-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HS9Pqw4FIUAHU62/XF7c+Sh/Vg/XNzVpPQ12WcO//JlnShtLTbQLj47fyrWT02oY YSEKpH9Jc81M6JbUqVAUGg== /in/edgar/work/20000602/0001021771-00-000071/0001021771-00-000071.txt : 20000919 0001021771-00-000071.hdr.sgml : 20000919 ACCESSION NUMBER: 0001021771-00-000071 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000602 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAVTECH INC CENTRAL INDEX KEY: 0000790272 STANDARD INDUSTRIAL CLASSIFICATION: [7370 ] IRS NUMBER: 112883366 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39203 FILM NUMBER: 648297 BUSINESS ADDRESS: STREET 1: 2340 GARDEN ROAD STREET 2: - CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 5197479883 MAIL ADDRESS: STREET 1: 2340 GARDEN ROAD STREET 2: 90 MERRICK AVE 9TH FLOOR CITY: MONTEREY STATE: CA ZIP: 93940 FORMER COMPANY: FORMER CONFORMED NAME: COMPUFLIGHT INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMPUFLIGHT OPERATIONS SERVICE INC DATE OF NAME CHANGE: 19880127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SNYDER ROBERT N CENTRAL INDEX KEY: 0001115219 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7200 WISCONSIN AVE STREET 2: SUITE 601 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019616710 MAIL ADDRESS: STREET 1: 7200 WISCONSIN AVE STREET 2: SUITE 601 CITY: BETHESDA STATE: MD ZIP: 20814 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Navtech, Inc. (Name of Issuer) Common Stock, $.001 Par Value (Title of Class of Securities) 63935 10 0 (CUSIP Number) Fred S. Skolnik, Esq. Certilman Balin Adler & Hyman, LLP 90 Merrick Avenue, East Meadow, NY 11554 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 2000 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ] *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 ("Act") 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). 1 SCHEDULE 13D CUSIP No. 63935 10 0 Page 2 of 5 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert N. Snyder 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7 SOLE VOTING POWER 625,000 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 40,000 (represents amount owned by Cambridge Information Group ("Cambridge"), a Maryland corporation of which the Reporting Person is the majority stockholder and Chairman of the Board of Directors) EACH REPORTING 9 SOLE DISPOSITIVE POWER 625,000 PERSON WITH 10 SHARED DISPOSITIVE POWER 40,000 (represents amount owned by Cambridge) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 665,000 (includes amount owned by Cambridge) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.0% 14 TYPE OF REPORTING PERSON* IN 2 Item 1. Security and Issuer. The Reporting Person is making this statement in reference to shares of Common Stock, par value $.001 per share (the "Common Stock"), of Navtech, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 2340 Garden Road, Suite 102, Monterey, California 93940. Item 2. Identity and Background. The Reporting Person is making this statement pursuant to Rule 13d-1(a). (a) Name: Robert N. Snyder (b) Residence or business address: 7200 Wisconsin Avenue, Suite #601 Bethesda, Maryland 20814 (c) The Report Person is the majority stockholder and Chairman of the Board of Directors of Cambridge Information Group ("Cambridge"). Cambridge is located at 7200 Wisconsin Avenue, #601, Bethesda, Maryland 20814. Cambridge publishes scientific and technical abstracts in print, on the internet and on CD- ROM. (d) The Reporting Person has not been convicted in a criminal proceeding in the last five years. (e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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) The Reporting Person is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. See Item 4 hereof. Item 4. Purpose of Transaction. On March 31, 2000, the Reporting Person and the Issuer entered into a subscription agreement (the "Subscription Agreement"), pursuant to which the Reporting Person purchased units consisting in the aggregate of 500,000 shares of Common Stock of the Company and presently exercisable warrants to purchase 125,000 shares of Common Stock of the Company (the "Warrants") for a total purchase price of $500,000 (the "Purchase Price"). The Reporting Person used personal funds to pay the Purchase Price. 