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EXHIBIT 4.7
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY APPLICABLE STATE SECURITIES LAWS AND NEITHER MAY BE SOLD OR OTHERWISE
TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND
SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD
THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES
ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION
WITH SUCH PROPOSED TRANSFER.
RF MICRO DEVICES, INC.
STOCK PURCHASE WARRANT
COMMON STOCK
Warrant No. 5 41,322 Shares
This certifies that, for value received,
FINOVA TECHNOLOGY FINANCE, INC. ("FINOVA")
or its assigns, is entitled, subject to the terms and conditions hereinafter
set forth, at any time after the date hereof and prior to 5:00 o'clock P.M.,
Greensboro, North Carolina time, on February 25, 2002, but not thereafter, to
purchase up to 41,322 shares of Common Stock, no par value ("Common Stock"), of
RF Micro Devices, Inc., a North Carolina corporation (the "Company"), such
number of shares being subject to adjustment upon the occurrence of the
contingencies set forth in this Warrant. The purchase price payable upon the
exercise of this Warrant shall be $9.00 per share, said amount being subject to
adjustment upon the occurrence of the contingencies set forth in this Warrant
(the "Warrant Price").
Upon delivery of this Warrant duly executed, together with
payment of the Warrant Price for the shares of Common Stock thereby purchased,
at the principal office of the Company or at such other address as the Company
may designate by notice in writing to the registered holder hereof, the
registered holder of this Warrant shall be entitled to receive a certificate or
certificates for the shares of Common Stock so purchased. All shares of Common
Stock issued upon the exercise of this Warrant will, upon issuance, be fully
paid and nonassessable and free from all taxes, liens and charges with respect
thereto.
This Warrant is subject to the following terms and conditions:
1. Exercise of Warrant. This Warrant may be exercised
in whole or in part, from time to time, at any time after the date hereof but
in any event at or prior to 5:00 o'clock P.M., Greensboro, North Carolina time,
on February 25, 2002, but not thereafter, as to all or any part of the number
of 41,322 whole shares of Common Stock then subject hereto. In case of any
partial exercise of this Warrant, the Company shall execute and deliver a new
Warrant of like tenor and expiration date for the balance of the shares of
Common Stock purchasable hereunder.
2. Adjustment of Warrant Price and Number of Shares
Purchasable Hereunder. The Warrant Price and the number of shares purchasable
hereunder shall be subject to adjustment from time to time in accordance with
the following provisions:
(a) The Warrant Price for the shares of Common Stock then
subject to this Warrant shall be reduced by the per share amount of
any cash dividend or distribution of property by the Company otherwise
than out of earned surplus, either tangible or intangible (other than
distributions of Common Stock), to the holders of the Common Stock,
unless and until the Warrant Price is equal to zero. If and when the
Warrant Price is reduced to zero, the registered holder of this
Warrant shall
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be entitled to receive, concurrently with the holders of the Common
Stock then outstanding, the per share amount of any such dividend or
distribution with respect to the number of shares of Common Stock then
purchasable upon exercise of this Warrant in the same manner and to
the same extent as if the registered holder of this Warrant were then
the registered owner of such number of shares of Common Stock. For
purposes of this subparagraph (a), the per share amount of any
distribution of property shall be the fair market value thereof as
determined by the Board of Directors in good faith in the resolutions
authorizing any such distribution. No adjustment in the number of
shares that may be purchased upon exercise of this Warrant shall be
required in the event of an adjustment in the Warrant Price per share
pursuant to this subparagraph (a).
(b) In case the Company shall at any time subdivide the
outstanding shares of its Common Stock, the Warrant Price in effect
immediately prior to such subdivision shall be proportionately
decreased, and in case the Company shall at any time combine the
outstanding shares of its Common Stock, the Warrant Price in effect
immediately prior to such combination shall be proportionately
increased, effective from and after the record date of such
subdivision or combination, as the case may be. Upon any adjustment
in the Warrant Price per share pursuant to this subparagraph (b), the
registered holder of this Warrant shall thereafter be entitled to
purchase, at the adjusted Warrant Price, the number of shares of
Common Stock, calculated to the nearest full share obtained by (X)
multiplying the number of shares of Common Stock purchasable hereunder
immediately prior to such adjustment by the Warrant Price in effect
immediately prior to such adjustment, and (Y) dividing the product
thereof by the Warrant Price resulting from such adjustment.
