EXHIBIT 1
HELISYS, INC.
PREFERRED STOCK PURCHASE AGREEMENT
This Preferred Stock Purchase Agreement (this "Agreement") is made as of
November 18, 1997, by and between HELISYS, INC., a Delaware corporation (the
"Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, III (the "Purchaser").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE OF STOCK.
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1.1 Sale and Issuance of Series A Preferred Stock. Subject to the
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terms and conditions of this Agreement, the Purchaser agrees to purchase, and
the Company agrees to sell and issue to the Purchaser, 80,000 shares of the
Company's Convertible Series A Preferred Stock, $.001 par value (the "Series A
Preferred Stock") at a purchase price of $6.25 per share, or an aggregate
purchase price of $500,000 (the "Purchase Price"). The shares of Series A
Preferred Stock purchased hereunder are hereafter referred to as the "Shares."
1.2 Closing. The purchase and sale of the Shares shall take place at
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the offices of Stradling, Yocca, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., on November __,
1997, or at such other time and place as the Company and Purchaser mutually
agree upon orally or in writing (which time and place are designated as the
"Closing"). At the Closing, the Company shall deliver to the Purchaser a
certificate representing the Shares against delivery to the Company by the
Purchaser of (i) a wire transfer or a check in the amount of the $300,000
payable to the Company's order and (ii) that certain Demand Promissory Note
dated October 31, 1997 in the principal amount of $200,000 payable by the
Company to the Purchaser (the "Note"), which shall be cancelled and the
principal amount of which shall be applied towards the Purchase Price.
1.3 Reservation of Common Stock. Shares of the Company's Common
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Stock issuable upon conversion of the Series A Preferred Stock and the Warrant
(as defined below) when issued are herein referred to as the "Underlying Common
Stock." The Shares, the Warrant (as defined below) and the Underlying Common
Stock are sometimes herein referred to collectively as the "Securities." The
Company will, prior to the Closing, authorize and reserve, and covenants to
continue to reserve, free of preemptive rights and other preferential rights, a
sufficient number of its previously authorized but unissued shares of Common
Stock to satisfy the rights of conversion of all Shares and the exercise of the
Warrant (as defined below).
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
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The Company hereby represents and warrants to the Purchaser as
follows:
2.1 Organization and Standing. The Company is a corporation duly
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organized, validly existing, and in good standing under the laws of the State of
Delaware, and has full power and authority to own and operate its properties and
assets and to carry on its business as presently conducted. The Company is duly
qualified and authorized to do business, and is in good standing as a foreign
corporation, in each jurisdiction where the nature of its activities and of its
properties (both
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owned and leased) makes such qualification necessary, except where the failure
to so qualify would not have a material adverse effect upon the business and
operations of the Company.
2.2 Capitalization. The authorized capital stock of the Company,
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immediately after the Closing, will consist of 20,000,000 shares of Common
Stock, $.001 par value per share, of which 4,025,251 shares are issued an
outstanding and 1,000,000 shares of Preferred Stock, $.001 par value per share,
320,000 shares of which are designated Series A Preferred Stock, of which 80,000
shares are or will be issued and outstanding. The rights, preferences and
privileges associated with the Series A Preferred Stock are as set forth on
Exhibit A attached hereto. All of the outstanding shares of Series A Preferred
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Stock and the Warrant (as defined below) have been, and upon conversion of the
Series A Preferred Stock and upon exercise of the Warrant (as defined below),
the Underlying Common Stock will be, duly and validly issued in compliance with
federal and state securities laws.
2.3 Authorization. All corporate action on the part of the Company,
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its officers, directors and shareholders necessary for the authorization,
execution and delivery of this Agreement and the other agreements and documents
contemplated herein, the performance of all the Company's obligations hereunder
and thereunder, and for the authorization, issuance, sale and delivery of the
Securities has been taken or will be taken prior to the Closing. This Agreement
and the other agreements and documents contemplated herein, when executed and
delivered, shall constitute valid and legally binding obligations of the Company
enforceable in accordance with their respective terms, subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and subject to the availability of equitable remedies.
