-----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, MBrPrWU99AEEi8Z22DQPDeQhtKMCRe9TCH57JND4u2aiOBE5F8l/HZSv1AVRazL1 HS+fvmnlwtH0jZGARomGfg== 0001012870-96-000504.txt : 19961029 0001012870-96-000504.hdr.sgml : 19961029 ACCESSION NUMBER: 0001012870-96-000504 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19961024 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961028 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROELECTRONIC PACKAGING INC /CA/ CENTRAL INDEX KEY: 0000916232 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943142624 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23562 FILM NUMBER: 96648892 BUSINESS ADDRESS: STREET 1: 9350 TRADE PLACE CITY: SAN DIEGO STATE: CA ZIP: 92126 BUSINESS PHONE: 6195301660 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) OCTOBER 24, 1996 ---------------------- MICROELECTRONIC PACKAGING, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) CALIFORNIA 0-23562 94-3142624 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 9350 TRADE PLACE, SAN DIEGO, CALIFORNIA 92126 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (619) 530-1660 -------------- N/A - ------------------------------------------------------------------------------ (Former name or former address, if changed since last report.) Item 5. Other Events. On October 24, 1996, Microelectronic Packaging, Inc. ("MPI" or the "Company") entered into subscription agreements ("Subscription Agreements") with Dusseldorf Securities Limited ("Dusseldorf") and various other offshore investors (collectively, the "Purchasers") and Loselle Greenawalt Kaplan Blair & Adler (as Escrow Agent), the form of which is attached hereto as Exhibit 10.80 ----- and is incorporated herein by reference. Pursuant to the terms of the Subscription Agreements, MPI issued a series of convertible debentures to the Purchasers at an aggregate purchase price of U.S. $2.8 million, which Debentures have terms of one year and bear interest at the rate of 8.0% per annum. This offering was not registered under the Securities Act of 1933, as amended, pursuant to the exemption provided by Regulation S promulgated thereunder. Accrued and unpaid interest on the Debentures is due and payable in cash in quarterly installments on the first day of each fiscal quarter of the Company during the one-year term of the Debentures. The outstanding principal under the Debentures will be due and payable in full at the end of the one-year term; however, subject to certain limitations set forth below, from and after 45 days from October 23, 1996, the outstanding principal under the Debentures may be converted at each Purchaser's option into shares of the Company's Common Stock. The number of shares of the Company's Common Stock issuable to the Purchasers upon such conversion will be the amount of principal outstanding divided by the lesser of 80% of the average of the closing bid price of the Company's Common Stock as reported by Nasdaq National Market for the three (3) consecutive trading days immediately preceding the date of conversion or 110% of the closing bid price of the Company's Common Stock as reported by Nasdaq National Market on October 23, 1996. MPI also issued a warrant (the "Warrant") to Dusseldorf to purchase 75,421 shares of the Company's Common Stock. The exercise price of the Warrant is the lesser of the average price at which the Debentures are converted into the Company's Common Stock, or 110% of the closing bid price of the Company's Common Stock as reported by Nasdaq National Market on October 23, 1996. The Warrant is exercisable into shares of Common Stock commencing forty- five days after October 23, 1996, and remains exercisable until October 23, 1997. The Debentures may not be converted into shares of Common Stock if such conversion would result in the issuance by the Company of more than 19.9% of the Company's outstanding Common Stock as of October 23, 1996, including shares issued or issuable upon exercise of the Warrant (whether such Warrant has been exercised or not). The Company is required to redeem all outstanding principal amounts under the Debentures that cannot be converted (because such conversion would exceed the 19.9% limit) at 120% of such outstanding principal amount. In addition, the Company paid Dusseldorf U.S. $322,000 as a placement fee. Under current Securities and Exchange Commission regulations, such shares of the Company's Common Stock may be offered and sold in the United States trading markets at the earliest forty (40) days after the issuance of the Debentures and the Warrant. The existence and conversion of the Debentures and the existence and exercise of the Warrant into shares of the Company's Common Stock will significantly dilute any earnings per share amounts and significantly dilute the ownership interests of MPI's shareholders. For additional information, please see the Company's Press Release attached hereto as Exhibit 10.83. Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired. None. ------------------------------------------- (b) Pro Forma Financial Information. None. ------------------------------- (c) Exhibits. The following documents are filed as exhibits to the -------- report: 2. Exhibit No. Description ----------- ----------- 10.80 Form of Offshore Securities Subscription Agreement dated October 22, 1996 by and among MPI, Purchaser and Loselle Greenawalt Kaplan Blair & Adler. 10.81 Form of 8% Convertible Debenture issued to the Purchasers. 10.82 Form of Common Stock Purchase Warrant dated October 22, 1995 issued by MPI to Dusseldorf Securities Limited. 10.83 Press Release dated October 28, 1996. 3. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Microelectronic Packaging, Inc. ------------------------------- (Registrant) Date: October 28, 1996 By /s/ Denis Trafecanty ----------------------------- Name: Denis Trafecanty Title: Chief Financial Officer and Secretary 4. Microelectronic Packaging, Inc. Exhibit Index to Form 8-K Exhibit No. Description - ----------- ----------- 10.80 Form of Offshore Securities Subscription Agreement dated October 22, 1996 by and among MPI, Purchaser and Loselle Greenawalt Kaplan Blair & Adler. 10.81 Form of 8% Convertible Debenture issued to the Purchasers. 10.82 Form of Common Stock Purchase Warrant dated October 22, 1996 issued by MPI to Dusseldorf Securities Limited. 10.83 Press Release dated October 28, 1996. EX-10.80 2 FORM OF OFFSHORE SECURITIES SUBCRIPTION AGREEMENT EXHIBIT 10.80 Form of Offshore Securities Subscription Agreement dated October 22, 1996 by and among MPI, Purchaser and Loselle Greenawalt Kaplan Blair & Adler. OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT THE CONVERTIBLE DEBENTURES ISSUED AND SOLD PURSUANT TO THIS SUBSCRIPTION AGREEMENT AND THE SHARES OF COMMON STOCK UNDERLYING SUCH INSTRUMENTS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER THE LAWS OF ANY OTHER JURISDICTION, IN RELIANCE UPON REGULATION S UNDER THE ACT. UNTIL THE FORTY-FIFTH (45/TH/) DAY AFTER THE SALE OF THE CONVERTIBLE DEBENTURES, THE WARRANT AND THE SHARES OF COMMON STOCK UNDERLYING EACH PURSUANT TO REGULATION S IS COMPLETED, NO CONVERTIBLE DEBENTURE, WARRANT OR SHARES UNDERLYING SUCH SECURITIES MAY BE OFFERED, SOLD OR TRANSFERRED (INCLUDING ANY INTERESTS THEREIN) IN THE UNITED STATES OR TO A "U.S. PERSON" (AS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) OR FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON, EXCEPT AS PROVIDED IN SAID REGULATION S. ANY RESALE THEREAFTER MUST BE PURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. NEITHER MICROELECTRONIC PACKAGING, INC. ("MPI") NOR ITS TRANSFER AGENT SHALL BE OBLIGATED TO REMOVE ANY LEGEND ON CERTIFICATES REPRESENTING SUCH SECURITIES UNLESS IT SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE CONVERTIBLE DEBENTURE, THE WARRANT OR THE SHARES OF COMMON STOCK UNDERLYING SUCH SECURITIES REASONABLY SATISFACTORY TO MPI AND ITS TRANSFER AGENT STATING THAT SUCH REMOVAL COMPLIES WITH THE REQUIREMENTS OF REGULATION S. THIS AGREEMENT is made as of the __ day of October, 1996, by and among Microelectronic Packaging, Inc., a California corporation (the "Company"), _________________________________ (the "Purchaser"), a corporation organized under the laws of ____________________ and Loselle Greenawalt Kaplan Blair & Adler ("Escrow Agent"). Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given to them in Regulation S ("Regulation S") promulgated under the Act. WITNESSETH: WHEREAS, in reliance upon the respective representations and warranties of the Company and Purchaser, and the terms and conditions hereinafter set forth, the Purchaser desires to acquire, and the Company desires to issue, $___________ principal amount of the Company's 8% Convertible Debentures due October ____, 1997 convertible into shares of common stock of the Company, no par value ("Common Stock"), at a conversion price and on such terms as set forth in Exhibit "A" (the "Debentures") at a purchase price of U.S.