3 Subject to and depending upon the availability of prices deemed favorable by him, the Reporting Person may choose to purchase additional shares of Common Stock from time to time in the open market, in privately negotiated transactions with third parties, or otherwise. In addition, depending upon prevailing conditions, the Reporting Person may determine to dispose of shares of Common Stock held by him in the open market, in privately negotiated transactions with third parties, or otherwise. Item 5. Interest in Securities of the Issuer. (a) The Reporting Person beneficially owns 665,000 shares of Common Stock, which represent 24.0% of the total shares of Common Stock of the Issuer outstanding as of February 29, 2000. The percentage for the Reporting Person was calculated using as the denominator the sum of (i) 100,000 shares of Common Stock issued effective March 13, 2000 to Denis L. Metherell, (ii) 50,000 shares of Common Stock issued effective March 16, 2000 to Denis L. Metherell, (iii) the 500,000 shares of Common Stock issued to the Reporting Person effective March 31, 2000 as described in Item 4 hereof, (iv) the 125,000 shares of Common Stock issuable upon the exercise of the Warrants as described in Item 4 hereof and (v) the 2,001,980 outstanding shares of Common Stock as of February 29, 2000, based upon the Quarterly Report on Form 10-QSB filed by the Issuer for the period ended January 31, 2000. (b) The Reporting Person has sole voting and dispositive power with respect to 625,000 shares of such Common Stock and shared voting and dispositive power with respect to 40,000 shares of such Common Stock. (c) See Item 4 hereof. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to the terms of the Subscription Agreement, so long as the Reporting Person owns at least five percent (5%) of the outstanding shares of Common Stock of the Issuer, the Reporting Person has the right to designate one nominee to the Board of Directors of the Issuer (the "Board"). The nominee of the Reporting Person, if duly elected to the Board, will be issued options under the Issuer's 1999 Stock Option Plan to purchase twenty-five thousand (25,000) shares of Common Stock upon election to the Board. Item 7. Material to be Filed as Exhibits. (1) Subscription Agreement, dated March 31, 2000, by and between the Reporting Person and the Issuer. (2) Warrant, dated March 31, 2000, issued by the Issuer to the Reporting Person. 4 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. Date: May 31, 2000 /s/ Robert N. Snyder ----------------------------- Robert N. Snyder 5 EX-99.1 2 0002.txt SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT made as of March 31, 2000 between NAVTECH, INC., a Delaware corporation (the "Company"), and ROBERT N. SNYDER (the "Subscriber"). WHEREAS, the Company desires to issue to the Subscriber, and the Subscriber desires to acquire from the Company, units (the "Units") consisting in the aggregate of five hundred thousand (500,000) shares of Common Stock, $.001 par value per share (the "Common Shares"), of the Company, and warrants (the "Warrants") to purchase one hundred twenty five thousand (125,000) shares of Common Stock (the "Warrant Shares") of the Company, upon the terms set forth herein. NOW, THEREFORE, for and in consideration of the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows: 1. Subscription for the Units; Right to Designate Nominee. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby irrevocably subscribes for and agrees to acquire from the Company, and the Company agrees to sell to the Subscriber, the Units at an aggregate purchase price of five hundred thousand dollars ($500,000). The purchase price is payable contemporaneously herewith by certified check made payable to the order of the Company or by wire transfer to an account designated by the Company. The certificates evidencing the Common Shares and Warrants purchased by the Subscriber will be delivered by the Company to the Subscriber as soon as practicable following the execution hereof. 1.2 The Subscriber will have the right to designate one nominee to the Board of Directors of the Company, which nominee shall either be James P. McGinty or another person reasonably acceptable to the Company. Such right shall continue for so long as the Subscriber owns at least five percent (5%) of the outstanding shares of Common Stock of the Company. The nominee, if duly elected to the Board of Directors, will be issued options under the Company's 1999 Stock Option Plan to purchase twenty-five thousand (25,000) shares of the Common Stock of the Company upon election to the Board, and a further twenty-five thousand (25,000) shares upon election to a second year of service as a director. 2. Representations by Subscriber. The Subscriber understands and agrees that the Company is relying and may rely upon the following representations and warranties made by the Subscriber in entering into this Agreement: 2.1 The Subscriber recognizes that the acquisition of the Common Shares and the Warrants involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that (i) he may not be able to liquidate its investment in the event of emergency; (ii) transferability is extremely limited; and (iii) it could sustain a complete loss of his investment. 1 2.2 The Subscriber represents that he (i) is competent to understand and does understand the nature of this investment; and (ii) is able to bear the economic risk of this investment. 2.3 The Subscriber represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act"), as a result of application to him of the criteria set forth on Exhibit A attached hereto (please indicate on such Exhibit A by a checkmark the one or more criteria which apply). 