SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __________ )
CaminoSoft Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
133765107
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(CUSIP Number)
Russell Cleveland
8080 N. Central Expressway, Suite 210, LB-59
Dallas, TX 75206
214-891-8294
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 2003
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of Pages)
----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 133765107 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Renaissance Capital Growth & Income Fund III, Inc. 75-2533518
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF
3,011,633
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,011,633
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,011,633
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.88%
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14 TYPE OF REPORTING PERSON*
IV
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 133765107 13D Page 3 of 10 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Renaissance US Growth Investment Trust PLC None
(formerly named Renaissance US Growth and Income Trust PLC)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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7 SOLE VOTING POWER
NUMBER OF
1,576,667
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,576,667
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,576,667
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.97%
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14 TYPE OF REPORTING PERSON*
IV
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 133765107 13D Page 4 of 10 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BFS US Special Opportunities Trust PLC None
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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7 SOLE VOTING POWER
NUMBER OF
1,258,357
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,258,357
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,258,357
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.28%
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14 TYPE OF REPORTING PERSON*
IV
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 133765107 13D Page 5 of 10 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Renaissance Capital Group, Inc. 75-2053968
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF
11,700
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
11,700
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.12%
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 113765107 13D Page 6 of 10 Pages
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Item 1. Security and Issuer.
This statement relates to the Common Stock ("Common Shares") of CaminoSoft
Corp. (the "Company" or "CaminoSoft"). The principal executive offices of the
Company are located at 600 N. Hampshire Road, Suite 105, Westlake Village, CA
913613
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Item 2. Identity and Background.
(a) This statement is filed by Renaissance Capital Growth and Income Fund
III, Inc. ("Renaissance III"), Renaissance US Growth Investment Trust PLC
("Renaissance US"), BFS US Special Opportunities Trust PLC ("BFS US") and
Renaissance Capital Group, Inc. ("RCG") (collectively the "Reporting Persons").
(b) Renaissance III is a business development company regulated under the
Investment Company Act of 1940, as amended, and organized under the laws of the
State of Texas, with its principal business and principal office at 8080 N.
Central Expressway, Suite 210, LB-59, Dallas, Texas 75206-1857.
Renaissance US is an investment trust organized under the laws of England
and Wales. Its address in the United States is c/o Renaissance Capital Group,
Inc., Investment Manager, 8080 N. Central Expressway, Suite 210, LB-59, Dallas,
Texas 75206-1857.
BFS US is an investment trust organized under the laws of England and
Wales. Its address in the United States is c/o Renaissance Capital Group, Inc.,
Investment Adviser, 8080 N. Central Expressway, Suite 210, LB-59, Dallas, Texas
75206-1857.
Renaissance Capital Group, Inc. ("RCG"), is a corporation organized under
the laws of the State of Texas, with its principal business and principal office
at 8080 N. Central Expressway, Suite 210, LB-59, Dallas, Texas 75206-1857. RCG
is registered as an Investment Adviser under the Investment Adviser Act of 1940,
and is the Investment Adviser for Renaissance III, the Investment Manager for
Renaissance US, and the Investment Adviser for BFS US.
Robert C. Pearson, an Executive Officer of RCG serves on the Board of
Directors of the Company. Certain information concerning the directors and
executive officers of the Reporting Persons is set forth on Attachment 1
attached hereto and incorporated herein by reference.
The business addresses of the directors and executive officers of the
Reporting Persons are set forth on Attachment 1 to this Statement and
incorporated herein by reference.
(c) Renaissance III and Renaissance US are engaged in the business of
investing principally in emerging or undervalued US public companies. BFS US was
organized to carry on the business of an investment trust company and to
undertake all kinds of trust and agency business, including but not limited to
investing in emerging or undervalued US public companies. RCG is engaged in the
business of an investment adviser and serves as investment adviser to
Renaissance III and BFS US and investment manager to Renaissance US.
(d) Neither any of the Reporting Persons nor, to the best knowledge of such
persons, any person named in Attachment 1 to this Statement, has been convicted
in a criminal proceeding in the past five years (excluding traffic violations or
similar misdemeanors).
(e) Neither any of the Reporting Persons nor, to the best knowledge of such
persons, any person named in Attachment 1 to this Statement, was during the last
five years a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) All persons named on Attachment 1 to this Statement are citizens of the
United States or the United Kingdom. All of the directors and executive officers
of Renaissance III are citizens of the United States. All of the directors of
Renaissance US and BFS US are citizens of the United Kingdom, except for Russell
Cleveland and C. A. Rundell, Jr., who are citizens of the United States.
CUSIP No. 113765107 13D Page 7 of 10 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required by Renaissance III to acquire the
securities reported in Item 5(a) was $4,875,000. The source of such funds was
capital of Renaissance III. The Renaissance III options were assigned to
Renaissance III by Mr. Pearson who received them as compensation for service on
the Company's Board of Directors.
The total amount of funds required by Renaissance US to acquire the
securities reported in Item 5(a) was $3,245,295. The source of such funds was
capital of Renaissance US.
The total amount of funds required by BFS US to acquire the securities
reported in Item 5(a) was $1,334,043.10. The source of such funds was capital of
BFS US.
The total amount of funds required by RCG to acquire the securities
reported in Item 5(a) was $0. The RCG options were assigned to RCG by Mr.
Pearson who received them as compensation for service on the Company's Board of
Directors.
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Item 4. Purpose of Transaction.
Each of the Reporting Persons acquired beneficial ownership of the Common
Shares reported in 5(a) in the ordinary course of business for investment
purposes. As stated in Item 2(a) above, Robert C. Pearson, an Executive
Vice-President of RCG serves on the Board of Directors of the Company.
The Reporting Person(s) may participate in discussions with management or
third parties in which the Reporting Person(s) may suggest or take a position
with respect to potential changes in the operations. management, or capital
structure of the Company as a means of enhancing shareholder value. Such
suggestions or positions may relate to one or more of the transactions specified
in clauses (a) through (j) of Item 4 of this Schedule 13D form.
Each Reporting Person continues to assess the Company's business, financial
condition, results of operations and prospects, general economic conditions, the
securities markets in general and those for the Company's securities in
particular, other developments and investment opportunities, as well as each
Reporting Person's investment objectives. Depending on such assessments, any or
all of the Reporting Persons may acquire additional securities or may determine
to sell or otherwise dispose of some or all of its holding of securities.
Other than as described above and in clause (a) below, none of the
Reporting Persons has any present plans or proposals which relate to or would
result in any transaction, change, or event specified in clauses (a) through (j)
of Item 4 of this Schedule 13D.
(a) On November 27, 2002, BFS US entered into an agreement with the Company
to purchase up to $1,000,000 US in 6% Convertible Debentures (the "BFS US
Debenture"). This transaction is more fully described in Item 6, and the BFS
Debenture is attached hereto as Exhibit 2. As of the date of this filing, BFS US
has purchased only $324,000 US of the total amount in two disbursements as
described below.
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Item 5. Interest in Securities of the Issuer.