___________ (U.S. $_______) (the "Purchase Price"); and WHEREAS Dusseldorf Securities Limited ("Dusseldorf"), one of the investors will be issued, in exchange for certain placement services provided by Purchaser to the Company, a warrant (the "Warrant") to purchase 75,421 shares of the Company's Common Stock exercisable from forty-five (45) days after the date hereof to one (1) year after the date hereof at an exercise price and on such terms as set forth in Exhibit "B". The shares of Company Common Stock issuable upon conversion of the Debentures or upon exercise of the Warrant are referred to herein as the "Shares." NOW, THEREFORE, in consideration of the premises and the respective covenants hereinafter set forth, the Company, Purchaser and Escrow Agent hereby agree as follows: 1. SALE AND PURCHASE OF SECURITIES. 1.1 The Company agrees to sell to Purchaser and Purchaser hereby agrees to purchase from the Company the Debentures set forth above. Such sale and purchase shall take place upon payment of the Purchase Price for the Debentures by electronic transfer of immediately available funds to the Escrow Agent as follows: Name of Account: Loselle Greenawalt Kaplan Blair & Adler, IOLA Account, Bank: Chase Manhattan Bank ABA No. 021-000021 Account No. 128074204665. The Company hereby acknowledges that it has been advised by the Escrow Agent that the Escrow Agent is representing Dusseldorf in the transaction contemplated by this Agreement but is acting herein solely as an Escrow Agent. 1.2 At the closing (the "Closing"), the Company shall deliver the Debentures and the Warrant to the Escrow Agent. Upon delivery of the Debentures and Warrant, immediately available funds representing the Purchase Price shall be wire transferred by the Escrow Agent to a bank account or bank accounts specified by the Company. The Escrow Agent shall then deliver the Debentures to the Purchaser in accordance with the Purchaser's instructions and the Warrant to Dusseldorf in accordance with Dusseldorf's instructions. 2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. To the Company's knowledge, which for purposes of this Section 2. shall include all of its subsidiaries on a consolidated basis, except as set forth in the attached Schedule of Exceptions, the Company hereby represents, warrants and covenants to Purchaser that as of the date hereof and at the Closing: 2.1 The Company has been duly organized, is validly existing and is in good standing under the laws of the State of California. 2.2 The Company has full corporate right, power and authority to enter into this Agreement, perform its obligations hereunder and to sell the Debentures to the Purchaser. 2.3 Except as otherwise set forth herein or as otherwise disclosed in writing and in the Company's public filings under the Act and the Securities Exchange Act of 1934, as amended (the 2 "Exchange Act") (collectively the "Disclosure Documents"), the Company knows of no fact or circumstance with respect to the Company, its officers or directors that is reasonably likely to have a material adverse effect on its operations, properties, assets, or condition, financial or otherwise. 2.4 The Company's common stock is registered pursuant to Section 12(b) of the Exchange Act. 2.5 The Company is, to the best of its knowledge and belief, in compliance in all material respects with all applicable laws and regulations of federal, state and local government agencies having jurisdiction over it other than non- compliance that would not have a material adverse effect on the Company. 2.6 If the Debentures are converted into Shares, the Shares, when issued, will be duly authorized, validly issued, fully paid and non-assessable. Upon delivery to Purchaser of the Shares pursuant to the provisions of this Agreement, Purchaser will acquire valid title in said Shares, free and clear of all liens, encumbrances, restrictions, claims and commitments of every kind, except for restrictions arising under federal, state, local and foreign securities laws or as set forth in this Agreement and the Debenture. 2.7 Neither the execution or delivery of this Agreement nor the performance by the Company of the transactions contemplated herein violates any provision of law applicable to the Company or conflicts with or will result in a breach or termination of any provision of, or constitutes a default, or will result in the creation of any lien, charge or encumbrance upon any of the property or assets of the Company under the Company's Articles of Incorporation (subject to the total authorized number of shares of Common Stock therein and any increase in such authorized number as may be necessary to provide for the conversion of the Debentures) or By-Laws, mortgage, deed of trust, indenture or other material agreement or instrument, or any order, judgment, decree, statute, regulation or any other restriction of any governmental authority to which the Company is a party or by which any of the assets of the Company may be bound with or without the giving of notice, the passage of time or both, except with respect to applicable laws affecting creditors' rights. 2.8 (i) The Company is a Reporting Issuer. The Company is in full compliance, to the extent applicable, with all reporting obligations under Section 13(a) or 15(d) of the Exchange Act. (ii) The Company has not offered the Debentures or the Shares to any person in the United States or to any identifiable groups of U.S. citizens abroad or to any U.S. Person. (iii) In regard to this transaction, the Company has not, nor to its knowledge has any affiliate or person acting on behalf of itself or the Company, conducted any Directed Selling Efforts in the United States nor has the Company conducted any 3 general solicitation relating to the offer and sale of the Debentures or the Shares to persons resident within the United States or elsewhere. (iv) The Company will not offer to sell any other securities of the Company in connection with this offering other than debentures, shares and the warrant that are being sold substantially concurrently herewith. (v) The sale of the Debentures and the Shares are not part of a plan or scheme to evade the registration requirements of the Act. The Company believes that the Purchase Price is reasonable after consideration of the applicable restricted period under Regulation S, the historical volatility of the market price of the Common Stock of the Company, the current financial condition of the Company, the dilution represented by the sale of the Debentures, the Warrant, the Shares and any other sales of debentures, warrant or shares of the Common Stock of the Company occurring concurrently herewith, current stock market conditions and other relevant information concerning the Company. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER. The Purchaser hereby represents, warrants and covenants to the Company that as of the date hereof and at the Closing: 3.1 It understands and acknowledges that the Debentures and the Shares acquired pursuant to this Agreement have not been and will not be registered under the Act, and are being sold in reliance upon an exemption from registration afforded by Regulation S promulgated under the Act; and that the Debentures and the Shares have not been registered with, passed on, reviewed or recommended by any state or foreign securities commission or authority. The Purchaser: (i) will not, during the applicable restricted period under Regulation S (the "Restricted Period"), offer, sell, pledge or otherwise transfer the Debentures or the Shares (or create or maintain any derivative position equivalent thereto) in the United States, or to a U.S. Person or for the account or benefit of a U.S. Person; (ii) will, during the Restricted Period, offer, sell, pledge or otherwise transfer the Debentures or the Shares only in accordance with Rules 903 or 904 of Regulation S under the Act, pursuant to registration under the Act or pursuant to another available exemption from the registration requirements of the Act (and based upon an opinion of counsel to such Purchaser which is reasonably satisfactory to the Company), and in accordance with all applicable federal, state and foreign securities laws; and (iii) will, after the expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Debentures and the Shares (or create or maintain any derivative position equivalent thereto) only pursuant to registration under the Act or an available exemption therefrom (and based upon an opinion of counsel to such Purchaser which is reasonably satisfactory to the Company) and, in any case, in accordance with all applicable federal, state and foreign securities laws. The Company will not honor or register and will not be obligated to honor or register any transfer in violation of 4 these provisions. 