(c) In the event of the issuance of additional shares of
Common Stock of the Company as a dividend on the Common Stock, from
and after the day which is the record date for the determination of
shareholders entitled to such dividend, the registered holder of this
Warrant shall (until another adjustment) be entitled to purchase the
number of shares of Common Stock, calculated to the nearest full
share, obtained by multiplying the number of shares of Common Stock
purchasable hereunder immediately prior to said record date by a
fraction, the numerator of which is the total number of shares of
Common Stock outstanding after the issuance of dividend, calculated on
a fully diluted basis assuming the conversion of all outstanding
convertible securities and the exercise of all outstanding options,
warrants or other rights (including those with respect to convertible
securities), and the denominator of which is the number of shares of
Common Stock outstanding immediately prior to said record date,
calculated on a fully diluted basis assuming the conversion of all
outstanding convertible securities and the service of all outstanding
options, warrants, or other rights (including those with respect to
convertible securities). Upon each adjustment pursuant to this
subparagraph (c), the Warrant Price in effect immediately prior to
such adjustment shall be reduced to an amount determined by dividing
(X) the product obtained by multiplying such Warrant Price by the
number of shares of Common Stock purchasable hereunder immediately
prior to such adjustment by (Y) the number of shares of Common Stock
purchasable hereunder immediately following such adjustment.
(d) If the Company shall issue any additional shares of
Common Stock at a price per share less than the Warrant Price per
share at such time, including, for purposes of this paragraph 2(d) any
shares of Common Stock that may be issued upon the exercise of
conversion rights with respect to any other security of the Company
convertible into Common Stock (otherwise than as provided in
subparagraphs (b) or (c) of this paragraph 2), then the Warrant Price
upon each such issuance shall be reduced, as of the opening of
business on the date of such issue or sale, to the price determined by
multiplying the then adjusted Warrant Price by a fraction (A) the
numerator of which shall be (i) the number of shares of Common Stock
outstanding immediately prior to such issue or sale calculated on a
fully diluted basis assuming the conversion of all outstanding
convertible securities and the exercise of all outstanding options,
warrants or other rights (including those with respect to convertible
securities), plus (ii) the number of shares of Common Stock that the
aggregate consideration received by the Company for the total number
of additional shares of Common Stock so issued would purchase at the
then adjusted Warrant Price, and (B) the denominator of which shall be
the number of shares of Common Stock outstanding immediately after
such issue or sale calculated on a fully diluted basis
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assuming the conversion of all outstanding convertible securities and
the exercise of all outstanding options, warrants or other rights
(including those with respect to convertible securities).
The provisions of this subparagraph (d) shall not apply under
any of the circumstances for which an adjustment is provided in
subparagraphs (a), (b), or (c) of this paragraph 2.
For the purposes of this subparagraph (d), the issuance of any
warrants, options or other subscription rights with respect to Common
Stock and the issuance of any securities convertible into Common Stock
(or the issuance of any warrants, options or other subscription rights
with respect to such convertible securities) shall be deemed an
issuance at such time of Common Stock if the net consideration which
may be received by the Company for such Common Stock shall be less
than the Warrant Price at such time. No adjustment of the Warrant
Price shall be made under this subparagraph (d) upon the issuance of
any additional shares of Common Stock which are issued pursuant to the
exercise of any warrants, options or other subscription or purchase
rights or pursuant to the exercise of any conversion or exchange
rights in any convertible securities if any adjustment shall
previously have been made upon the issuance of any such warrants,
options or other rights or upon the issuance of any convertible
securities (or upon the issuance of any warrants, options or any
rights therefor) as above provided. On the expiration or termination
of any warrants, options or other subscription rights with respect to
Common Stock, or on the expiration or termination of any conversion or
exchange rights with respect to securities convertible into or
exchangeable for Common Stock (or warrants, options or any rights
therefor), the Warrant Price then in effect hereunder shall forthwith
be increased to the Warrant Price which would have been in effect at
the time of such expiration or termination if such warrants, options
or other subscription rights, or such conversion or exchange rights
(or warrants, options or any rights therefor), to the extent
outstanding immediately prior to such expiration or termination, had
never been issued.
For the purpose of this subparagraph (d), in the case of the
issue of shares of Common Stock for a consideration other than cash,
the consideration received by the Company therefor shall be deemed to
be the fair value of such consideration as determined in good faith by
its Board of Directors.