2.4 The Subscriber acknowledges that he has significant prior investment experience, including investment in restricted securities, and that he has read all of the documents furnished or made available by the Company to him to evaluate the merits and risks of such an investment on his behalf. 2.5 The Subscriber hereby represents that he has been furnished by the Company with the Company's Annual Report on Form 10-KSB for the fiscal year ended October 31, 1999 and Quarterly Report on Form 10-QSB for the fiscal quarter ended January 31, 2000 and all other information regarding the Company which he had requested or desired to know; that all documents which could be reasonably provided have been made available for his inspection and review; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized representatives of the Company concerning the terms and conditions of the offering, and any additional information which he had requested; and that he has had the opportunity to consult with his own tax or financial advisor concerning an investment in the Company. 2.6 The Subscriber hereby acknowledges that this offering of Common Shares and Warrants has not been reviewed by the Securities and Exchange Commission (the "SEC") because of the Company's representations that this is intended to be a non-public offering pursuant to Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated thereunder. The Subscriber represents that the Common Shares and Warrants are being acquired for his own account, for investment and not for distribution or resale to others. The Subscriber agrees that he will not sell, transfer or otherwise dispose of the Common Shares and/or Warrants, or any portion thereof, unless they are registered under the 1933 Act or unless an exemption from such registration is available. 2.7 The Subscriber consents that the Company may, if he desires, permit the transfer of the Common Shares and/or Warrants by the Subscriber out of its name only when his request for transfer is accompanied by an opinion of counsel satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the 1933 Act or any applicable state "blue sky" laws (collectively, "Securities Laws"). The Subscriber agrees to be bound by any requirements of such Securities Laws. The Subscriber agrees to hold the Company and its controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any sale or distribution by the undersigned Subscriber in violation of any Securities Laws or any misrepresentation herein. 2.8 The Subscriber acknowledges and agrees that the Company is relying on the Subscriber's representations contained in this Agreement in determining whether to accept this subscription. 2 2.9 The Subscriber consents to the placement of a legend on the certificates evidencing the Common Shares and Warrants stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the Common Shares and Warrants. 2.10 The Subscriber represents that (a) it has not been formed within the last six months, (b) it has not been formed to purchase the Common Shares and Warrants and (c) the corporate officer signing below is authorized to subscribe for the Common Shares and Warrants and sign on behalf of the Subscriber. 2.11 The address set forth below is the Subscribers's true and correct residence. 2.12 The information provided by the Subscriber herein in connection with this investment is accurate and complete as of the date of the execution of this Subscription Agreement. 3. Representations by the Company. 3.1 The Company represents and warrants to the Subscriber as follows: (a) The Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct its business. (b) The execution, delivery and performance of this Agreement by the Company has been duly approved by the Board of Directors of the Company. (c) The Common Shares have been duly and validly authorized and, when issued in accordance with the terms hereof, will be duly and validly authorized and issued, fully paid and nonassessable. (d) The Warrant Shares have been duly and validly authorized and, when issued upon exercise of the Warrants in accordance with the terms thereof, will be duly and validly authorized and issued, fully paid and nonassessable. 4. Notices to Subscriber. 4.1 Neither the Common Shares, nor the Warrants nor the Warrants Shares have been registered under the 1933 Act, or the securities laws of any state, and they are being offered and sold in reliance on exemptions from the registration requirements of the 1933 Act and such laws. Neither the Common Shares, nor the Warrants nor the Warrants Shares have been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering. Any representation to the contrary is unlawful. 