2.4 Validity of Securities. The sale of the Shares and the issuance
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of the Warrant (as defined below) and the Underlying Common Stock are not and
will not be subject to any preemptive rights or rights of first refusal that
have not been waived and, when issued, sold and delivered in compliance with the
provisions of this Agreement and/or the Certificate of Incorporation, the
Securities will be validly issued, fully paid and nonassessable, and will be
free of any liens or encumbrances; provided, however, that the Shares, the
Warrant (as defined below) and the Underlying Common Stock may be subject to
restrictions on transfer under state and/or federal securities laws as set forth
herein or as otherwise required by such laws at the time a transfer is proposed.
2.5 Compliance with Other Instruments. The Company is not in
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violation of any term of its Certificate of Incorporation or Bylaws, any
material mortgage, indenture, contract, agreement, instrument, judgment, decree,
order or, to the best of its knowledge, any statute, rule or regulation
applicable to the Company. The execution, delivery, and performance of and
compliance with this Agreement, and the issuance and sale of the Securities
pursuant hereto, will not result in any violation of any term of the Certificate
of Incorporation or Bylaws of the Company, or any material mortgage, indenture,
contract, agreement, instrument, judgment, decree or order, or be in conflict
with or constitute a default under any such term, or result in the creation of
any mortgage, pledge, lien, encumbrance, or charge upon any of the properties or
assets of the Company.
2.6 Litigation, etc. There are no actions, proceedings, or
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investigations before any court, or administrative agency pending or, to the
best of the Company's knowledge, currently threatened against or with respect to
the Company (or any basis therefor known to the Company), which question the
validity of this Agreement or any action taken or to be taken in connection
herewith, or which, either individually or in the aggregate, might result in a
material adverse change in the
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business, prospects, conditions, affairs, or operations of the Company or in any
of its properties or assets, or in any material impairment of the right or
ability of the Company to carry on its business as now conducted or as proposed
to be conducted, or in any material liability on the part of the Company. The
Company is not a party or subject to, and none of its assets are bound by, the
provisions of any order, writ, injunction, judgment, or decree of any court or
governmental agency or instrumentality.
2.7 Governmental Consents. All consents, approvals, orders, or
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authorizations of, or registrations, qualifications, designations, declarations,
or filings with, any governmental authority, required on the part of the Company
in connection with the valid execution and delivery of this Agreement and the
other agreements and documents contemplated herein, the offer, sale or issuance
of the Securities, or the consummation of any other transaction contemplated
hereby have been obtained, or will be effective at the Closing, except for
notices required or permitted to be filed with certain state and federal
securities commissions after the Closing, which notices will be filed on a
timely basis.
2.8 Offering. Assuming the accuracy of the representations and
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warranties of the Purchaser contained in Section 3.3 hereof, the offer, issue,
and sale of the Securities are and will be exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933, as amended (the
"1933 Act"), and have been registered or qualified (or are exempt from
registration and qualification) under the registration, permit, or qualification
requirements of all applicable state securities laws.
3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
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The Purchaser hereby represents and warrants to the Company as
follows:
3.1 Legal Power. It has the requisite legal power to enter into this
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Agreement, to purchase the Shares hereunder and to carry out and perform its
obligations under the terms of this Agreement.
3.2 Due Execution. This Agreement, and the other documents and
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agreements contemplated herein, have been duly authorized, executed and
delivered by it, and, upon due execution and delivery by the Company, this
Agreement and the other documents and agreements contemplated herein will each
be a valid and binding agreements of it, enforceable in accordance with their
respective terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and subject to the availability of
equitable remedies.
3.3 Information. It, or its representatives, have received all
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information as the Purchaser considers necessary for evaluating the risks and
merits of acquiring the Securities and has had the opportunity to make further
inquiries of the Company and its representatives for additional information.
3.4 Investment Representations.
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(a) It is acquiring the Securities for its own account, not as
nominee or agent, for investment and not with a view to, or for resale in
connection with, any distribution or public offering thereof within the meaning
of the Securities Act of 1933, as amended (the "1933 Act").
