▇▇ ▇▇▇▇▇ 60,000