(a) Under SEC rules and as of the date of this filing, Renaissance III
beneficially owns 3,011,633 Common Shares; Renaissance US beneficially owns
1,576,667 Common Shares; BFS US beneficially owns 1,258,357 Common Shares, and
RCG beneficially owns 11,700 Common Shares computed on a fully converted basis.
Based upon information filed with the Securities and Exchange Commission,
the Common Shares beneficially owned by Renaissance III, Renaissance US, BFS US,
RCG, and together represent approximately 28.88%, 15.97%, 12.28%, 0.12% and
54.17%, respectively, of the outstanding Common Stock of the Company. The
foregoing percentages are calculated based on the 9,873,171 shares of the
Company's Common Stock outstanding as of December 15, 2002, as reported in the
Company's most recently filed Form 10-K.
CUSIP No. 113765107 13D Page 8 of 10 Pages
Renaissance III, Renaissance US, BFS US, and RCG disclaim that they are
members of a group for purposes of Regulation 13D.
The Common Shares deemed to be beneficially owned by Renaissance III are
comprised of 2,458,333 shares of Common Stock; 500,000 shares of Common Stock
issuable upon exercise of a warrant expiring August 31, 2003, at a price of
$1.00 per share (the "Renaissance III Warrant," described briefly in Item 6 and
attached hereto as Exhibit 3); and 53,300 shares of Common Stock issuable upon
the exercise of options expiring September 28, 2004, at a price of $3.63 per
share (the "Renaissance III Options").
The Common Shares deemed to be beneficially owned by Renaissance US are
comprised entirely of Common Stock.
The Common Shares deemed to be beneficially owned by BFS US are comprised
of 881,900 shares of Common Stock and 157,568 shares of Common Stock issuable
upon conversion of a $127,000 6% Convertible Debenture. This Debenture is fully
described in Item 6 and attached hereto as Exhibit 2.
The Common Shares deemed to be beneficially owned by RCG are comprised of
11,700 shares of Common Stock issuable upon the exercise of options expiring
September 28, 2004,at a price of $3.63 per share (the "RCG Options").
(b)
Number of shares as to which Renaissance III has:
(i) Sole power to vote or to direct the vote
3,011,633
(ii) Shared power to vote or to direct the vote None
(iii) Sole power to dispose or to direct the disposition of 3,011,633
(iv) Shared power to dispose or to direct the disposition of None
Number of shares as to which Renaissance US has:
(i) Sole power to vote or to direct the vote
1,576,667
(ii) Shared power to vote or to direct the vote None
(iii) Sole power to dispose or to direct the disposition of 1,576,667
(iv) Shared power to dispose or to direct the disposition of None
Number of shares as to which BFS US has:
(i) Sole power to vote or to direct the vote
1,258,357
(ii) Shared power to vote or to direct the vote None
(iii) Sole power to dispose or to direct the disposition of 1,039,468
(iv) Shared power to dispose or to direct the disposition of None
Number of shares as to which RCG has:
(i) Sole power to vote or to direct the vote
11,700
(ii) Shared power to vote or to direct the vote None
(iii) Sole power to dispose or to direct the disposition of 11,700
(iv) Shared power to dispose or to direct the disposition of None
(c) No transaction in the Common Shares was effected by a Reporting Person
within the last 60 days, except as follows: (a) the purchase on December 18,
2002, by BFS US of $127,000 of the BFS US Debenture convertible into 158,568
shares of Common Stock at a rate of $0.806 per share; and the purchase on
January 15, 2003, by BFS US of $197,000 of the BFS US Debenture convertible into
218,889 shares of Common Stock at a rate of $0.90 per share.
(d) No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Shares beneficially owned by the Reporting Persons.
(e) Not applicable.
CUSIP No. 113765107 13D Page 9 of 10 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On July 1, 1998, in connection with the purchase by Renaissance III of
1,750,000 shares of common stock, the Company (then known as Interscience
Computer Corporation) issued to Renaissance III a Warrant to purchase 500,000
shares of the Company's Common Stock. This two-year Warrant is dated April 18,
1998, and is exercisable at a rate of $1.00 per share. The expiration of this
Warrant has subsequently been extended until August 30, 2002. On April 17, 2000,
Interscience Computer Corporation officially changed its name to CaminoSoft
Corp. The original Renaissance III Warrant is attached hereto as Exhibit 3.
On November 27, 2002, BFS US entered into a $1,000,000 6% Convertible
Debenture agreement with the Company (the "BFS US Debenture"). Although the
entire amount of the debenture is potentially $1,000,000, it is anticipated that
the Company will "draw down" the loan amounts as needed. The BFS US Debenture
matures on November 27, 2005, at which time the unpaid Principal Amount, and all
accrued and unpaid interest and any other charges, fees, and payments then due
under the Agreement, shall be due and payable in full. The conversion price is
set at $1.00 unless, however, the five (5)-day average closing price for the
Company's Common Stock immediately prior to a disbursement is below $1.00, in
which case, such five (5)-day average shall become the Conversion Price.
On December 18, 2002, BFS US made the first disbursement pursuant to the
BFS US Debenture. This disbursement was in the amount of $127,000 and is
convertible into 157,568 Common Shares at a rate of $0.806 per share. On January
15, 2003, BFS US made the second disbursement pursuant to the BFS US Debenture
in the amount of $197,000, convertible into 218,889 shares of Common Shares at a
rate of $0.90 per share.
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Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1(k)
Exhibit 2 Renaissance III Warrant
Exhibit 3 BFS US Debenture
CUSIP No. 113765107 13D Page 10 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 17, 2003
(Date)
/S/ Russell Cleveland
--------------------------------------------------
(Signature)
Russell Cleveland President and Chief Executive
Officer Renaissance Capital Growth & Income Fund
III, Inc.