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(b) It understands that (i) Securities have not been registered
under the 1933 Act by reason of a specific exemption therefrom, that they must
be held by it indefinitely, and that it must, therefore, bear the economic risk
of such investment indefinitely, unless a subsequent disposition thereof is
registered under the 1933 Act or is exempt from such registration; (ii) each
certificate representing the Securities will be endorsed with the following
legend:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "1933 ACT") AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH
SECURITIES OR IF THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER
OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT
SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT."
and (iii) the Company will instruct any transfer agent not to register the
transfer of any of the Securities unless the conditions specified in the
foregoing legend are satisfied; provided, however, that no such opinion of
counsel shall be necessary if the sale, transfer or assignment is made pursuant
to Rule 144 of the 1933 Act and the Purchaser provides the Company with evidence
reasonably satisfactory to the Company and its counsel that the proposed
transaction satisfies the requirements of Rule 144. The Company agrees to
remove the foregoing legend from any securities if the requirements of Rule
144(k) of the 1933 Act (or any successor rule or regulation) apply with respect
to such securities and the Company and its counsel are provided with reasonably
satisfactory evidence that the requirements of Rule 144(k) apply.
(c) It is an investor in securities of companies in the
development stage and 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 the Securities.
(d) It is an "accredited investor" within the meaning of Rule
501 of Regulation D of the 1933 Act, as presently in effect.
(e) It understands that the Securities are characterized as
"restricted securities" under the federal securities laws inasmuch as they are
being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be
resold without registration under the 1933 Act, only in certain limited
circumstances, and it represents that it is familiar with Rule 144, as presently
in effect, and understands the resale limitations imposed thereby and by the
1933 Act.
(f) Its principal business address is as set forth on the
signature page hereto, and it does not reside in any state of the United States
other than the state specified in its address on the signature page hereto.
3.5 Subsequent Sales of Series A Preferred Stock. The Purchaser
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acknowledges that the Company may sell additional shares of Preferred Stock,
which may or may not have the same terms as that of the Series A Preferred
Stock, to such persons as the Board of Directors of the Company may determine,
and the Purchaser also acknowledges that it does not have any preemptive or
similar rights to purchase any such additional shares of Preferred Stock.
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4. CONDITIONS TO CLOSING.
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4.1 Conditions to Obligations of the Purchaser. The Purchaser's
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obligation to purchase the Shares at the Closing is subject to the fulfillment,
at or prior to the Closing of all of the following conditions, any of which may
be waived by the Purchaser in writing:
(a) Representations and Warranties True; Performance of
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Obligations. The representations and warranties made by the Company in Section 2
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hereof shall be true and correct on the date of the Closing, with the same force
and effect as if they had been made on and as of said date; the business and
assets of the Company shall not have been adversely affected in any material way
prior to the Closing; and the Company shall have performed all obligations and
conditions herein required to be performed by it on or prior to the Closing.
(b) Loan Agreements. The Company and Comerica Bank-California
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shall have entered into the Modification to Revolving Credit Loan & Security
Agreement in the form of Exhibit B-1 and the form of Master Revolving Note
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attached hereto as Exhibit B-2 (collectively, the "Loan Agreements").
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(c) Indemnification, Pledge and Security Agreement. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇, the President and Chief Executive Officer of the Company, and the
Purchaser shall have entered into the Indemnification, Pledge and Security
Agreement in the form of Exhibit C attached hereto.
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(d) Issuance of Warrant; Payment of Funds. In consideration for
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the execution by the Purchaser of the Guaranty in the form of Exhibit D attached
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hereto (the "Guaranty"), as provided in Section 5.1 below, the Company shall
have issued a warrant to purchase 100,000 shares of the Company's Common Stock
to the Purchaser, which warrant shall be in the form of Exhibit E attached
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hereto (the "Warrant") and shall have paid the Purchaser the sum of $10,000, by
delivery of a check or wire transfer to an account designated by the Purchaser.
(e) Proceedings and Documents. All corporate and other
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proceedings in connection with the transactions contemplated at the Closing, and
all documents and instruments incident to such transactions shall be reasonably
satisfactory in substance and form to the Purchaser, and the Purchaser shall
have received all such counterpart originals or certified or other copies of
such documents as it may reasonably request.
(f) Qualifications, Legal Investment. All authorizations,
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approvals, or permits, if any, of any governmental authority or regulatory body
of the United States or of any state that are required in connection with the
lawful sale and issuance of the Shares and the Warrant pursuant to this
Agreement shall have been duly obtained and shall be effective on and as of the
Closing. No stop order or other order enjoining the sale of the Shares or the
Warrant or the proposed issuance of the Underlying Common Stock shall have been
issued and no proceedings for such purpose shall be pending or, to the knowledge
of the Company, threatened by the Securities and Exchange Commission, the
California Commissioner of Corporations, or similar officer of any other state
having jurisdiction over this transaction. At the time of the Closing, the sale
and issuance of the Shares and the Warrant shall be legally permitted by all
laws and regulations to which the Purchaser and the Company are subject.