3 4.2 The Common Shares, Warrants and Warrant Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the 1933 Act, and applicable state securities laws, pursuant to registration or exemption therefrom. The Subscriber should be aware that he may be required to bear the financial risks of this investment for an indefinite period of time. 5. Investment Restrictions. 5.1 The Subscriber acknowledges that there is limited public market for the Common Shares. The Subscriber understands that, absent registration under the 1933 Act, the Common Shares may only generally be publicly sold pursuant to Rule 144 (the "Rule") promulgated under the 1933 Act. The Rule permits, subject to all of its terms and conditions, the public resale (in limited amounts) of securities acquired in non-public offerings without having to satisfy the registration requirements of the 1933 Act. The Subscriber further understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, which in most circumstances is required by the Rule as one of the conditions of its availability. Accordingly, the Subscriber recognizes that, notwithstanding the existence of a public market for the Common Shares, he may not be able to take advantage of the resale provisions of the Rule and may be unable to publicly offer or sell any of the Common Shares or Warrant Shares. 6. Miscellaneous. 6.1 Any notice or other communication given hereunder shall be deemed sufficient if in writing and hand delivered or sent by first class mail, postage prepaid, or overnight mail, addressed to the Company, c/o Navtech Systems Support Inc., 175 Columbia Street West, Suite 102, Waterloo, Ontario Canada N2L-5Z5, Attention: Corporate Secretary, and to the Subscriber at his address indicated on the last page of this Agreement. Notices shall be deemed to have been given on the date of mailing, except notices of change of address, which shall be deemed to have been given when received. 62 This Agreement shall not be changed, modified or amended except by a writing signed by the party to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged. 6.3 This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature between them. 6.4 This Agreement and its validity, construction and performance shall be governed in all respects by the laws of the State of Delaware, applicable to agreements to be performed wholly within the State of Delaware. 4 6.5 This Agreement may be executed in counterparts. Upon the execution and delivery of this Agreement by the Subscriber, this Agreement shall become a binding obligation of the Subscriber with respect to the acquisition of the Units as herein provided. 6.6 Only upon written approval and acceptance of this Subscription Agreement by the Company shall the Company be obligated hereunder. 6.7 All dollar amounts in this Agreement are United States dollars. [remainder of page intentionally left blank] 5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written below. Robert N. Snyder _____________________________________ Name of Subscriber /s/ Robert N. Snyder _____________________________________ Signature of Subscriber 7200 Wisconsin Avenue, #601 Bethesda, MD 20814 _____________________________________ Address of Subscriber ###-##-#### _____________________________________ Social Security Number of Subscriber Subscription Approved and Accepted: NAVTECH, INC. By: /s/ Duncan Macdonald -------------------------- Name: Duncan Macdonald ------------------------- Title: Chief Executive Officer ------------------------ 6 EXHIBIT A A. For an individual (i.e., a natural person): X _____1) The undersigned had an individual income in excess of $200,000 (or in excess of $300,000 with his or her spouse) in each of the past two years and has a reasonable expectation of reaching the same income level in the current year; or X _____2) The undersigned has an individual net worth, or joint net worth with his or her spouse, of more than $1,000,000. Note: For the purpose of determining net worth, the Subscriber may include, without limitation, the value of his or her spouse's principal residence, home furnishings and automobiles. B. For a legal entity (i.e., other than a natural person): _____1) The undersigned is (a) any bank, as defined in Section 3(a)(2) of the 1933 Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act, whether acting in its individual or fiduciary capacity; (b) any broker or dealer registered pursuant to Section 23 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (c) any insurance company, as defined in Section 2(13) of the 1933 Act; (d) any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 310(c) or (d) of the Small Business Investment Act of 1958; (e) any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of $5,000,000; or an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, that is either a bank, savings and loan association, insurance company or registered in vestment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; or ______ 2) The undersigned is a "private business development company" as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or ______ 3) The undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of making the investment, with total assets in excess of $5,000,000; or ______ 4) The undersigned is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units, and the purchase of the units is directed by a sophisticated person as described in Rule 506(b)(2) (ii) promulgated under the Exchange Act. ______ 5) The undersigned is an entity in which all of the equity owners are accredited investors. /s/ Robert N. Snyder ____________________________ Robert N. Snyder EX-99.2 3 0003.txt WARRANT VOID AFTER 5:00 P.M., EASTERN TIME, ON MARCH 31, 2005 NEITHER THIS WARRANT NOR THE WARRANT STOCK (AS HEREINAFTER DEFINED) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE WARRANT STOCK MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND SUCH LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT. THIS WARRANT IS SUBJECT TO THE TERMS OF A SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY AND THE HOLDER HEREOF, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY, AND ANY TRANSFERS AND TRANSFEREES OF THIS WARRANT AND THE WARRANT STOCK ARE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH AGREEMENT. NAVTECH, INC. (Incorporated under the laws of the State of Delaware) Warrant ------- 100,000 Shares March 31, 2000 FOR VALUE RECEIVED, NAVTECH, INC., a Delaware corporation (the "Company"), hereby certifies that ROBERT N. SNYDER (the "Holder") is entitled, subject to the provisions of this Warrant, to purchase from the Company up to ONE HUNDRED twenty five THOUSAND (125,000) SHARES OF COMMON STOCK, $.001 par value, of the Company ("Common Shares") at a price of ONE DOLLAR AND EIGHTY SEVEN POINT FIVE CENTS ($1.875) per share (the "Exercise Price") during the period commencing on the date hereof and expiring at 5:00 P.M., New York City time, on March 31, 2005. The number of Common Shares to be received upon the exercise of this Warrant may be adjusted from time to time as hereinafter set forth. The Common Shares deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as "Warrant Stock." The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held subject to, all of the conditions, limitations and provisions set forth herein. 1. Exercise of Warrant. This Warrant may be exercised by its presentation and surrender to the Company at c/o Navtech Systems Support Inc., 175 Columbia Street West, Suite 102, Waterloo, Ontario Canada N2L-5Z5 (or such office or agency of the Company as it may designate in writing to the Holder hereof), commencing on the date hereof and expiring at 5:00 P.M., Eastern time, on March 31, 2005, with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or by certified or official bank check, payable to the order of the Company) of the Exercise Price for the number of shares specified in such Form. The 1 Company agrees that the Holder hereof shall be deemed the record owner of such Common Shares as of the close of business on the date on which this Warrant shall have been presented and payment made for such Common Shares as aforesaid whether or not the Company or its transfer agent is open for business. Certificates for the Common Shares so purchased shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the shares purchasable hereunder. 2. Covenants by the Company. The Company covenants and agrees as follows: 2.1 Reservation of Shares. During the period within which the rights represented by this Warrant may be exercised, the Company shall, at all times, reserve and keep available out of its authorized capital stock, solely for the purposes of issuance upon exercise of this Warrant, such number of its Common Shares as shall be issuable upon the exercise of this Warrant; and if at any time the number of authorized Common Shares shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action as may be necessary to increase its authorized but unissued Common Shares to such number of shares as shall be sufficient for such purpose; the Company shall have analogous obligations with respect to any other securities or property issuable upon exercise of this Warrant. 2.2 Valid Issuance, etc. All Common Shares which may be issued upon exercise of the rights represented by this Warrant included herein will be, upon payment thereof, validly issued, fully paid, non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. 2.3 Taxes. All original issue taxes payable in respect of the issuance of Common Shares upon the exercise of the rights represented by this Warrant shall be borne by the Company, but in no event shall the Company be responsible or liable for income taxes or transfer taxes upon the transfer of this Warrant or the Warrant Stock. 3. Fractional Shares. The Company shall not be required to issue certificates representing fractions of Common Shares, nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the Company and the Holder that all fractional interests shall be eliminated. 