3.2 (i) It is not a U.S. Person and is not acquiring the Debentures or the Shares for the account or benefit of any U.S. Person; (ii) if a corporation, it is not organized or incorporated under the laws of the United States; (iii) if a corporation, no director or executive officer is a national or citizen of the United States; and (iv) it is not otherwise deemed to be a U.S. Person. 3.3 It was not formed specifically for the purpose of acquiring the Debentures or the Shares purchased pursuant to this Agreement. At the time the offer and buy orders for the Debentures were originated, including, without limitation, at the time Purchaser executed and delivered this Agreement and otherwise subscribed for or agreed to purchase the Debentures, Purchaser was located outside the United States. The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme on the part of Purchaser, any of its affiliates or any person acting on its or their behalf, to evade the registration requirements of the Act. 3.4 It acknowledges that it has, either alone and/or through its agents, been afforded access to all material information concerning the Company and has received responses to all questions specifically posed to the Company relevant to Purchaser's decision to acquire the Debentures and the Shares. Without limiting the foregoing, it has alone and/or through its agents, had adequate opportunity to ask questions of and receive answers from, responsible officers and/or directors of the Company and to conduct any other investigation it deems necessary and appropriate concerning the acquisition of the Debentures and the Shares. Except as set forth herein, the Company has made no representations or warranties to Purchaser which have induced, persuaded or stimulated it to subscribe for and acquire the Debentures and Shares hereunder. 3.5 It has received, or the Company has made available, copies of the following documents (the "Disclosure Documents"): The Company's Form 10-K for the year ended December 31, 1995 as filed with the Securities and Exchange Commission, the Proxy Statement for Annual Meeting of Shareholders dated May 29, 1996 and its quarterly report on Form 10-Q for the quarter ended June 30, 1996 and the Company has made available to the Purchaser all other public documents filed with the Commission. 3.6 It acknowledges that the Company is relying upon the truth and accuracy of the representations, warranties and covenants of Purchaser made herein in selling the Debentures and the Shares hereunder without registration and in reliance upon Regulation S promulgated under the Act. It is familiar with Regulation S and has consulted with legal counsel familiar with Regulation S in connection with this transaction. 5 3.7 Purchaser has been duly organized, is validly existing and is in good standing under the laws of the jurisdiction set forth above, was not formed for the express purpose of acquiring the Debentures or the Shares, and if a corporation, all corporate action on its part, necessary for the authorization, execution, delivery and performance of Purchaser's obligations under this Agreement has been or shall be taken prior to the closing of this transaction, and this Agreement, when executed and delivered, shall constitute a valid and legally binding obligation of the Purchaser enforceable against Purchaser in accordance with its terms. 3.8 It is purchasing the Debentures and the Shares for its own account, not with a view to any distribution thereof and not for the account or benefit of a U.S. Person, and no other person has any interest in or participation in the Debentures and the Shares or any right, option, security interest, pledge or other interest in or to the Debentures or the Shares. It understands, acknowledges and agrees it must bear the economic risk of its investment in the Debentures and the Shares for an indefinite period of time and that prior to any offer or sale of such securities, the Company may require, as a condition to effecting a transfer of the Debentures or the Shares, an opinion of counsel to Purchaser, acceptable to the Company, as to the registration or exemption therefrom under the Act. It also understands that the Company is under no obligation to register the Debentures or Shares on behalf of Purchaser or to assist it in complying with any exemption from registration except as provided herein. 3.9 Neither the Purchaser nor any affiliate of the Purchaser or any person acting on its or their behalf, has made or is aware of any or will make any Directed Selling Efforts in the United States or any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being purchased hereby. Purchaser and its affiliates and agents have complied and will comply with the Offering Restrictions requirements of Regulation S in making offers and sales of the Debentures or Shares. 3.10 Except as set forth in the Agreement or otherwise in writing, no representations or warranties have been made to the Purchaser by the Company, the officers or directors of the Company, or any agent, employee or affiliate of any of them, and in entering into this transaction the Purchaser is not relying upon any other information other than the results of its own independent investigation. The Purchaser, in making its decision to purchase the Debentures and the Shares has relied upon independent investigations made by it and has not relied on any information or representations made by third parties and the Purchaser believes that the Purchase Price is reasonably related to the Restricted Period, the historical volatility of the market price of the Common Stock of the Company, the current financial condition of the Company, the dilution represented by the sale of the Debentures, the Warrant, the Shares and any other sales of debentures, warrants or shares of the Common Stock of the Company occurring concurrently 6 herewith, current stock market conditions and other relevant information concerning the Company. The Purchaser acknowledges that it is a sophisticated investor, that it has invested in other Regulation S transactions by other issuers, and that an investment in the Debentures and the Shares involves a high degree of risk. 3.11 If the Purchaser is a corporation or trust or other entity, the officer or trustee or other person executing this Agreement represents and warrants that he or she is duly authorized to so sign this Agreement and to consummate the transactions contemplated hereby and that Purchaser is authorized by its governing documents to make this investment. Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Debentures and the Shares, and it is able to bear the economic risk of losing up to the entire amount of its investment therein. 3.12 It consents to the Company placing an appropriate stop transfer order against the certificate(s) representing the Debentures or the Shares underlying the Debentures and acknowledges that such certificate(s) will bear legends in substantially the following form: THIS CONVERTIBLE DEBENTURE AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER THE LAWS OF ANY OTHER JURISDICTION, IN RELIANCE UPON REGULATION S UNDER THE ACT. UNTIL THE FORTY-FIFTH (45TH) DAY AFTER THE SALE OF THIS CONVERTIBLE DEBENTURE PURSUANT TO REGULATION S IS COMPLETED, NO CONVERTIBLE DEBENTURE OR UNDERLYING SHARES MAY BE OFFERED, SOLD OR TRANSFERRED (INCLUDING ANY INTERESTS THEREIN) IN THE UNITED STATES OR TO A "U.S. PERSON" (AS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) OR FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON, EXCEPT AS PROVIDED IN SAID REGULATION S. ANY RESALE THEREAFTER MUST BE PURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. NEITHER MICROELECTRONIC PACKAGING, INC. ("MPI") NOR ITS TRANSFER AGENT SHALL BE OBLIGATED TO REMOVE THIS LEGEND UNLESS IT SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO THE HOLDER HEREBY REASONABLY SATISFACTORY TO MPI AND ITS TRANSFER AGENT STATING THAT SUCH REMOVAL COMPLIES WITH THE REQUIREMENTS OF REGULATION S. 3.13 Neither the Purchaser nor any of its affiliates directly or indirectly have within the past ninety (90) days nor will such persons for a period of 45 days from the Closing directly or indirectly enter into any short selling of any equity security of the Company (including, without limitation, the Common Stock) or any hedging transaction with respect to any equity security of the Company, including without limitation, puts, calls, or other option transactions, option writing and equity swaps. 