(g) Due Diligence. The results of Purchaser's business, legal
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and accounting due diligence with respect to the Company, including, without
limitation, a review of the Company's cash flow projections for the twelve month
period following the date of this Agreement (which shall have been delivered to
the Purchaser within a reasonable time prior to the
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Closing), shall have revealed, to the Purchaser's reasonable satisfaction, that
the Company will be able to meet its capital needs for existing operations and
future anticipated growth for the twelve month period following the date of this
Agreement.
4.2 Conditions to Obligations of the Company. The Company's
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obligation to issue and sell the Shares under this Agreement is subject to the
fulfillment to the Company's satisfaction, on or prior to the Closing, of the
following conditions, any of which may be waived by the Company in writing:
(a) Representations and Warranties True, Performance of
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Obligations. The representations and warranties made by the Purchaser in
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Section 3 hereof shall be true and correct at the date of the Closing, with the
same force and effect as if they had been made on and as of said date. The
Purchaser shall have performed and complied with all agreements and conditions
herein required to be performed or complied with by it on or before the Closing.
(b) Guaranty. The Purchaser shall have executed the Guaranty.
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(c) Qualifications, Legal Investment. All authorizations,
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approvals, or permits, if any, of any governmental authority or regulatory body
of the United States or of any state that are required in connection with the
lawful sale and issuance of the Shares and the Warrant pursuant to this
Agreement shall have been duly obtained and shall be effective on and as of the
Closing. No stop order or other order enjoining the sale of the Shares or the
Warrant or the proposed issuance of the Underlying Common Stock shall have been
issued and no proceedings for such purpose shall be pending or, to the knowledge
of the Company, threatened by the Securities and Exchange Commission, the
California Commissioner of Corporations, or any commissioner of corporations or
similar officer of any other state having jurisdiction over this transaction. At
the time of the Closing, the sale and issuance of the Shares and the Warrant
shall be legally permitted by all laws and regulations to which the Purchaser
and the Company are subject.
(d) Payment of Purchase Price; Delivery of the Note. The
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Purchaser shall have delivered, in payment of the Purchase Price for the Shares
purchased by it at the Closing, (i) the cash portion of the Purchase Price (as
contemplated in Section 1.2) and (ii) the Note for cancellation by the Company.
5. ADDITIONAL AGREEMENTS.
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5.1 Execution of Guaranty. At or prior to the Closing, and in
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consideration for the payments made to Purchaser pursuant to Section 5.2 below,
the Purchaser hereby agrees to execute the Guaranty for the benefit of the
Company, pursuant to which the Purchaser shall guaranty the Company's obligation
to pay Comerica Bank-California $500,000 as provided in the Loan Agreement.
5.2 Issuance of Warrants; Payment of Funds. The Company hereby
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agrees that, at the Closing, in consideration for the execution by the Purchaser
of the Guaranty, the Company shall (i) issue the Warrant to the Purchaser and
(ii) pay $10,000 to the Purchaser by delivery of a check or by wire transfer to
an account designated by the Purchaser. In addition to the foregoing, the
Company hereby covenants and agrees that it shall issue warrants to purchase
10,000 shares of the Company's Common Stock to the Purchaser for each $100,000
that the Company borrows under the terms of the Master Revolving Note dated
October 30, 1997, in the form attached hereto as Exhibit B-2, provided that the
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Guaranty shall, at the time of such borrowing, still be in full force and
effect. Such additional warrants shall be in the same form as the Warrant and
shall be issued to the Purchaser within
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five (5) business days after any such amounts are borrowed by the Company. For
purposes of calculating the number of additional warrants to be issued to the
Purchaser at such time that the Company borrows $100,000, each such $100,000
shall not include any amounts which have been borrowed, repaid and borrowed
again (for example, if the Company borrows $100,000, repays the $100,000 and
then borrows $200,000, the Company will only be obligated to issue an aggregate
of 20,000 warrants to the Purchaser).