4. Exchange or Assignment of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company for other Warrants of different denominations, entitling the Holder to purchase in the aggregate the same number of Common Shares purchasable hereunder. Subject to the provisions of this Warrant and the receipt by the Company of any required representations and agreements, upon surrender of this Warrant to the Company with the Warrant Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without additional charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. In the event of a partial assignment of this Warrant, the new 2 Warrants issued to the assignee and the Holder shall make reference to the aggregate number of shares of Warrant Stock issuable upon exercise of this Warrant. 5. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any voting or other rights of a stockholder of the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant. 6. Anti-Dilution Provisions. 6.1 Adjustments for Stock Dividends; Combinations, Etc. (a) In case the Company shall do any of the following (an "Event"): (i) declare a dividend or other distribution on its Common Shares payable in Common Shares of the Company, (ii) subdivide the outstanding Common Shares pursuant to a stock split or otherwise, (iii) combine the outstanding Common Shares into a smaller number of shares pursuant to a reverse split or otherwise, or (iv) reclassify its Common Shares, then the Exercise Price in effect at the time of the record date for such dividend or other distribution or of the effective date of such subdivision, combination or reclassification shall be changed to a price determined by dividing (a) the product of the number of Common Shares outstanding immediately prior to such Event, multiplied by the Exercise Price in effect immediately prior to such Event by (b) the number of Common Shares outstanding immediately after such Event. Each such adjustment of the Exercise Price shall be calculated to the nearest cent. No such adjustment shall be made in an amount less than five cents ($.05), but any such amount shall be carried forward and shall be given effect in connection with the next subsequent adjustment. Such adjustment shall be made successively whenever any Event listed above shall occur. (b) Whenever the Exercise Price is adjusted as set forth in Section 6.1 (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of shares of Warrant Stock), the number of shares of Warrant Stock specified in each Warrant which the Holder may purchase shall be adjusted, to the nearest full share, by multiplying such number of shares of Warrant Stock immediately prior to such adjustment by a fraction, of which the numerator shall be the Exercise Price immediately prior to such adjustment and the denominator shall be the Exercise Price immediately thereafter. 6.2 Adjustment for Reorganization, Consolidation or Merger. In case of any reorganization of the Company (or any other entity, the securities of which are at the time receivable on the exercise of this Warrant) after the date hereof or in case after such date the Company (or any such other entity) shall consolidate with or merge with or into another entity, then, and in each such 3 case, the Holder of this Warrant upon the exercise thereof as provided in Section l at any time after the consummation of such reorganization, consolidation or merger, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 6.l; in each such case, the terms of this Warrant shall be applicable to the securities or property receivable upon the exercise of this Warrant after such consummation. 7. Restrictions on Exercise. 7.1 Investment Intent. Unless, prior to the exercise of the Warrant, the issuance of the Warrant Stock has been registered with the Securities and Exchange Commission pursuant to the Act, the notice of exercise shall be accompanied by a representation of the Holder to the Company to the effect that such shares are being acquired for investment and not with a view to the distribution thereof, and such other representations and documentation as may be required by the Company, unless in the opinion of counsel to the Company such representations or other documentation are not necessary to comply with the Act. 7.2 Listing; Qualification. If, at the time of the exercise of this Warrant, the Company's Common Shares are listed on a securities exchange or other self-regulatory body, the Company shall not be obligated to deliver any shares of Warrant Stock until they have been listed on each such securities exchange or other self-regulatory body or until there has been qualification under or compliance with such federal or state laws, rules or regulations as the Company may deem applicable, including, without limitation, compliance with Rule 10b-17 promulgated under the Securities Exchange Act of 1934, as amended. The Company shall use its best efforts to obtain such listing, qualification and compliance. 8. Restrictions on Transfer. 