--------------------------------------------------
(Name/Title)
/S/ Russell Cleveland
--------------------------------------------------
(Signature)
Russell Cleveland
Director
Renaissance US Growth Investment Trust PLC
--------------------------------------------------
(Name/Title)
/S/ Russell Cleveland
--------------------------------------------------
(Signature)
Russell Cleveland
Director
BFS US Special Opportunities Trust PLC
--------------------------------------------------
(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
ATTACHMENT 1
The name. business address. and principal occupation of the directors and
executive officers of Renaissance III are as follows:
DIRECTORS
Principal
Name Business Address Occupation
Edward O. Boshell, Jr. c/o Renaissance Capital Group, Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Russell Cleveland c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Peter Collins c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Ernest C. Hill c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Charles C. Pierce, Jr. c/o Renaissance Capital Group, Inc. Director
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
OFFICERS
Russell Cleveland c/o Renaissance Capital Group, Inc. President and
8080 North Central Expressway Chief Executive
Suite 210, LB-59 Officer
Dallas, TX 75206-1857
John A. Schmit c/o Renaissance Capital Group, Inc. Vice President
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Robert C. Pearson c/o Renaissance Capital Group, Inc. Vice President
8080 North Central Expressway
Suite 210, LB-59
Dallas, TX 75206-1857
Barbara A. Butschek c/o Renaissance Capital Group, Inc. Secretary and
8080 North Central Expressway Treasurer
Suite 210, LB-59
Dallas, TX 75206-1857
Page 1
The name, business address, and principal occupation of the directors and
executive officers of Renaissance PLC are as follows:
DIRECTORS
Principal
Name Business Address Occupation
Michael B. Cannan c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Russell Cleveland c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Ernest J. Fenton c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Lord Mark Fitzalan Howard OBE c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
C. A. Rundell, Jr. c/o Sinclair Henderson Limited
Director 23 Cathedral Yard
Exeter EX11HB
William W. Vanderfelt c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
OFFICERS
None
Page 2
The name. business address. and principal occupation of the directors and
executive officers of BFS US are as follows:
DIRECTORS
Principal
Name Business Address Occupation
Lord Lang of Monkton c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Russell Cleveland c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Ernest John Fenton c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
Anthony Arthur Reid c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
William Weeks Vanderfelt c/o Sinclair Henderson Limited Director
23 Cathedral Yard
Exeter EX11HB
OFFICERS
None
Page 3
EXHIBIT 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all of each
of the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the others, except
to the extent it knows or has reason to believe that such information is
inaccurate. This Joint Filing Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
By: _________________________________________
Name: Russell Cleveland
Title: President and Chief Executive Officer
RENAISSANCE US GROWTH & INCOME TRUST PLC
By: _________________________________________
Name: Russell Cleveland
Title: Director
BFS US SPECIAL OPPORTUNITIES TRUST PLC
By: __________________________________
Name: Russell Cleveland
Title: Director
EXHIBIT 2
WARRANT
NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE
OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OF (2) THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS
WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE
SECURITIES LAWS.
THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.
INTERSCIENCE COMPUTER CORPORATION
Warrant for the Purchase
of
500,000 Shares of Common Stock, Without Par Value
April 18, 1998
THIS CERTIFIES that, for value received, Renaissance Group, Inc. (together
with all permitted assigns, the "Holder") is entitled to subscribe for, and
purchase from, Interscience Computer Corporation, a California corporation (the
"Company"), upon the terms and conditions set forth herein, at any time or from
time to time during the period commencing on April 18, 1998 (such date being
referenced to as the Initial Exercise Date), and terminating at 5:00 p.m., Los
Angeles local time, on the second anniversary of the Initial Exercise Date (the
"Exercise Period"). This Warrant is exercisable at an exercise price per share
equal to $1.00 per share; provided, however, that upon the occurrence of any of
the events specified in Section 5 hereof, the rights granted by this Warrant,
including the number of shares of Common stock to be received upon such
exercise, shall be adjusted as therein specified.
This Warrant is being issued pursuant to that certain Plan of
Reorganization of the Company.
Each share of Common Stock issuable upon the exercise hereof shall be
hereinafter referred to as a "Warrant Share".
Section 1 Exercise of Warrant.
This Warrant may be exercised during the Exercise Period, either in whole
or in part, by the surrender of this warrant (with the election at the end
hereof duly executed) to the Company at its office at 5236 Colodny Drive, Suite
100, Agoura Hills, California 91301, or at such other place as is designated in
writing by the Company, together with a certified or bank cashier's check
payable to the order of the Company in an amount equal to the product of the
Exercise Price and the number of Warrant Shares for which this Warrant is being
exercised.
Section 2 Rights Upon Exercise; Delivery of Securiti4es.
Upon each exercise of the Holder's rights to purchase Warrant Shares, the
Holder shall be deemed to be the holder of record of the Warrant Shares,
notwithstanding that the transfer books of the Company shall then be closed or
certificates representing the Warrant Shares with respect to which this Warrant
was exercised shall not then have been actually delivered to the Holder. As soon
as practicable after each such exercise of this Warrant, the Company shall issue
and deliver to the Holder a certificate or certificates representing the Warrant
Shares issuable upon such exercise, registered in the name of the Holder or its
designee. If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a Warrant
evidencing the right of the Holder to purchase the balance of the aggregate
number of Warrant Shares purchasable hereunder as to which this Warrant has not
been exercised or assigned.
Section 3 Registration of Transfer and Exchange.
Any Warrants issued upon the transfer or exercise in part of this Warrant
shall be numbered and shall be registered in a warrant register (the "Warrant
Register") as they are issued. The Company shall be entitled to treat the
registered holder of any Warrant on the Warrant Register as the owner in fact
thereof for all purposes, and shall not be bound to recognize any equitable or
other claim to, or interest in, such Warrant on the part of any other person,
and shall not be liable for any registration or transfer of Warrants which are
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registered or to be registered in the name of a fiduciary or the nominee of a
fiduciary unless made with the actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration of transfer, or
with the knowledge of such facts that its participation therein amounts to bad
faith. This Warrant shall be transferable on the books of the Company only upon
delivery thereof duly endorsed by the Holder or by his duly authorized attorney
or representative, or accompanied by proper evidence of succession, assignment,
or authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian, or other legal representative, duly authenticated
evidence of his, her, or its authority shall be produced. Upon any registration
of transfer, the Company shall deliver a new Warrant or Warrants to the person
entitled thereto. This Warrant may be exchanged, at the option of the Holder
thereof, for another Warrant, or other Warrants of different denominations, of
like tenor and representing in the aggregate the right to purchase a like number
of Warrant Shares (or portions thereof), upon surrender to the Company or its
duly authorized agent. notwithstanding the foregoing, the Company shall have no
obligation to cause Warrants to be transferred on its books to any person if, in
the opinion of counsel to the Company, such transfer does not comply with the
provisions of the Securities Act and the rules and regulations thereunder.
Section 4 Reservation of Shares.
The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of the Warrants, such number of shares of Common Stock as shall,
from time to time, be sufficient therefor. The Company represents that all
shares of Common Stock issuable upon exercise of this Warrant are duly
authorized and, upon receipt by the Company of the full payment for such Warrant
Shares, will be validly issued, fully paid, and nonassessable, without any
personal liability attaching to the ownership thereof and will not be issued in
violation of any preemptive or similar rights of shareholders.
Section 5 Antidilution.
(a) In the event that the Company shall at any time after the Initial
Exercise Date (i) declare a dividend on the outstanding Common Stock payable in
shares of its capital stock, (ii) subdivide the outstanding Common Stock; (iii)
combine the outstanding Common Stock into a smaller number of shares; or (iv)
issue any shares of its capital stock by reclassification of the Common Stock
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(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then, in each case,
the Exercise Price per Warrant Share in effect at the time of the record date
for the determination of shareholders entitled to receive such dividend or
distribution or of the effective date of such subdivision, combination, or
reclassification shall be adjusted so that it shall equal the price determined
by multiplying such Exercise Price by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
action, and the denominator of which shall be the number of shares of Common
Stock outstanding after giving effect to such action. Such adjustment shall be
made successively whenever any event listed above shall occur and shall become
effective at the close of business on such record date or at the close of
business on the date immediately preceding such effective date, as applicable.