5.3 Payment of Commissions. The Company hereby agrees that it shall
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pay the Purchaser a commission on the purchase price paid for Series A Preferred
Stock by investors who are introduced to the Company by the Purchaser, at rate
of six Percent (6%) of the aggregate purchase price paid by such investors.
Such commissions, if any, shall be paid at the closing of the sale by the
Company of Series A Preferred Stock to such investors.
6. MISCELLANEOUS.
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6.1 Governing Law. This Agreement shall be governed by and construed
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under the laws of the State of California as applied to agreements among
California residents, made and to be performed entirely within the State of
California.
6.2 Survival. The respective representations, warranties, covenants,
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and agreements made herein shall survive any investigation made by the Purchaser
and the applicable closing of the transactions contemplated hereby.
6.3 Successors and Assigns. Except as otherwise expressly provided
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herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto.
6.4 Entire Agreement. This Agreement, the Exhibits hereto, and the
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other documents delivered pursuant hereto constitute the full and entire
understanding and agreement among the parties with regard to the subjects hereof
and no party shall be liable or bound to any other party in any manner by any
representations, warranties, covenants, or agreements except as specifically set
forth herein or therein. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto and their
respective successors and assigns, any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
herein.
6.5 Separability. In case any provision of this Agreement shall be
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invalid, illegal, or unenforceable, it shall, to the extent practicable, be
modified so as to make it valid, legal and enforceable and to retain as nearly
as practicable the intent of the parties, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
6.6 Amendment and Waiver. Any term of this Agreement may be amended
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and the observance of any term of this Agreement may be waived (either generally
or in a particular instance, either retroactively or prospectively, and either
for a specified period of time or indefinitely), with the written consent of the
Company and the Purchaser.
6.7 Delays or Omissions. No delay or omission to exercise any right,
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power, or remedy accruing to the Purchaser upon any breach, default or
noncompliance of the Company under this Agreement or under any other document or
agreement contemplated herein, shall impair any such
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right, power, or remedy, nor shall it be construed to be a waiver of any such
breach, default or noncompliance, or any acquiescence therein, or of any similar
breach, default or noncompliance thereafter occurring. It is further agreed that
any waiver, permit, consent, or approval of any kind or character on the
Purchaser's part of any breach, default or noncompliance under this Agreement or
under any other document or agreement contemplated herein or any waiver on the
Purchaser's part of any provisions or conditions of this Agreement must be in
writing and shall be effective only to the extent specifically set forth in such
writing, and that all remedies, either under this Agreement or under any other
document or agreement contemplated herein, by law, or otherwise afforded to the
Purchaser, shall be cumulative and not alternative.
6.8 Notices, etc. All notices and other communications required or
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permitted hereunder shall be in writing and shall be deemed effectively given
upon personal delivery or on the third day following mailing by registered or
certified mail, return receipt requested, postage prepaid, addressed: (a) if to
the Purchaser, at such Purchaser's address as set forth on the signature page
hereto, or at such other address as the Purchaser shall have furnished to the
Company in writing, or (b) if to the Company, at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address as the Company shall have furnished
to the Purchaser in writing, with a copy to ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Stradling,
Yocca, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
6.9 Fees and Expenses. The Company shall pay all of the Purchaser's
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reasonable legal fees incurred in connection with the negotiation and execution
of this Agreement and the other documents and agreements contemplated herein.
In addition, if legal action is brought by, or on behalf of, the Purchaser or by
the Company to enforce or interpret this Agreement, the prevailing party shall
be entitled to recover its attorneys' fees and legal costs in connection
therewith.
6.10 Information Confidential. The Purchaser acknowledges that the
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information received by it pursuant hereto is confidential and for such
Purchaser's use only, and it will refrain from using such information or
reproducing, disclosing, or disseminating such information to any other person
(other than its employees, affiliates, agents, or partners having a need to know
the contents of such information and its attorneys), except in connection with
the exercise of rights under this Agreement, unless the Company has made such
information available to the public generally or it is required by a
governmental body to disclose such information.
6.11 Titles and Subtitles. The titles of the paragraphs and
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subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
6.12 Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
HELISYS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President and Chief
Executive Officer
PURCHASER
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, III
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, III
Address: Cruttenden ▇▇▇▇ Incorporated
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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