Ancor filed 8 K today that details the Sun warrants. The 8K can be reviewed in detail on freeedgar.com..here's some excerpts:
WARRANT
TO PURCHASE SHARES OF COMMON STOCK
of
ANCOR COMMUNICATIONS, INCORPORATED
A Minnesota Corporation
Warrant No.: __________ Issuance Date: June 2, 1999
---------------------------
THIS CERTIFIES THAT, for value received, Sun Microsystems, Inc. (the
"Holder") is entitled to subscribe for and purchase from Ancor Communications,
Incorporated, a Minnesota corporation (the "Company"), 1,500,000 fully paid and
nonassessable shares (as adjusted pursuant to Section 2 hereof) (the "Warrant
Shares") of Common Stock, par value $0.01 per share, of the Company ("Common
Stock"), at an exercise price equal to $7.30 per share (as adjusted pursuant to
Section 2 hereof) (the "Exercise Price"), all upon the terms and subject to the
conditions hereinafter set forth.
1. EXERCISE RIGHTS.
(a) Cash Exercise. The purchase rights represented by this
Warrant may be exercised by the Holder for any Warrant Shares that have
vested pursuant Section 7, at any time on or prior to the Expiration
Date (as defined in Section 7), in whole or in part, by delivery to the
principal offices of the Company of this Warrant and a completed and
duly executed Notice of Cash Exercise, in the form attached as Exhibit
A hereto, accompanied by payment to the Company of an amount equal to
the Exercise Price per share then in effect multiplied by the number of
Warrant Shares to be purchased by the Holder in connection with such
cash exercise of this Warrant, which amount may be paid, at the
election of the Holder, by wire transfer or delivery of a check payable
to the order of the Company.
(b) Net Issue Exercise.
(i) In lieu of exercising the purchase rights represented by
this Warrant on a cash basis pursuant to Section 1(a) hereof,
the Holder may elect to exercise such rights represented by
this Warrant for any Warrant Shares that have vested pursuant
to Section 7, at any time on or prior to the Expiration Date,
in whole or in part, on a net-issue basis by electing to
receive the number of Warrant Shares which are equal in value
to the value of this Warrant at the time of any such net-issue
exercise, by delivery to the principal offices of the Company
of this Warrant and a completed and duly executed Notice of
Net-Issue Exercise, in the form attached as Exhibit B hereto,
properly marked to indicate (A) the number of Warrant Shares
vested, (B) the number of Warrant Shares to be delivered to
Holder, (C) the number of Warrant Shares surrendered by
Holder, (D) the number of Warrant Shares
remaining subject to the Warrant and (F) the calculation of
Fair Market Value as of the date of exercise (each as
determined in accordance with Section 1(b)(ii) hereof).
(ii) In the event that the Holder shall elect to exercise the
rights represented by this Warrant in whole or in part on a
net-issue basis pursuant to this Section 1(b), the Company
shall issue to the Holder the number of Warrant Shares
determined in accordance with the following formula:
X = Y (A-B)
-------
A
X = the number of Warrant Shares to be issued to
the Holder in connection with such net-issue
exercise.
Y = the number of Warrant Shares with respect to
which this Warrant is being exercised.
A = the Fair Market Value of one share of Common
Stock.
B = the Exercise Price per share in effect as of
the date of such net-issue exercise.
(c) Fair Market Value. For purposes of this Section 1, the
"Fair Market Value" of the Common Stock shall mean the average, for the
five trading days ending with the trading day which is two trading days
prior to the date of such exercise, of:
(i) the closing sale price of the Company's
Common Stock sold on the primary national
securities exchange or market on which the
Common Stock may at the time be listed or
traded, or
(ii) if there have been no sales on such exchange
or market on any such trading day, the
average of the highest bid and lowest asked
prices on such exchange or market at the end
of such day shall be used for such day, or
(iii) if on any such trading day the Common Stock
is not quoted on a national exchange or in
the NASDAQ System, the average of the
highest bid and lowest asked price on such
day in the domestic over-the-counter market
as reported by the National Quotation
Bureau, Incorporated, or any similar
successor organization.
(iv) Notwithstanding the foregoing, if the Holder
shall purchase any Warrant Shares
contemporaneously with the closing of a
Change in Control (as defined in Section
2(a)), then the Fair Market Value of one
share of Common Stock shall be the value
received by the holders of the Company's
Common Stock pursuant to such transaction
for each share of Common Stock, and such
purchase shall be effective upon the closing
of such transaction, subject to the due,
proper and prior surrender of this Warrant
and the aggregate Exercise Price applicable
thereto. |