The provisions of this subparagraph (d) shall not apply with
respect to the issuance of any "Excluded Securities" (as hereinafter
defined). For the purposes hereof, "Excluded Securities" shall mean
the following:
(i) shares of Common Stock to be issued in
connection with the exercise of options granted or to be
granted to employees, directors, officers, consultants,
advisors, and other individuals performing services for or on
behalf of the Company pursuant to the terms of the Company's
stock option plans to purchase up to 1,426,000 shares of
Common Stock in the aggregate (subject to appropriate
adjustments in the event of stock dividends, stock splits or
similar capital adjustments or recapitalizations) upon the
vesting and subsequent exercise of such options;
(ii) shares of Common Stock issued upon conversion
of the Company's Class A-1 Convertible Preferred Stock, Class
A-2 Convertible Preferred Stock, Class B Convertible Preferred
Stock ,or Class C Convertible Preferred Stock;
(iii) shares of Common Stock issued upon exercise
of that certain Stock Purchase Warrant No. 1 dated August 7,
1995, and that certain Stock Purchase Warrant No. 2 dated
November 10, 1995, issued by the Company to ▇▇▇▇▇ Telecom
Group, Inc.;
(iv) shares of Common Stock issued upon exercise
of that certain Stock Purchase Warrant No. 3 dated June 6,
1996, and that certain Stock Purchase Warrant No. 4 dated June
6, 1996, issued by the Company to TRW, Inc. ("TRW"); and
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(v) shares of the Company's equity securities
issued upon conversion of that certain Subordinated
Convertible Promissory Note dated June 6, 1996, issued by the
Company to TRW.
The provisions of this subparagraph (d) shall terminate and no further
adjustments shall be thereafter made to the Warrant Price or the number of
shares purchasable hereunder upon the closing of an underwritten public
offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the "Act") covering the offer and sale to the public
of Common Stock resulting in gross proceeds to the Company (before deduction of
underwriter's commission and expenses) of not less than $15,000,000 and at a
price per share to the public which implies a pre-financing fully diluted
valuation of the Company of at least $75,000,000.
3. Reorganization, Reclassification, Consolidation or
Merger. If at any time while this Warrant is outstanding there shall be any
reorganization or reclassification of the Common Stock of the Company (other
than a subdivision or combination of shares provided for in paragraph 2 above),
or any consolidation or merger of the Company with another corporation, the
holder of this Warrant shall thereafter be entitled to receive, during the term
hereof and upon payment of the Warrant Price, the number of shares of stock or
other securities or property of the Company or of the successor corporation
resulting from such consolidation or merger, as the case may be, to which a
holder of the Common Stock of the Company, deliverable upon the exercise of
this Warrant, would have been entitled upon such reorganization,
reclassification, consolidation or merger if this Warrant had been exercised
immediately prior to such reorganization, reclassification, consolidation or
merger; and in any such case, appropriate adjustment (as determined by the
Board of Directors of the Company) shall be made in the application of the
provisions herein set forth with respect to the rights and interest thereafter
of the holder of this Warrant to the end that the provisions set forth herein
(including the adjustment of the Warrant Price and the number of shares
issuable upon the exercise of this Warrant) shall thereafter be applicable, as
near as reasonably may be, in relation to any shares or other property
thereafter deliverable upon the exercise hereof.
4. Net Issue Exercise. Notwithstanding any provision
herein to the contrary, if the fair market value (as determined below) of one
share of Common Stock is greater than the Warrant Price (at the date of the
calculation as set forth below) for that share, in lieu of exercising this
Warrant for cash, the registered holder of this Warrant may elect to receive
shares equal to the value (as determined below) of this Warrant (or the portion
thereof being canceled) by surrender of this Warrant at the principal office of
the Company (or at such other address as the Company may designate) together
with notice of such election. In such event, the Company shall issue to the
registered holder the number of shares of Common Stock, calculated to the
nearest full share, obtained by (X) multiplying the (i) number of shares of
Common Stock purchasable under the Warrant or, if only a portion of the Warrant
is being exercised, the portion of the Warrant being canceled (at the date of
such calculation) by (ii) the difference between the fair market value of one
share of the Common Stock (at the date of such calculation) and the per share
Warrant Price (as adjusted to the date of such calculation), and (Y) dividing
the product thereof by the fair market value of one share of the Common Stock.
For purposes of this paragraph 4, the "fair market value" of one share of
Common Stock shall be determined by the Company's Board of Directors in good
faith; provided, however, that if a public market for the Company's Common
Stock exists at the time of such exercise, the fair market value per share
shall be the average of the closing bid and asked prices of the Common Stock
quoted in the Over-The-Counter Market Summary or the last reported sale price
of the Common Stock or the closing price quoted on the NASDAQ National Market
System or any national securities exchange on which the Common Stock is listed,
whichever is applicable, as published in The Wall Street Journal for the five
(5) trading days prior to the date of determination of fair market value.