(b) All calculations under this Section 5 shall be made to the nearest cent
or to the nearest one-hundredth of a share, as the case may be.
(c) In any case in which this Section 5 shall require that an adjustment in
the number of Warrant Shares be made effective as of a record date for a
specified event, the Company may elect to defer, until the occurrence of such
event, issuing to the Holder, if the Holder exercised this Warrant after such
record date, the Warrant Shares, if any, issuable upon such exercise over and
above the number of Warrant Shares issuable upon such exercise on the basis of
the adjustment; provided, however, that the Company shall deliver to the Holder
a due bill or other appropriate instrument evidencing the Holder's right to
receive such additional shares of Common Stock upon the occurrence of the event
requiring such adjustment.
(d) Whenever there shall be an adjustment as provided in this Section 5,
the Company shall within 15 days thereafter cause written notice thereof to be
sent by registered mail, postage prepaid, to the Holder, at its address as it
shall appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Warrant Shares issuable and
the Exercise Price thereof after such adjustment and setting forth a brief
statement of the facts requiring such adjustment and the computation thereof,
which officer's certificate shall be conclusive evidence of the correctness of
any such adjustment absent manifest error.
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(e) The Company shall not be required to issue fractions of shares of
Common Stock or other capital stock of the Company upon the exercise of this
Warrant. If any fraction of a share of Common Stock would be issuable on the
exercise of this Warrant (or specified portions thereof), the Company shall
purchase such fraction for an amount in cash equal to the same fraction of the
average closing sale price (or average of the closing bid and asked prices, if
closing sale price is not available) of Common Stock for the 10 trading days
ending on and including the date of exercise of this Warrant.
(f) No adjustment in the Exercise Price per Warrant Share shall be required
if such adjustment is less than $0.25; provided, however, that any adjustments
which by reason of this Section 5 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.
(g) Whenever the Exercise Price payable upon exercise of this Warrant is
adjusted pursuant to subsection (a) above, the number of Warrant Shares issuable
upon exercise of this Warrant shall simultaneously be adjusted by multiplying
the number of Warrant Shares theretofore issuable upon exercise of this Warrant
by the Exercise Price in effect on the date hereof and dividing the product so
obtained by the Exercise Price, as adjusted.
Section 6 Reclassification; Reorganization; Merger.
(a) In case of any capital reorganization, other than in the cases referred
to in Section 5(a) hereof, or the consolidation or merger of the Company with or
into another corporation (other than a merger or consolidation in which the
Company is the continuing corporation and which does not result in any
reclassification of the outstanding shares of Common Stock or the conversion of
such outstanding shares of Common Stock into shares of other stock or other
securities or property), or in the case of any sale, lease, or conveyance to
another corporation of the property and assets of any nature of the Company as
an entirety or substantially as an entirety (such actions being hereinafter
collectively referred to as "Reorganizations"), there shall thereafter be
deliverable upon exercise of this Warrant (in lieu of the number of Warrant
Shares theretofore deliverable) the number of shares of stock or other
securities or property to which a holder of the respective number of Warrant
Shares which would otherwise have been deliverable upon the exercise of this
Warrant would have been entitled upon such Reorganization if this Warrant had
been exercised in full immediately prior to such Reorganization. In case of any
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Reorganization, appropriate adjustment, as determined in good faith 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 interests of the Holder so that
the provisions set forth herein shall thereafter be applicable, as nearly as
possible, in relation to any shares or other property thereafter deliverable
upon exercise of this Warrant. Any such adjustment shall be made by, and set
forth in, a supplemental agreement between the Company, or any successor
thereto, and the Holder, with respect to this Warrant, and shall for all
purposes hereof conclusively be deemed to be an appropriate adjustment. The
Company shall not effect any such Reorganization unless, upon or prior to the
consummation thereof, the successor corporation, or if the Company shall be the
surviving corporation in any such Reorganization and is not the issuer of the
shares of stock or other securities or property to be delivered to holders of
shares of the Common Stock outstanding at the effective time thereof, then such
issuer, shall assume by written instrument the obligation to deliver to the
Holder such shares of stock, securities, cash, or other property as such Holder
shall be entitled to purchase in accordance with the foregoing provisions. In
the event of sale, lease, or conveyance or other transfer of all or
substantially all of the assets of the Company as part of a plan for liquidation
of the Company, all rights to exercise this Warrant shall terminate 30 days
after the Company gives written notice to the Holder that such sale or
conveyance or other transfer has been consummated.
(b) In case of any reclassification or change of the shares of Common Stock
issuable upon exercise of this Warrant (other than a change in par value or from
a specified par value to no par value, or as a result of a subdivision or
combination, but including any change in the shares into two or more classes or
series of shares), or in case of any consolidation or merger of another
corporation into the Company in which the Company is the continuing corporation
and in which there is a reclassification or change (including a change to the
right to receive cash or other property) of the shares of Common Stock (other
than a change in par value, or from no par value to a specified par value, or as
a result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), the Holder or holders of this
Warrant shall have the right thereafter to receive upon exercise of this Warrant
solely the kind and amount of shares of stock and other securities, property,
cash, or any combination thereof receivable upon such reclassification, change,
consolidation, or merger by a holder of the number of Warrant Shares for
which this Warrant might have been exercised immediately prior to such
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reclassification, change, consolidation, or merger. Thereafter, appropriate
provision shall be made for adjustments which shall be as nearly equivalent as
practicable to the adjustments in Section 5.
(c) The above provisions of this Section 6 shall similarly apply to
successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, sales, leases, or conveyances.
Section 7 Notice of Certain Events.
In case at any time the Company shall propose:
(a) to pay any dividend or make any distribution on shares of Common Stock
in shares of Common Stock or make any other distribution (other than regularly
scheduled cash dividends which are not in a greater amount per share than the
most recent such cash dividend) to all holders of Common Stock; or
(b) to issue any rights, warrants, or other securities to all holders of
Common Stock entitling them to purchase any additional shares of Common Stock or
any other rights, warrants, or other securities; or
(c) to effect any reclassification or change of outstanding shares of
Common Stock or any consolidation, merger, sale, lease, or conveyance of
property, as described in Section 6; or
(d) to effect any liquidation, dissolution, or winding-up of the Company;
or
(e) to take any other action which would cause an adjustment to the
Exercise Price per Warrant Share;
then, and in any one or more of such cases, the Company shall give written
notice thereof by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least 15
days prior to; (i) the date as of which the holders of record of shares of
Common Stock to be entitled to receive any such dividend, distribution, rights,
warrants, or other securities are to be determined; (ii) the date on which any
such reclassification, change of outstanding shares of Common stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up is expected to become effective and the date as of
which it is expected that holders of record of shares of Common Stock shall be
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entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up; or (iii) the date of such action which would require
an adjustment to the Exercise Price per Warrant Share.
Section 8 Charges and Taxes.