7 4. APPOINTMENT OF ESCROW AGENT. 4.1 The Company and Purchaser hereby appoint the Escrow Agent and the Escrow Agent hereby accepts its appointment as Escrow Agent pursuant to the terms and conditions hereinafter set forth. 4.2 The Company shall issue the Debentures and the Warrant with the appropriate Regulation S legend thereon, in the name of the Purchaser, and deliver the Debentures and the Warrant to the Escrow Agent. Escrow Agent shall hold the Debentures and the Warrant until it receives, by wire transfer as hereinbefore set forth, the Purchase Price. Upon receipt of the Purchase Price, Escrow Agent shall disburse the Purchase Price in accordance with instructions it receives from the Company. Escrow Agent shall simultaneously therewith, deliver the Debentures to the Purchaser pursuant to the Purchaser's instructions and the Warrant to Dusseldorf. 4.3 It is understood and agreed by the parties to this Agreement as follows: (a) The Escrow Agent is not and shall not be deemed to be a trustee for any party for any purpose and is merely acting as a depository and in a ministerial capacity hereunder with the limited duties herein prescribed. (b) The Escrow Agent does not have and shall not be deemed to have any responsibility in respect of any instruction, certificate or notice delivered to it other than faithfully to carry out the obligations undertaken in this Agreement and to follow the directions in such instruction or notice provided in accordance with the terms hereof. (c) The Escrow Agent is not and shall not be deemed to be liable for any action taken or omitted by it in good faith and may rely upon, and act in accordance with, the advice of its counsel without liability on its part for any action taken or omitted in accordance with such advice. In any event, its liability hereunder shall be limited to liability for gross negligence, willful misconduct or bad faith on its part. (d) The Escrow Agent may conclusively rely upon and act in accordance with any certificate, instruction notice, letter, telegram, cablegram or other written instrument believed by it to be genuine and signed by the Company and Purchaser. (e) The Company and Purchaser agree to hold harmless, indemnify and defend the Escrow Agent for, from and against any loss, damage, liability, judgment, cost and expense whatsoever, including attorney's fees, suffered or incurred by it by reason of, or on account of, any misrepresentation made to it or as to its status or activities as Escrow Agent under this Agreement except for any loss, damage, liability, judgment, cost or expense resulting from gross negligence, willful misconduct or bad faith on the part of the Escrow Agent. 8 (f) The Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it in respect of the subject matter of this Agreement. If any such legal proceeding is instituted against it, the Escrow Agent agrees promptly to give notice of such proceeding to the Company and Purchaser. The Escrow Agent shall not be required to institute legal proceedings of any kind. (g) The Escrow Agent shall not, by act, delay, omission or otherwise, be deemed to have waived any right or remedy it may have either under this Agreement or generally, unless such waiver be in writing, and no waiver shall be valid unless it is in writing, signed by the Escrow Agent, and only to the extent expressly therein set forth. A waiver by the Escrow Agent under the terms of this Agreement shall not be construed as a bar to, or waiver of, the same or any other such right or remedy which it would otherwise have on any other occasion. (h) The Escrow Agent may refrain from taking any action other than keeping all property held by it in escrow if it is uncertain concerning its duties or rights under this Escrow Agreement or receives claims or demands from any person or entity or receives a final judgment by a court of competent jurisdiction if it deems that necessary or advisable. 5. MISCELLANEOUS. ------------- 5.1 This Agreement supersedes the letter of intent between the Company and Dusseldorf dated as of October 2, 1996. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. Nothing in this Agreement, express or implied is intended to confer upon any party, other than the parties hereto, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 5.2 Any notice under the provisions of this Agreement shall be given in writing and delivered by hand, overnight courier or messenger service, against signed receipt or acknowledgment of receipt, or by registered or certified mail, return receipt requested, or telecopier or similar means of communication if receipt is confirmed or if transmission is confirmed by mail as provided in this paragraph 5.2, to the Purchaser at its address and/or its telecopier number set forth on the signature page hereof, or to the Company at its address and/or its telecopier number set forth on the signature page hereof, or to the Escrow Agent at its address and/or its telecopier number set forth on the signature page hereof. Any party may, by like notice, change the address to which notice should be given. This Agreement and the Debentures may be executed by the parties hereto by exchange of signatures by telecopier or similar means in the manner provided herein. 5.3 This Agreement shall be governed by and construed in 9 accordance with the laws of the State of California. 5.4 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5.5 The warranties and representations of the Company and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the closing hereunder. 5.6 The Company agrees to compensate Dusseldorf for placement services in connection with the transactions contemplated hereby by (i) issuing the Warrant to Dusseldorf; and (ii) paying a cash fee equal to 11.5% of the Purchase Price ($322,000), such cash fee to be paid out of the escrow at closing. 5.7 The Company represents and warrants that it is not at present engaged in any new discussion or negotiation with respect to the sale or placement of any of the Company's equity securities pursuant to Regulation S or D and will not sell or place any of its equity securities pursuant to Regulation S or Regulation D at a discount to the market price of the Company's Common Stock as quoted by NASDAQ with any party other than Purchaser until Dusseldorf has converted all of its Debentures to Common Stock or March 31, 1997, whichever first occurs, unless agreed to otherwise by Dusseldorf. 5.8 In the event that the Securities and Exchange Commission amends Regulation S under the Act to increase the 40-day restricted period under Regulation S (the "Amendment"), the Amendment is effective within 45 days of the date hereof, and the Amendment extends the holding period applicable to the Shares underlying the Debentures held by the Purchaser then, upon receipt of a written request by the Company from the Purchaser to effect registration of the Shares, the Company shall, subject to the limitations set forth below, within sixty (60) days, use reasonable efforts to file a registration statement covering all Shares that the Purchaser has requested to be registered. The Company shall not be obligated to effect, or take any action to effect, any such registration under this section 5.8 if (i) in the good faith judgment of the Board of Directors of the Company such registration would adversely affect the Company and the Board of Directors concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to the Purchaser a certificate signed by the President or the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would adversely affect the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such filing would adversely affect the Company, provided that the Company may not defer the filing for a period of more than one hundred and eighty (180) days after the receipt of the request by the Purchaser. The 10 registration statement filed pursuant to the request of the Purchaser may include other securities of the Company, with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company. In addition, the Company shall not be obligated to effect, or to take any action to effect, any such registration during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred twenty (120) days after the effective date of, a registration statement otherwise filed by the Company covering shares newly issued by the Company or held by selling shareholders, or both; provided that the Company is actively employing in good faith all reasonable efforts to cause such prior registration statement to become effective. 