- 4 -
(Ventures). Ventures, a New York-based investment banking firm
that specializes in obtaining early-stage financing for
technology companies, is a wholly owned subsidiary of Spencer
Trask. The terms of the 1993 PPA provided that Ventures would
attempt to raise $3 million to $5 million through a private
placement offering of Ciena stock. In exchange for such
services, Ciena agreed to pay Ventures a cash commission equal to
10 percent of the amount raised and issue Ventures warrants3 to
purchase a number of shares (i.e., based on the number of shares
sold in the offering). The warrants were exercisable for a
period of 5 years at $5 per share.
On April 8, 1994, Ciena and Ventures amended the 1993 PPA to
allow another investment banking firm to serve as the placement
agent for the offering of Ciena series A convertible preferred
stock. These changes were memorialized by an amended private
placement agreement (1994 PPA). The 1994 PPA provided that
following Ciena’s series A convertible preferred stock offering,
Ventures would serve as the placement agent in the offering of
3 Warrants, also referred to as “stock warrants”, are
similar to stock options. They are certificates that allow the
owner to purchase a specified number of shares, at a specified
time, for a specified price. Whereas stock options are normally
granted to employees, warrants are granted to the general public.
They are typically options to purchase stock over a long period
and are freely transferable instruments. Black’s Law Dictionary
1617 (8th ed. 2004).
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Next
Last modified: November 10, 2007