The issuance of any shares or other securities upon the exercise of this
Warrant and the delivery of certificates or other instruments representing such
shares or other securities shall be made without charge to the Holder for any
tax or other charge in respect of such issuance. The Company shall not, however,
be required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of any certificate in a name other than that
of the Holder and the Company shall not be required to issue or deliver any such
certificate unless and until the person or persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid.
Section 9 Periodic Reports.
The Company agrees that following the Initial Exercise Date and until al
the Warrant Shares shall have been sold pursuant to Rull 144 under the
Securities Act, it shall keep current in filing all reports, statements, and
other materials required to be filed with the Commission to permit holders of
the Warrant Shares to sell such securities under Rule 144 under the Securities
Act.
Section 10 Legend.
Until sold pursuant to the provisions of Rule 144 or otherwise registered
under the Securities Act, the Warrant Shares issued on exercise of the Warrants
shall be subject to a stop transfer order and the certificate or certificates
representing the Warrant Shares shall bear the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND
MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1)
A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES, WHICH COUNSEL AND OPINION
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ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
APPLICABLE STATE SECURITIES LAWS.
Section 11 Loss; Theft; Destruction; Mutilation.
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction, or mutilation of any Warrant (and upon surrender of any Warrant if
mutilated), and upon receipt by the Company of reasonably satisfactory
indemnification, the Company shall execute and deliver to the Holder thereof a
new Warrant of like date, tenor, and denomination.
Section 12 Shareholder Rights.
The Holder of any Warrant shall not have, solely on account of such status,
any rights of a shareholder of the Company, either at law or in equity, or to
any notice of meetings of shareholders or of any other proceedings of the
Company, except as provided in this Warrant.
Section 13 Governing Law.
This Warrant shall be construed in accordance with the laws of the State of
California applicable to contracts made and performed within such State, without
regard to principles of conflicts of law.
IN WITNESS WHEREOF, the Company has executed this Warrant as of the date
first above written.
INTERSCIENCE COMPUTER CORPORATION
By: /S/ Walter Kornbluh
Walter Kornbluh
President and Chief Executive Officer
[Seal]
/S/ Steve Crosson
Secretary
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FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)
FOR VALUE RECEIVED, _____________________ hereby sells, assigns, and
transfers unto _________________ a Warrant to purchase __________ shares of
Common Stock, without par value, of Interscience Computer Corporation, a
California corporation (the "Company"), and does hereby irrevocably constitute
and appoint ___________ attorney to transfer such Warrant on the books of the
Company, with full power of substitution.
Dated: ______________________________
Signature __________________________________
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NOTICE
The signature on the foregoing Assignment must correspond to the name as
written upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.
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ELECTION TO EXERCISE
To: Interscience Computer Corporation
5236 Colodny Drive
Agoura Hills, California 91301
The undersigned ehreby exercises his, her, or its rights to purchase shares
of Common Stock, without par value ("the Common Stock"), of Interscience
Computer Corporation, a California corporation (the "Company"), covered by the
witin Warrant and tenders payment herewith in the amount of $_______ in
accordance with the terms thereof, and requests that certificates for the
securities constituting such shares of Common Stock be issued in the name of,
and delivered to:
(Print Name, Address, and Social Security or Tax Identification Number)
and, if such number of shares of Common Stock shall not constitute all such
shares of Common Stock covered by the within Warrant, that a new Warrant for the
balance of the shares of Common Stock covered by the within Warrant shall be
reigstered in the name of, and delivered to, the undersigned at the address
stated below.
Dated: _____________________________ Name ______________________________
(Print)
Address:
-------------------------------
(Signature)
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EXHIBIT 3
This Debenture and the Common Stock issuable upon conversion have not been
registered under the Securities Act of 1933, as amended ("Act"), or applicable
state securities laws ("State Acts"), and shall not be sold, hypothecated, or
otherwise transferred, unless such transfer is made in compliance with the Act
and the State Acts.
CaminoSoft Corp.
6.00% Convertible Debenture
$1,000,000 No. 1
Date of Issue: November 27, 2002
CaminoSoft Corp., a California corporation (the "Company" or "Borrower"),
for value received, promises to pay to:
HSBC Global Custody Nominee (U.K.) Limited
Designation No. 896414
or to its order, (together with any assignee, jointly or severally, the "Holder"
or "Lender") on or before November 27, 2005 (the "Due Date") (unless this
Debenture shall have been sooner called for redemption or presented for
conversion as herein provided), the sum of One Million Dollars ($1,000,000), or
if different from such amount, the unpaid principal amount of all disbursements
made by the Lender to the Borrower as may be due and owing under the Agreement
(the "Principal Amount") and to pay interest on the unpaid Principal Amount at
the rate of 6.00% per annum. All payments of both principal and interest shall
be made at the address of the Holder hereof as it appears in the books and
records of the Borrower, or at such other place as may be designated by the
Holder hereof.
1. Interest. Interest on the Principal Amount outstanding from time to time
shall be payable in monthly installments commencing February 1, 2003, and
subsequent payments shall be made on the first day of each month thereafter
until the Principal Amount and all accrued and unpaid interest shall have been
paid in full. Overdue principal and interest on the Debenture shall bear
interest at the maximum rate permitted by applicable law.
2. Maturity. If not sooner paid, redeemed or converted, this Debenture
shall mature on November 27, 2005, at which time the unpaid Principal Amount,
and all accrued and unpaid interest and any other charges, fees and payments
then due under the Agreement, shall be due and payable in full. The Principal
Amount shall be prepaid with the proceeds from the sale by Borrower of preferred
stock and/or other equity. This Debenture shall be subject to acceleration upon
the occurrence of an Event of Default under the Agreement. This Debenture shall
be prepaid pro rata with any prepayments of Indebtedness.
3. Optional Redemption by Holder.
(a) If at any time after the date hereof (i) the Company's Common Stock, no
par value per share ("Common Stock"), is not listed on the New York Stock
Exchange ("NYSE") or the American Stock Exchange ("AMEX"), or quoted on the
NASDAQ National Market System ("National Market") or the NASDAQ SmallCap System
("SmallCap") or the Over-the-Counter Bulletin Board ("OTCBB") or, after its
institution, the Bulletin Board Exchange ("BBX"), (ii) there is a change of
control of the Company's voting securities, without the written consent of the
Holder, (iii) there is a change of at least fifty percent (50%) of the Company's
Board of Directors as it shall exist on the date hereof, without the written
consent of the Holder, (iv) all or substantially all of the assets or capital
stock of the Company or its subsidiaries are sold, without the consent of the
Holder, or (v) the Company is merged or consolidated with or into unaffiliated
entities in violation of the Agreement, without the written consent of Holder,
the Holder shall have the right to require this Debenture to be redeemed by the
Company at the sum equal to the Principal Amount, together with an amount equal
to an 18% annual yield on the Principal Amount through the date of redemption
(the "Redemption Date").