5.9 Except as herein provided, any provision of this Agreement may be amended or waived by a written instrument signed by the parties hereto. 11 IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the date and year first written above. Country in which this Agreement is executed by Purchaser: ____________ By: _____________________________________ (Purchaser) Telecopier No.: _________________________ Microelectronic Packaging, Inc. By: _____________________________________ (Company) Telecopier No: (619) 530-1661 _________________________________________ Loselle Greenawalt Kaplan Blair & Adler By: _____________________________________ (Escrow Agent) Telecopier No: (212) 986-6852 12 EX-10.81 3 FORM OF 8% CONVERTIBLE DEBENTURE EXHIBIT 10.81 Form of 8% Convertible Debenture issued to the Purchasers. THIS CONVERTIBLE DEBENTURE AND THE UNDERLYING SHARES OF COMMON STOCTHIS CONVERTIBLE DEBENTURE AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER THE LAWS OF ANY OTHER JURISDICTION, IN RELIANCE UPON REGULATION S UNDER THE ACT. UNTIL THE FORTY-FIFTH (45/TH/) DAY AFTER THE SALE OF THIS CONVERTIBLE DEBENTURE PURSUANT TO REGULATION S IS COMPLETED, NO CONVERTIBLE DEBENTURE OR UNDERLYING SHARES MAY BE OFFERED, SOLD OR TRANSFERRED (INCLUDING ANY INTERESTS THEREIN) IN THE UNITED STATES OR TO A "U.S. PERSON" (AS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) OR FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON, EXCEPT AS PROVIDED IN SAID REGULATION S. ANY RESALE THEREAFTER MUST BE PURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. NEITHER MICROELECTRONIC PACKAGING, INC. ("MPI") NOR ITS TRANSFER AGENT SHALL BE OBLIGATED TO REMOVE THIS LEGEND UNLESS IT SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO HOLDER REASONABLY SATISFACTORY TO MPI AND ITS TRANSFER AGENT STATING THAT SUCH REMOVAL COMPLIES WITH THE REQUIREMENTS OF REGULATION S. MICROELECTRONIC PACKAGING, INC. a California corporation 8% Convertible Debenture due October 23, 1997 Total Debenture: $2,800,000.00 U.S. Debenture ____ of 56 Amount of this Debenture: $50,000.00 U.S. Dated October 23, 1996 Microelectronic Packaging, Inc., a California corporation (the "Corporation"), is indebted and, for value received, promises to pay (subject to the conversion provisions set forth herein) to the order of ____________________ _______________________________________________________________________________ ______________________________________________________________ (or its Nominee), on October 23, 1997 (the "Due Date"), upon presentation of this Convertible Debenture, fifty thousand dollars ($50,000.00) (the "Principal Amount") and to pay interest on the Principal Amount at the rate of 8% per annum as provided herein. The Corporation covenants, promises and agrees as follows: 1. Interest. Interest which shall accrue on the outstanding Principal Amount shall be payable in four quarterly installments on the first day of each fiscal quarter of the Corporation beginning on the first day of the fiscal quarter following the fiscal quarter in which payment of the Principal Amount is made to the Corporation. Interest for the first such fiscal quarter shall be pro rata for the number of days of the first fiscal quarter after payment of the Principal Amount is made to the Corporation. Interest shall be payable in cash. All payments of principal and interest or principal or interest shall be made at the above stated address, or at such other place as may be designated in writing by the holder hereof. 2. Conversion. Exhibit "A" 2.1 The holder of this Debenture shall have the right, at such holder's option, at any time, commencing after 45 days from the date hereof to convert all or part of the principal of this Debenture into such number of fully paid and nonassessable shares of Common Stock of the Corporation as shall be provided herein. 2.2 The holder of this Debenture may exercise the conversion right provided in this Section 2 by giving written notice in the form attached hereto (the "Conversion Notice") to the Corporation of the exercise of such right, in whole or in part, 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 amount of the outstanding principal for which a Conversion Notice is given, divided by a conversion price (the "Conversion Price") equal to the lesser of (x) --- [110 % of the closing bid price of the Common Stock on the closing date] or (y) 80% of the average closing bid price of the Common Stock as reported by NASDAQ for the three (3) consecutive trading days immediately preceding the Date of Conversion (as defined below), subject to adjustment as provided in Section 4. Notwithstanding anything to the contrary contained herein or in that certain Offshore Securities Subscription Agreement among the Corporation, the Purchasers identified therein and Loselle Greenawalt Kaplan Blair & Adler dated as of October 22, 1996, in no event shall the holder of this Debenture exercise the conversion right provided in this Section 2 to the extent that (i) the number of shares of Common Stock issuable to such holder pursuant to such conversion and to any other holder simultaneously converting a Debenture issued as part of the same series as this Debenture, plus (ii) the number of shares of Common Stock previously issued to such holder and any other holder of Debentures issued as part of the same series as this Debenture pursuant to any previous conversion plus (iii) the total number of shares of Common Stock issuable pursuant to that certain Warrant issued by the Corporation to Dusseldorf Securities Limited dated as of the date hereof (whether or not such shares have then been issued), would equal or exceed 1,112,628 shares of Corporation Common Stock. In the event that, due to the operation of the immediately preceding sentence, the holder hereof is unable to convert some portion of the principal due under this Debenture (the "Outstanding Balance"), the Corporation shall, within 15 days of the date it receives the Conversion Notice, redeem such Outstanding Balance by payment to the holder of cash in an amount equal to 120% of the Outstanding Balance. In the event that more than one (1) holder of Debentures issued in this series elects to convert one or more Debentures on the same day and the aggregate amount to be converted by such holders cannot be so converted due to the provisions set forth above, the aggregate amount that may be converted shall be apportioned between or among such holders in the same proportion as the amount to be converted by each holder bears to the total amount to be so converted. 2.3 Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of this Debenture. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall round up to the nearest whole share. In the case of a dispute as to the calculation of the Conversion Price, the Corporation's calculation shall be deemed conclusive absent manifest error. In order to convert this Debenture into full shares of Common Stock, the holder shall surrender this Debenture, duly endorsed, by overnight courier DEBENTURE-MICROELECTRONIC PACKAGING REV. to the Corporation, together with the Conversion Notice that it elects to convert the same, the amount of principal to be so converted, and a calculation of the Conversion Price (with an advance copy of the Debenture(s) and the notice by facsimile); provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless either the Debenture is delivered to the Corporation as provided above, or the holder notifies the Corporation that such Debenture has been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such Debenture. Within one (1) business day of receiving a properly submitted Conversion Notice, the Corporation shall instruct American Stock Transfer & Trust Company (the "Transfer Agent") to issue and deliver as promptly as practicable to such holder at the address of the holder on the debenture records of the Corporation, a certificate or certificates for the number of shares of Common Stock to which it shall be entitled (subject to the delivery of the original Debenture to the Corporation). In the absence of an opinion of counsel to the holder reasonably acceptable to the Corporation indicating that the securities underlying this Debenture may be issued without restrictive legends pursuant to an exemption from the Act, the certificate or certificates representing such underlying securities shall bear a legend substantially similar to that set forth on this Debenture. The date on which notice of conversion is given (the "Date of Conversion") shall be deemed to be the date set forth in such notice of conversion provided that the original Debenture to be converted is received by the Corporation within five business days