8.1 Transfer to Comply with the Securities Act of 1933. Neither this Warrant nor any Warrant Stock may be sold, assigned, transferred or otherwise disposed of except as follows: (1) to a person who, in the opinion of counsel satisfactory to the Company, is a person to whom this Warrant or the Warrant Stock may legally be transferred without registration and without the delivery of a current prospectus under the Act with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this Section 8 with respect to any resale, assignment, transfer or other disposition of such securities; or (2) to any person upon delivery of a prospectus then meeting the requirements of the Act relating to such securities and the offering thereof for such sale, assignment, transfer or disposition. 8.2 Legend. Subject to the terms hereof, upon exercise of this Warrant and the issuance of the Warrant Stock, all certificates representing such Warrant Stock shall bear on the face or reverse thereof substantially the following legend: 4 "The securities which are represented by this certificate have not been registered under the Securities Act of 1933, and may not be sold, transferred, hypothecated or otherwise disposed of until a registration statement with respect thereto is declared effective under such act, or the Company receives an opinion of counsel for the Company that an exemption from the registration requirements of such act is available." 9. Lost, Stolen or Destroyed Warrants. In the event that the Holder notifies the Company that this Warrant has been lost, stolen or destroyed and provides (a) a letter, in form satisfactory to the Company, to the effect that it will indemnify the Company from any loss incurred by it in connection therewith, and/or (b) an indemnity bond in such amount as is reasonably required by the Company, the Company having the option of electing either (a) or (b) or both, the Company may, in its sole discretion, accept such letter and/or indemnity bond in lieu of the surrender of this Warrant as required by Section 1 hereof. 10. Subsequent Holders. Every Holder hereof, by accepting the same, agrees with any subsequent Holder hereof and with the Company that this Warrant and all rights hereunder are issued and shall be held subject to all of the terms, conditions, limitations and provisions set forth in this Warrant, and further agrees that the Company and its transfer agent, if any, may deem and treat the registered holder of this Warrant as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary. 11. Notices. All notices required hereunder shall be given by first-class mail, postage prepaid, or overnight mail or courier and, if given by the Holder addressed to the Company at c/o Navtech Systems Support Inc., 175 Columbia Street West, Suite 102, Waterloo, Ontario Canada N2L-5Z5, Attention: Corporate Secretary, or such other address as the Company may designate in writing to the Holder; and if given by the Company, addressed to the Holder at the address of the Holder shown on the books of the Company. 12. Applicable Law. This Warrant is issued under, and shall for all purposes be governed by and construed in accordance with, the laws of the State of Delaware, excluding choice of law principles thereof. 5 IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written. NAVTECH, INC. By: /S/ Duncan Macdonald _______________________________ 6 NAVTECH, INC. WARRANT EXERCISE FORM The undersigned hereby irrevocably elects to exercise the within Warrant dated March __, 2000 to the extent of purchasing shares of Common Stock of Navtech, Inc. The undersigned hereby makes a payment of $ in payment therefor. ______________________________ Name of Holder ______________________________ Signature of Holder or Authorized Representative ______________________________ Signature, if jointly held ______________________________ Name and Title of Authorized Representative ______________________________ Address of Holder ______________________________ Date NAVTECH, INC. WARRANT ASSIGNMENT FORM FOR VALUE RECEIVED, hereby sells, assigns and --------------------------- transfers unto (please typewrite or print ------------------------------------- name of assignee in block letters) Address _____________________________ the right to purchase shares of Common Stock of Navtech, Inc. represented by this Warrant dated March __, 2000 to the extent of shares and does hereby irrevocably constitute and appoint attorney to transfer the same on the books of the Company with full power of substitution in the premises. _________________________________ Name of Holder _________________________________ Signature of Holder or Authorized Representative _________________________________ Signature, if jointly held _________________________________ Name and Title of Authorized Representative _________________________________ Date ______________________________ Signature(s) guaranteed: -----END PRIVACY-ENHANCED MESSAGE-----