(b) The Holder may exercise its right to require that the Company redeem
this Debenture pursuant to Section 3(a) prior to maturity by giving notice
thereof to the Company, which notice shall specify the terms of redemption
(including the place at which the Holder may obtain payment), the total
redemption payment and the Redemption Date, which date shall not be less than 30
days nor more than 90 days after the date of the notice.
4. Optional Redemption by Company.
(a) On any interest payment date, and after receipt of irrevocable notice
from the Borrower as provided for below, this Debenture is redeemable, in whole
but not in part, at 101% of the Principal Amount, together with accrued and
unpaid interest through the Redemption Date, by the Borrower, if all of the
following conditions are satisfied: (i) the average closing bid price for the
Common Stock for the twenty (20) consecutive trading days prior to the date of
notice exceeds an amount equal to three (3) times the Conversion Price then in
effect, and the Common Stock is listed or quoted on the National Market, the
SmallCap, AMEX, OTCBB, BBX or NYSE; (ii) the average daily trading volume for
the twenty (20) consecutive trading days prior to the date of the irrevocable
notice shall be no less than twenty-five thousand (25,000) shares; (iii) the
market price for the Common Stock at the time of notice reflects a
price-to-earnings ratio of no greater than twenty-five (25) times fully diluted
earnings per share, excluding any extraordinary gains; and (iv) the shares of
Common Stock issuable upon conversion of this Debenture shall have been fully
registered under applicable securities laws. The Borrower's right of redemption
is subject to the Holder's prior right of conversion of the Debenture.
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(b) If the Holder shall notify Borrower in writing of its intent to sell or
otherwise transfer the Debenture (other than to an affiliate or a nominee holder
of record), this Debenture is redeemable at the Borrower's option, in whole but
not in part, at 101% of the Principal Amount, together with accrued and unpaid
interest through the Redemption Date, by the Borrower for a period of up to
thirty (30) days after the date of notice.
(c) Borrower may exercise its right to redeem this Debenture pursuant to
Sections 4(a) and (b) prior to maturity by giving notice thereof to the Holder
of this Debenture as such name appears on the books of the Borrower, which
notice shall specify the terms of redemption (including the place at which the
Holder may obtain payment), the total redemption payment and the Redemption
Date, which date shall not be less than thirty (30) days nor more than ninety
(90) days after the date of the notice.
5. Conversion Right. The Holder of this Debenture shall have the right, at
Holder's option, at any time, to convert all, or, in multiples of $10,000, any
part of this Debenture into such number of fully paid and nonassessable shares
of Common Stock as provided herein. The Holder of this Debenture may exercise
the conversion right by giving written notice (the "Conversion Notice") to
Borrower of the exercise of such right and stating the name or names in which
the stock certificate or stock certificates for the shares of Common Stock are
to be issued and the address to which such certificates shall be delivered. The
Conversion Notice shall be accompanied by the Debenture. The number of shares of
Common Stock that shall be issuable upon conversion of the Debenture shall equal
the outstanding Principal Amount of the Debenture divided by the Conversion
Price (as defined below) and in effect on the date the Conversion Notice is
given; provided, however, that in the event that this Debenture shall have been
partially redeemed, shares of Common Stock shall be issued pro rata, rounded to
the nearest whole share. Conversion shall be deemed to have been effected on the
date the Conversion Notice is received (the "Conversion Date"). In the case of
any Debenture called for redemption, the conversion rights will expire at the
close of business on the Redemption Date. Within twenty (20) business days after
receipt of the Conversion Notice, Borrower shall issue and deliver against a
signed receipt therefor or by United States registered mail, return receipt
requested, to the address designated in the Conversion Notice, a stock
certificate or stock certificates of Borrower representing the number of shares
of Common Stock to which Holder is entitled and a check or cash in payment of
all interest accrued and unpaid on the Debenture up to and including the
Conversion Date. The conversion rights will be governed by the following
provisions:
(a) Conversion Price. On the issue date hereof and until such time as an
adjustment shall occur, the initial Conversion Price shall be $1.00. However, if
the five (5)-day average closing price for the Common Stock immediately prior to
each Disbursement is below $1.00, the average closing price for such period
shall become the Conversion Price.
(b) Adjustment for Issuance of Shares at Less Than the Conversion Price. If
and whenever any Additional Common Stock shall be issued by Borrower (the "Stock
Issue Date") for a consideration per share less than the Conversion Price then
in effect, then in each such case the Conversion Price shall be reduced to a new
Conversion Price in an amount equal to the price per share for the Additional
3
Common Stock then issued, if issued in connection with a sale of shares, or the
value of the Additional Common Stock then issued, as determined in accordance
with generally accepted accounting principles, if issued other than for cash,
and the number of shares issuable to Holder upon conversion shall be
proportionately increased; and, in the case of Additional Common Stock issued
without consideration, the initial Conversion Price shall be reduced in amount
and the number of shares issued upon conversion shall be increased in an amount
so as to maintain for the Holder the right to convert the Debenture into shares
equal in amount to the same percentage interest in the Common Stock of the
Company as existed for the Holder immediately preceding the Stock Issue Date.
(c) Sale of Shares. In case of the issuance of Additional Common Stock for
a consideration part or all of which shall be cash, the amount of the cash
consideration therefor shall be deemed to be the gross amount of the cash paid
to Borrower for such shares, before deducting any underwriting compensation or
discount in the sale, underwriting or purchase thereof by underwriters or
dealers or others performing similar services or for any expenses incurred in
connection therewith. In case of the issuance of any shares of Additional Common
Stock for a consideration part or all of which shall be other than cash, the
amount of the consideration therefor, other than cash, shall be deemed to be the
then fair market value of the property received.
(d) Stock Splits, Subdivisions or Combinations. In the event of a stock
split or subdivision of shares of Common Stock into a greater number of shares,
the Conversion Price shall be proportionately decreased, and in the event of a
combination of shares of Common Stock into a smaller number of shares, the
Conversion Price shall be proportionately increased, such increase or decrease,
as the case may be, becoming effective at the record date.
(e) Stock Dividends. Shares of Common Stock issued as a dividend or other
distribution on any class of capital stock of Borrower shall be deemed to have
been issued without consideration.
(f) Exceptions. The term "Additional Common Stock" herein shall mean all
shares of Common Stock or securities convertible or exercisable into shares of
Common Stock hereafter issued by Borrower (including Common Stock held in the
treasury of Borrower), except (A) Common Stock issued upon the conversion of any
of the Debentures; (B) Common Stock issuable upon exercise of presently
outstanding options or warrants or preferred stock; or (C) up to a total of two
hundred fifty thousand (250,000) shares of Common Stock issuable upon exercise
of options or warrants or preferred stock to be granted in the future at less
than the initial Conversion Price or issued and sold in private transactions at
less than the initial Conversion Price.