thereafter and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If the original Debenture to be converted is not received by the Corporation within five business days after the Date of Conversion, the notice of conversion shall become null and void. 2.4 Liquidation Damages for Late Conversion. The Corporation shall use all reasonable efforts to issue and deliver, within three business days after the holder has fulfilled all conditions and submitted all necessary documents duly executed and in proper form required for conversion (the "Deadline"), to the holder or any transferee of the holder at the address of the holder on the books of the Corporation, a certificate or certificates for the number of Shares of Common Stock to which the holder shall be entitled. The Corporation understands that a delay in the issuance of the Shares of Common Stock beyond the deadline could result in economic loss to the holder. As compensation to the holder for such loss, the Corporation agrees to pay liquidation damages to the holder for the late issuance of Shares upon conversion in accordance with the following schedule (where "No. of Business Days Late" is defined as the number of business days beyond seven (7) business days from the date of receipt by the Corporation of a Notice of Conversion and receipt by the transfer agent of all necessary documentation duly executed and in proper form required for conversion, including the original Debentures to be converted, all in accordance with this Agreement): DEBENTURE-MICROELECTRONIC PACKAGING REV. No. of. Business Days Late Liquidated Damages -------------------------- ------------------ 1 $ 500 2 $1,000 3 $1,500 4 $2,000 5 $2,500 6 $3,000 7 $3,500 8 $4,000 9 $4,500 10 $5,000 greater than 10 5,000 + $1,000 for each Business Day Late beyond 10 days. The Corporation shall pay the holder any liquidated damages incurred under this Section by check upon the earlier to occur of (i) issuance of the Shares to the holder or (ii) each monthly anniversary of the receipt by the Corporation of such holder's Notice of Conversion. Nothing herein shall limit the holder's right to pursue actual damages for the Corporation's failure to issue and deliver shares of Common Stock to the holder in accordance with the terms of this Debenture. 2.5 Reservation of Shares. The Corporation shall at all times reserve and keep available, free from preemptive rights, unissued or treasury shares of Common Stock sufficient to effect the conversion of this Debenture; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding principal and interest of this Debenture, the Corporation will take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. 3. Default. 3.1 The entire unpaid and unredeemed balance of the Principal Amount and all Interest accrued and unpaid on this Debenture shall, at the election of the holder, be and become immediately due and payable upon the occurrence of any of the following events (a "Default Event"): (a) The non-payment by the Corporation when due of principal and interest or of any other payment as provided in this Debenture. (b) If the Corporation (i) applies for or consents in writing to the appointment of, or if there shall be a taking of possession by, a receiver, trustee or liquidator for the Corporation of all or substantially all of its property; (ii) admits in writing its inability to pay its debts as they become due; (iii) makes a general assignment for the benefit of creditors; (iv) files any petition for relief under the Bankruptcy Code or any similar federal or state statute; or DEBENTURE-MICROELECTRONIC PACKAGING REV. (v) has assessed or imposed against it, or if there shall exist, any general or specific lien for any federal, state or local taxes against any of its property or assets other than liens for taxes not yet due or being contested in good faith. (c) Any failure by the Corporation to issue and deliver shares of Common Stock as provided herein upon conversion of this Debenture. Notwithstanding the foregoing, the Corporation shall have fifteen (15) days from the receipt of a written Notice of Default to cure said Default Event, and no acceleration of conversion hereunder shall be deemed to have occurred until the thirtieth day after the Corporation's receipt of a written Notice of Default from the holder of this Debenture. Upon such cure, the terms of this Debenture shall continue in effect. 3.2 Each right, power or remedy of the holder hereof upon the occurrence of any Default Event 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 it this Debenture or now or hereafter existing at law or in equity or by statute, and the exercise or beginning other 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 hereof of any or all such other rights, powers or remedies. 4. Anti-Dilution Adjustments. The Conversion Price shall be subject to adjustment as follows: (a) In case the Corporation shall at any time subdivide the outstanding shares of Common Stock issuable upon conversion of the Debenture, the conversion price in effect immediately prior to such subdivision shall be proportionately decreased, and in case the Corporation shall at any time combine the outstanding shares of Common Stock issuable upon conversion of the Debenture, the conversion price in effect immediately prior to such combination shall be proportionately increased. Any such adjustment shall be effective at the close of business on the date such subdivision or combination shall become effective. (b) In case of any reclassification or change of outstanding shares of Common Stock issuable upon conversion of this Debenture (other than a change in par value, or from par value to no par value, or from no par value to par value), or in case of a consolidation or merger of the Corporation with or into another corporation (other than a merger or consolidation in which the Corporation is the continuing corporation and which does not result in a reclassification of outstanding shares of Common Stock of the class issuable upon the conversion of this Debenture except where the security holders of the Company are entitled to receive securities of another issuer), or in case of any sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety, the Corporation or such successor or purchasing corporation, as the case may be, shall execute an instrument providing that the holder of this Debenture shall have the right thereafter to convert this Debenture into the kind and amount of shares of stock and other securities and property receivable upon such reclassification, consolidation, merger, sale, or conveyance by the holder of the number of DEBENTURE-MICROELECTRONIC PACKAGING REV. shares of Common Stock of the Corporation into which this Debenture might have been converted immediately prior to such reclassification, consolidation, merger, sale, or conveyance. Such interest shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for herein. The foregoing provisions of this Debenture shall similarly apply to successive reclassification of shares of Common Stock and to successive consolidations, mergers, sales, or conveyances. 5. Failure to Act and Waiver. No failure or delay by the holder hereof to insist upon the strict performance of any term of this Debenture or to exercise any right, power or remedy consequent upon a Default Event hereunder shall constitute a waiver of any such term or of any such breach, or 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 under this Debenture, or to declare a Default Event 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 Corporation 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. 6. Consent to Jurisdiction. The Corporation hereby agrees and consents that any action, suit or proceeding arising out of this Debenture may be brought in any appropriate court in the State of California, including the United States District Court for the Central District of California or in any other court having jurisdiction over the subject matter, all at the sole election of the holder hereof, and by the issuance and execution of this Debenture the Corporation irrevocably consents to the jurisdiction of each such court. 7. Transfer/Negotiability. This Debenture shall be transferred on the books of the Corporation only by the registered holder hereof or by his/her attorney duly authorized in writing or by delivery to the Corporation of a duly executed Assignment substantially in the form attached hereto as Exhibit A-1. The foregoing notwithstanding, the Corporation shall not transfer this Debenture nor any of the shares of Common Stock issuable upon conversion in the United States or to a "U.S. Person" (as defined in Regulation S promulgated under the Act) or for the account and benefit of any U.S. Person, except as provided in said Regulation S, until forty-five (45) days from the date of issuance of this Debenture. The Corporation shall be entitled to treat any holder of record of the Debenture as the holder in fact thereof 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, save as expressly provided by the Laws of California. 