5. Description of Adjustments. Upon the request of the
registered holder made at any time after any adjustment of the Warrant Price or
in the number of shares of Common Stock purchasable upon the exercise of this
Warrant, the Company shall provide the registered holder of this Warrant at the
address of such holder as shown on the books of the Company with a written
description setting forth in reasonable detail the adjusted Warrant Price and
number of shares purchasable hereunder and the method of calculation of each.
6. Charges, Taxes and Expenses. The issuance of
certificates for shares of Common Stock upon any exercise of this Warrant shall
be made without charge to the holder hereof for any tax or other expense in
respect to the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of, or in such name or names as may be directed by, the holder of this Warrant;
provided,
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however, that in the event that certificates for shares of Common Stock are to
be issued in a name other than the name of the holder of this Warrant, this
Warrant when surrendered for exercise shall be accompanied by an instrument of
transfer in form satisfactory to the Company, duly executed by the holder
hereof in person or by an attorney duly authorized in writing and the holder
shall pay all stock transfer taxes payable upon issuance of such stock
certificate.
7. Registration Rights. The holder of this Warrant
shall have such rights to have registered under any federal or state securities
laws the shares of Common Stock issuable upon exercise hereof upon the same
basis and subject to the same terms and conditions (including indemnification)
as provided in that certain Second Amended and Restated Registration Rights
Agreement dated June 6, 1996, as amended, between the Company and the investors
named therein.
8. Certain Obligations of the Company. The Company
agrees that it will not establish or if established increase the par value of
the shares of any Common Stock which are at the time issuable upon exercise of
this Warrant above the then prevailing Warrant Price hereunder and that, before
taking any action which would cause an adjustment reducing the Warrant Price
hereunder below the then par value, if any, of the shares of any Common Stock
issuable upon exercise hereof, the Company will take any corporate action which
may, in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue fully paid and non assessable shares of Common Stock
at the Warrant Price as so adjusted.
9. Issuance of Additional Warrant. Reference is made to
the Master Equipment Lease Agreement dated as of December 2, 1996, between
Finova, as Lessor, and the Company, as Lessee (the "Lease"). At such time as
the "Purchase Price" (as defined in the lease) of "Equipment" (as defined in
the lease) exceeds Five Million and No/100 Dollars ($5,000,000.00), an
additional stock purchase warrant, substantially identical to this Warrant,
having a five-year term and covering 41,323 shares of Common Stock, shall be
promptly issued to Finova.
10. Miscellaneous.
(a) The Company covenants that it will at all times
reserve and keep available, solely for the purpose of issue upon the
exercise hereof, a sufficient number of shares of Common Stock to
permit the exercise hereof in full.
(b) The terms of this Warrant shall be binding upon and
shall inure to the benefit of any successors or assigns of the Company
and of the holder or holders hereof and of the Common Stock issued or
issuable upon the exercise hereof.
(c) No holder of this Warrant, as such, shall be entitled
to vote or receive dividends (except as provided in paragraph 2(a)
hereof) or be deemed to be a shareholder of the Company for any
purpose.
(d) This Warrant may be divided into separate Warrants
covering one share of the Common Stock or any whole multiple thereof,
for the total number of shares of Common Stock then subject to this
Warrant at any time, or from time to time, upon the request of the
registered holder of this Warrant and the surrender of the same to the
Company for such purpose. Such subdivided Warrants shall be
issued promptly by the Company following any such request and shall be
of the same form and tenor as this Warrant, except for any requested
change in the name of the registered holder stated herein.
(e) Except as otherwise provided herein, this Warrant and
all rights hereunder are transferrable by the registered holder hereof
in person or by duly authorized attorney on the books of the Company
upon surrender of this Warrant, properly endorsed, to the Company.
The Company may deem and treat the registered holder of this Warrant
at any time as the absolute owner hereof for all purposes and shall
not be affected by any notice to the contrary.
(f) Notwithstanding any provision herein to the contrary,
the holder hereof may not sell, transfer or otherwise assign this
Warrant unless the Company is provided with an opinion of counsel
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satisfactory in form and substance to the Company, to the effect that
such sale, transfer or assignment does not violate the Act or
applicable state securities laws.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto.
Dated February 25, 1997.
RF MICRO DEVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief
Executive Officer
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