(g) Adjustment for Mergers and Consolidations. In the event of any
consolidation or merger of the Company with or into, or the sale of all or
substantially all of the properties and assets of the Company, to any person,
and in connection therewith, consideration is payable to holders of Common Stock
in cash, securities or other property, then as a condition of such
consolidation, merger or sale, lawful provision shall be made, and duly executed
documents evidencing the same shall be delivered to the Holder, so that the
Holder shall have the right at any time prior to the maturity of this Debenture
to purchase, at a total price equal to the Conversion Price immediately prior to
4
such event, the kind and amount of cash, securities or other property receivable
in connection with such consolidation, merger or sale, by a holder of the same
number of shares of Common Stock as were convertible by the Holder immediately
prior to such consolidation, merger or sale. In any such case, appropriate
provisions shall be made with respect to the rights and interest of the Holder
so that the provisions hereof shall thereafter be applicable with respect to any
cash, securities or property deliverable upon exercise hereof. Notwithstanding
the foregoing, (i) if the Company merges or consolidates with, or sells all or
substantially all of its property and assets to, any other person, and
consideration is payable to holders of Common Stock in exchange for their Common
Stock in connection with such merger, consolidation or sale which consists
solely of cash, or (ii) in the event of the dissolution, liquidation or winding
up of the Company, then the Holder shall be entitled to receive distributions on
the date of such event on the same basis with holders of Common Stock as if this
Debenture had been converted immediately prior to such event, less the
Conversion Price. Upon receipt of such payment, if any, the rights of the Holder
shall terminate and cease and this Debenture shall expire. In case of any such
merger, consolidation or sale of assets, the surviving or acquiring person and,
in the event of any dissolution, liquidation or winding up of the Company, the
Company shall promptly, after receipt of this surrendered Debenture, make
payment by delivering a check in such amount as is appropriate (or, in the case
of consideration other than cash, such other consideration as is appropriate) to
such person as it may be directed in writing by the Holder surrendering this
Debenture.
(h) Distributions. In the event of distribution to all Common Stock holders
of any securities, cash or properties or assets or other rights to purchase
securities or assets, then, after such event, this debenture will also be
convertible into the kind and amount of securities, cash and other property
which the Holder would have been entitled to receive if the Holder owned the
Common Stock issuable upon conversion of the Debenture immediately prior to the
occurrence of such event.
(i) Capital Reorganization and Reclassification. In case of any capital
reorganization or reclassification of the Common Stock of Borrower (other than a
change in par value or as a result of a stock dividend, subdivision, split up or
combination of shares), this Debenture shall be convertible into the kind and
number of shares of stock or other securities or property of Borrower to which
the Holder of the Debenture would have been entitled to receive if the Holder
owned the Common Stock issuable upon conversion of the Debenture immediately
prior to the occurrence of such event. The provisions of the immediately
foregoing sentence shall similarly apply to successive reorganizations,
reclassifications, consolidations, exchanges, leases, transfers or other
dispositions or other share exchanges.
(j) Notice. In the event Borrower shall propose to take any action which
shall result in an adjustment in the Conversion Price, Borrower shall give
notice to the Holder of this Debenture, which notice shall specify the record
date, if any, with respect to such action and the date on which such action is
to take place. Such notice shall be given on or before the earlier of 10 days
before the record date or the date which such action shall be taken. Such notice
shall also set forth all facts (to the extent known) material to the effect of
such action on the Conversion Price and the number, kind or class of shares or
other securities or property which shall be deliverable or purchasable upon the
occurrence of such action or deliverable upon conversion of this Debenture.
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(k) Certificate. Following completion of an event which results in an
adjustment to the Conversion Price, Borrower shall furnish to the Holder of this
Debenture a statement, signed by the Chief Executive Officer and the Secretary
of the Borrower, of the facts creating such adjustment and specifying the
resultant adjusted Conversion Price then in effect, which statement shall
constitute an amendment to this Debenture.
6. Reservation of Shares. Borrower warrants and agrees that it shall at all
times reserve and keep available, free from preemptive rights, sufficient
authorized and unissued shares of Common Stock or treasury shares of Common
Stock necessary to effect conversion of this Debenture.
7. Taxes. The Company shall pay any documentary or other transactional
taxes attributable to the issuance or delivery of this Debenture or the shares
of Common Stock issued upon conversion by the Holder (excluding any federal,
state or local income taxes and any franchise taxes or taxes imposed upon the
Holder by the jurisdiction, or any political subdivision thereof, under which
such Holder is organized or is qualified to do business).
8. Default.
(a) Remedies Upon Event of Default. If an Event of Default shall have
occurred and be continuing, then the Holder may exercise any one or more of the
rights and remedies provided in the Loan Documents, as the Holder, in its sole
discretion, may deem necessary or appropriate.
(b) Remedies Nonexclusive. Each right, power or remedy of the Holder hereof
upon the occurrence of any Event of Default as provided for in this Debenture or
now or hereafter existing at law or in equity or by statute shall be cumulative
and concurrent and shall be in addition to every other right, power or remedy
provided for in this Debenture or now or hereafter existing at law or in equity
or by statute, and the exercise or beginning of the exercise by the Holder or
transferee hereof of any one or more of such rights, powers or remedies shall
not preclude the simultaneous or later exercise by the Holder of any or all such
other rights, powers or remedies.
(c) Expenses. Upon the occurrence of a Default or an Event of Default,
which occurrence is not cured within the notice provisions, if any provided
therefore, Borrower agrees to pay and shall pay all reasonable costs and
expenses (including attorneys' fees and expenses) incurred by the Holder in
connection with the preservation and enforcement of Holder's rights under the
Agreement, the Debenture, or any other Loan Document.
9. Failure to Act and Waiver. No failure or delay by the Holder hereof to
require the performance of any term or terms of this Debenture or not to
exercise any right or any remedy shall constitute a waiver of any such term or
of any right or of any default, nor shall such delay or failure preclude the
Holder hereof from exercising any such right, power or remedy at any later time
or times. By accepting payment after the due date of any amount payable under
this Debenture, the Holder hereof shall not be deemed to waive the right either
to require payment when due of all other amounts payable, or to later declare a
default for failure to effect such payment of any such other amount. The failure
of the Holder of this Debenture to give notice of any failure or breach of the
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Borrower under this Debenture shall not constitute a waiver of any right or
remedy in respect of such continuing failure or breach or any subsequent failure
or breach.
10. Consent to Jurisdiction. The Company hereby agrees and consents that
any action, suit or proceeding arising out of this Debenture shall be brought in
any state or federal court in Dallas County, Texas, including the United States
District Court for the Northern District of Texas, all at the sole election of
the Holder hereof, and by the issuance and execution of this Debenture, the
Borrower irrevocably consents to the exclusive jurisdiction and venue of each
such court. The Company hereby irrevocably appoints CT Corporation System,
Dallas, Texas, as agent for the Borrower to accept service of process for and on
behalf of the Borrower in any action, suit or proceeding arising out of this
Debenture. Except for default in payment of interest or principal when and as
they become due, and except as otherwise specifically set forth herein or
otherwise agreed to in writing by the parties, any action, dispute, claim or
controversy (all such herein called "Dispute") between or among the parties as
to the facts or the interpretation of the Debenture shall be resolved by
arbitration as set forth in the Agreement.