8. Notices. All notices and communications under this Debenture shall be in writing and shall be either delivered in person or accompanied by a signed receipt therefor or mailed first-class United States certified mail, return receipt requested, postage prepaid, and addressed as follows: DEBENTURE-MICROELECTRONIC PACKAGING REV. if to the Corporation, to: Microelectronic Packaging, Inc. 9350 Trade Place San Diego, CA 92126 Attn: Chief Financial Officer & CEO with a copy to: Brobeck Phleger & Harrison, LLP 2200 Geng Road Palo Alto, CA 94303 Attn: Warren T. Lazarow, Esq. and, if to the holder of this Debenture, to the address of such holder as it appears in the books of the Corporation. Any notice of communication shall be deemed given and received as of the date of such delivery or three days after deposit with an overnight courier service or five (5) days after deposit with the U.S. Postal Service as first class air mail. 9. Denominations. The Debentures are issuable in minimum denominations of $50,000 principal amount and integral multiples thereof. The Debentures are exchangeable for an equal aggregate principal amount of Debentures for different authorized denominations as requested by the holder surrendering the same. No service charge will be made for such exchange. 10. Governing Law. This Debenture shall be governed by and construed and enforced in accordance with the laws of the State of California, or, where applicable, the laws of the United States, without regard to conflicts of law. 11. Tax Withholding. The Corporation shall be entitled to withhold from all payments of principal of, and interest on, the Debentures, amounts, if any, required to be withheld under applicable provisions of the United States income tax or other applicable laws at the time of such payments. 12. Incorporation by Reference. The terms and conditions set forth in that certain Offshore Securities Subscription Agreements between the Corporation and Purchasers identified therein dated as of October 22, 1996 are incorporated herein by this reference, and any transferee or subsequent holder of this Debenture (or the shares of Common Stock issued upon conversion thereof, during the Restricted Period as defined by Regulation S) shall be subject to and bound by the provisions of such agreement. DEBENTURE-MICROELECTRONIC PACKAGING REV. IN WITNESS WHEREOF, the Corporation has caused this Debenture to be duly executed. MICROELECTRONIC PACKAGING, INC. By:_________________________________ Attest: __________________________ Secretary DEBENTURE-MICROELECTRONIC PACKAGING REV. EXHIBIT A-1 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby assigns to: ________________ the one year 8% Convertible Debenture of MICROELECTRONIC PACKAGING, INC. No. _____________ and hereby irrevocably appoints __________________________, Attorney, to transfer said Debenture on the books of the within named corporation, with full power of substitution in the premises. WITNESS my hand and seal this ____ day of ______________________, 199__. (SEAL) (SEAL) WITNESS: DEBENTURE-MICROELECTRONIC PACKAGING REV. NOTICE OF CONVERSION (To be executed by the registered holder in order to Convert the 8% Convertible Debenture.) The undersigned hereby irrevocably elects to convert $____ of the above 8% Convertible Debenture due October __, 1997, represented by Debenture certificate no(s). ___, into shares of Common Stock of Microelectronic Packaging, Inc. (the "Company") according to the conditions set forth in such 8% Convertible Debenture, as of the date written below. The undersigned represents that it is not a U.S. Person as defined in Regulation S promulgated under the Securities Act of 1933, as amended, and is not converting the 8% Convertible Debenture on behalf of any U.S. Person, and that it does not have an intent to act as a distributor of the securities received upon conversion of the 8% Convertible Debenture and will only transfer such securities in compliance with the Securities Act of 1933, as amended. Date of Conversion*: ____________________________ (Note: Date of Conversion will be the date this Notice of Conversion is received by the Company.) Conversion price (subject to confirmation and correction by Company) $_________ Holder: __________________________________ (Holder name) By:_______________________________ (Signature) __________________________________ (Name, printed) __________________________________ (Title) Address: __________________________________ __________________________________ - ------------- * The original 8% Convertible Debenture(s) and this duly executed Notice of Conversion must both be received by the Company to effect conversion. EX-10.82 4 FORM OF COMMON STOCK PURCHASE WARRANT EXHIBIT 10.82 Form of Common Stock Purchase Warrant dated October 22, 1995 issued by MPI to Dusseldorf Securities Limited. Warrant to Purchase 75,421 Shares of Common Stock MICROELECTRONIC PACKAGING, INC. Common Stock Purchase Warrant October 24, 1996 THIS WARRANT AND THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). UNTIL THE FORTY-FIFTH (45/TH/) DAY AFTER THE SALE OF THIS WARRANT IS COMPLETED, NEITHER THIS WARRANT NOR THE UNDERLYING SHARES MAY BE OFFERED, SOLD OR TRANSFERRED (INCLUDING ANY INTERESTS THEREIN) IN THE UNITED STATES OR TO A "U.S. PERSON" (AS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) OR FOR THE ACCOUNT AND BENEFIT OF A U.S. PERSON, EXCEPT AS PROVIDED IN REGULATION S PROMULGATED UNDER THE ACT. ANY RESALE THEREAFTER MUST BE PURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION. FURTHER, THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSONS, UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. NEITHER MICROELECTRONIC PACKAGING, INC. ("MPI") NOR ITS TRANSFER AGENT SHALL BE OBLIGATED TO REMOVE THIS LEGEND UNLESS IT SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO THE HOLDER HEREOF REASONABLY SATISFACTORY TO MPI AND ITS TRANSFER AGENT STATING THAT SUCH REMOVAL COMPLIES WITH THE REQUIREMENTS OF REGULATION S. THIS CERTIFIES THAT Dusseldorf Securities Limited (or its Nominees) (hereinafter sometimes called the "Holder"), is entitled to purchase from Microelectronic Packaging, Inc., a California corporation (the "Company"), at the price and during the periods as hereinafter specified, the number of shares set forth above of the Company's Common Stock, (the "Common Stock"). This Warrant, together with warrants of like tenor, is subject to adjustment in accordance with Section 6 of this Warrant. 1. The rights represented by this Warrant shall be exercisable at any time commencing forty-five days after the date hereof (the "Exercise Period") and shall expire at 5:00 p.m. Pacific Daylight Time on October 24, 1997 (the "Expiration Date") at an exercise price equal to the lesser of the average price at which the convertible debentures, issued to holder simultaneously herewith, are converted into Common Stock, if any such conversion has occurred, or a price equal to 110% of the closing bid price of the Common Stock as reported by NASDAQ for the date hereof (the "Exercise Price"), subject to adjustment in accordance with Section 6. After the Expiration Date, the Holder shall have no right to purchase any shares of Common Stock underlying this Warrant. Exhibit "B" 2. The rights represented by this Warrant may be exercised at any time or from time to time within the Exercise Period specified above, in whole or in part, by (i) the surrender of this Warrant (with the purchase form properly executed) at the principal executive office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company); and (ii) payment in full in United States Dollars in immediately available funds to the Company of the Exercise Price then in effect for the number of shares of Common Stock specified in the above-mentioned purchase form together with applicable stock transfer taxes, if any. This Warrant shall be deemed to have been exercised, in whole or in part to the extent specified, immediately prior to the close of business on the date this Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Section 2, and the person or persons in whose name or names the certificates for shares of Common Stock shall be issuable upon such exercise shall become the holder or holders of record of such shares of Commons Stock at that time and date. The certificate