11. Holder's Right to Request Multiple Debentures. The Holder shall, upon
written request and presentation of the Debenture, have the right, at any
interest payment date, to request division of this Debenture into multiple
instruments, each of such to be in such amounts as shall be requested.
12. Transfer. Subject to Section 12.07 of the Agreement, this Debenture may
be transferred on the books of the Borrower by the registered Holder hereof, or
by Holder's attorney duly authorized in writing, in multiples of $10,000, only
upon (i) delivery to the Borrower of a duly executed assignment of the
Debenture, or part thereof, to the proposed new Holder, along with a current
notation of the amount of payments received and net Principal Amount yet
unfunded, and presentment of such Debenture to the Borrower for issue of a
replacement Debenture, or Debentures, in the name of the new Holder, (ii) the
designation by the new Holder of the Lender's agent for notice, such agent to be
the sole party to whom Borrower shall be required to provide notice when notice
to Holder is required hereunder and who shall be the sole party authorized to
represent Lender in regard to modification or waivers under the Debenture, the
Agreement, or other Loan Documents; and any action, consent or waiver (other
than a compromise of principal and interest) when given or taken by Lender's
agent for notice, shall be deemed to be the action of the holders of a majority
in amount of the Principal Amount of the Debenture, as such holders are recorded
on the books of the Borrower, and (iii) in compliance with the legend to read as
follows:
"This Debenture has not been registered under the Securities Act of 1933,
as amended ("Act"), or applicable state securities laws ("State Acts"), and
shall not be sold, hypothecated, or otherwise transferred, unless such
transfer is made in compliance with the Act and the State Acts."
The Company shall be entitled to treat any holder of record of the
Debenture as the Holder in fact thereof and of the Debenture and shall not be
bound to recognize any equitable or other claim to or interest in this Debenture
in the name of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by applicable law.
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13. Notices. All notices and communications under this Debenture shall be
in writing and shall be either delivered in person or by overnight service, such
as FedEx, and accompanied by a signed receipt therefor; or mailed first-class
United States certified mail, return receipt requested, postage prepaid, and
addressed as follows: (i) if to the Borrower at its address for notice as stated
in the Agreement; and (ii) if to the Holder of this Debenture, to the address
(a) of such Holder as it appears on the books of the Borrower or (b) in the case
of a partial assignment to one or more Holders, to the Lender's agent for
notice, as the case may be. Any notice of communication shall be deemed given
and received as of the date of such delivery if delivered; or if mailed, then
three days after the date of mailing.
14. Maximum Interest Rate.
(a) Regardless of any provision contained in this Debenture, Lender shall
never be entitled to receive, collect or apply as interest on the Debenture any
amount in excess of interest calculated at the Maximum Rate, and, in the event
that Lender ever receives, collects or applies as interest any such excess, the
amount which would be excessive interest shall be deemed to be a partial
prepayment of principal and treated hereunder as such; and, if the principal
amount of the Debenture is paid in full, any remaining excess shall forthwith be
paid to Borrower. In determining whether or not the interest paid or payable
under any specific contingency exceeds interest calculated at the Maximum Rate,
Borrower and Lender shall, to the maximum extent permitted under applicable law,
(i) characterize any non principal payment as an expense, fee or premium rather
than as interest, (ii) exclude voluntary prepayments and the effects thereof,
and (iii) amortize, pro rate, allocate and spread, in equal parts, the total
amount of interest throughout the entire contemplated term of the Debenture;
provided that, if the Debenture is paid and performed in full prior to the end
of the full contemplated term thereof, and if the interest received for the
actual period of existence thereof exceeds interest calculated at the Maximum
Rate, Lender shall refund to Borrower the amount of such excess or credit the
amount of such excess against the principal amount of the Debenture and, in such
event, Lender shall not be subject to any penalties provided by any laws for
contracting for, charging, taking, reserving or receiving interest in excess of
interest calculated at the Maximum Rate.
(b) "Maximum Rate" shall mean, on any day, the highest nonusurious rate of
interest (if any) permitted by applicable law on such day that, at any time or
from time to time, may be contracted for, taken, reserved, charged or received
on the Indebtedness evidenced by the Debenture under the laws which are
presently in effect of the United States of America or by the laws of any other
jurisdiction which are or may be applicable to the Holders of the Debenture and
such Indebtedness or, to the extent permitted by law, under such applicable laws
of the United States of America or by the laws of any other jurisdiction which
are or may be applicable to the Holder of the Debenture and which may hereafter
be in effect and which allow a higher maximum nonusurious interest rate than
applicable laws now allow.
15. Agreement and Security Agreement. This Debenture is issued pursuant to
the Agreement, and the Holder is entitled to all the rights and benefits
thereunder. Both Borrower and the Holder have participated in the negotiation
and preparation of the Agreement and of this Debenture. Borrower agrees that a
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copy of the Agreement with all amendments, additions and substitutions therefor
shall be available to the Holder at the offices of Borrower. The indebtedness
evidenced by this Debenture is secured pursuant to the Security Agreement dated
of even date herewith among the Company and the Holder, and the Holder is
entitled to all rights and benefits of a secured party thereunder.
16. Defined Terms. Capitalized terms used but not defined herein shall have
the meaning given them in the Convertible Loan Agreement, dated November 27,
2002, among Borrower, Lender and Renaissance Capital Group, Inc., a Texas
corporation, as agent for the Lender (the "Agent").
17. Governing Law. THIS DEBENTURE HAS BEEN PREPARED, IS BEING EXECUTED AND
DELIVERED, AND IS INTENDED TO BE PERFORMED IN THE STATE OF TEXAS, AND THE
SUBSTANTIVE LAWS OF SUCH STATE AND THE APPLICABLE FEDERAL LAWS OF THE UNITED
STATES OF AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND
INTERPRETATION OF THIS DEBENTURE.
18. Choice of Forum. Any suit, action or proceeding against Borrower with
respect to this Debenture or any judgment entered by any court in respect
thereof, may be brought in the courts of the State of Texas, County of Dallas,
or in the United States federal courts located in the State of Texas, as Lender
or Agent, in its sole discretion, may elect, and Borrower hereby submits to the
nonexclusive jurisdiction of such courts for the purpose of any such suit,
action or proceeding. Borrower hereby agrees that service of all writs, process
and summonses in any such suit, action or proceeding brought in the State of
Texas may be brought upon, and Borrower hereby irrevocably appoints, CT
Corporation System, Dallas, Texas, as its true and lawful attorney-in-fact in
the name, place and stead of Borrower to accept such service of any and all such
writs, process and summonses. Borrower hereby irrevocably waives any objections
which it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Debenture brought in such courts,
and hereby further irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in any inconvenient forum.
IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
issued, executed and delivered on the date and year above stated.
CAMINOSOFT CORP.
By: /S/ Walter Kornbluh
Walter Kornbluh
Chief Executive Officer and
Chairman of the Board
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