or certificates for the shares of Common Stock so purchased shall be delivered to such person or persons within a reasonable time, not exceeding thirty (30) days, after this Warrant shall have been exercised. This Warrant may not be exercised (i) by or on behalf of a person who is a U.S. Person (as defined in Regulation S promulgated under the Act), (ii) if a U.S. Person has any interest in the Warrants being exercised or the underlying securities to be issued upon exercise or (iii) by any person if exercised within the United States or if the shares issuable upon exercise of the Warrant are to be delivered within the United States. If the above cannot be complied with, then the Warrant can be exercised only if a written opinion of counsel to the holder, the form and substance of which is acceptable to the Company, is delivered to the Company prior to exercise of the Warrants being exercised, and the underlying securities delivered upon exercise have been registered under the Act, or the securities are exempt from registration thereunder. In the absence of an opinion of counsel to the holder reasonably acceptable to the Company indicating that the certificates representing the securities underlying this Warrant may be issued without restrictive legends pursuant to an exemption from the Act, such underlying securities shall bear a legend individually similar to that set forth on this Warrant. In connection with the exercise of this Warrant by the holder in accordance with the terms hereof, the Company and the Holder shall first use their reasonable efforts to cause the issuance of the shares of Common Stock issuable upon exercise of the Warrant to be exempt from registration by virtue of Regulation S promulgated under the Act and in such event, the holder will resell such shares only in compliance with the applicable Holding period, restrictions and other provisions of Regulation S. In the event that an exemption from registration under Regulation S is not then available in connection with the issuance of the underlying shares of Common Stock upon exercise of the Warrant, the Company agrees to grant to the holder of the Warrant the registration rights set forth on Exhibit B-1 attached hereto. 3. Neither this Warrant nor the shares of Common Stock issuable upon exercise hereof have been registered under the Act nor under any state or foreign securities law and shall not be transferred, sold, assigned or hypothecated in violation thereof. If permitted by the foregoing, any such transfer, sale, assignment or hypothecation shall be effected by the Holder surrendering this Warrant for cancellation at the office or agency of the Company referred to in Section 2 hereof, accompanied by an opinion of counsel to the Holder satisfactory to the Company and its counsel, stating that such transferee is a permitted transferee under this Section 3 and that such transfer does not violate the Act or such state securities laws. 2 4. The Company covenants and agrees that all shares of Common Stock which may be issued upon exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and no personal liability will attach to the Holder thereof. The Company further covenants and agrees that during the Exercise Period, the Company will at all times have authorized and reserved a sufficient number of shares of its Common Stock to provide for the exercise of this Warrant; provided, however, that, if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of all shares of Common Stock underlying the Warrant, the Company will take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. 5. The Warrant shall not entitle the Holder to any rights, including, without limitation, voting rights, as a shareholder of the Company. 6. The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as follows: a. If the Company shall (i) declare a dividend or make a distribution on its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, then the Exercise Price in effect immediately prior to such action shall be proportionately adjusted so that the holder of any Warrant thereafter exercised may receive the aggregate number and kind of shares of capital stock of the Company which he would have owned immediately following such action if such Warrant had been exercised immediately prior to such action. b. Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Section 6(a) above, the number of shares of Common Stock purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of shares of Common Stock initially 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. c. Notwithstanding any adjustment in the Exercise Price or the number or kind of shares of Common Stock purchasable upon the exercise of this Warrant, certificates for Warrants issued prior or subsequent to such adjustment may continue to express the same price and number and kind of shares of Common Stock as are initially issuable pursuant to this Warrant. d. The Company may, but under no circumstances is obligated, to modify the terms of this Warrant to extend the Exercise Period or to lower the Exercise Price, at any time prior to the expiration of this Warrant. e. In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Holder an agreement that the Holder shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of each Warrant the kind and amount of shares and 3 other securities, cash and property which he would have owned or would have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had such Warrant been exercised immediately prior to such action; provided, however, that no adjustment in respect of dividends, interest -------- ------- or other income on or from such shares or other securities, cash and property shall be made during the term of a Warrant or upon the exercise of a Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The provisions of this Section 6(e) shall similarly apply to successive consolidations, mergers, sales, transfers or leases. 7. The Company shall not be required to issue fractional shares of Common Stock upon exercise of the Warrants. If more than one Warrant shall be presented for exercise in full at the same time by the same Holder, the number of full shares of Common Stock which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share would, except for the provisions of this Section 7, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to the closing price for one share of the Common Stock, as reported by NASDAQ on the trading day immediately preceding the exercise date, multiplied by such fraction. This Warrant shall be governed by and in accordance with the laws of the State of California. IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officers and as of the 24th day of October, 1996. MICROELECTRONIC PACKAGING, INC. By: ___________________________________ 4 PURCHASE FORM Dated , 199 The undersigned hereby irrevocably elects to exercise the within Warrants to the extent of purchasing _________ shares of Common Stock and hereby makes payment of $____________ in payment of the exercise price thereof. ------------------------ This Warrant may not be exercised (i) by or on behalf of a person who is a U.S. person (as defined in Regulation S promulgated under the Securities Act of 1933, as amended (the "Securities Act"), (ii) if a U.S. person has any interest in the Warrants being exercised or the underlying securities to be issued upon exercise, or (iii) by any person if exercised within the United States or if the Warrant Shares are to be delivered within the United States. If the above cannot be complied with, then the Warrant can be exercised only if a written ------- opinion of counsel to the Holder of the Warrant, the form and substance of which is acceptable to the Company, is delivered to the Company prior to exercise to the Warrants being exercised, and the underlying securities delivered upon exercise have been registered under the Securities Act, or the securities are exempt from registration thereunder. INSTRUCTIONS FOR REGISTRATION OF STOCK -------------------------------------- Name: _______________________________________________ (Please typewrite or print in block letters.) Address: _______________________________________________________________________ Signature: __________________________________________ ASSIGNMENT FORM --------------- FOR VALUE RECEIVED __________________________________ hereby sells, assigns and transfers unto Name: ____________________________________________________________ (Please typewrite or print in block letters.) Address: _______________________________________________________________________ Social Security No. or Employment Identification No. ___________________________ The right to purchase Common Stock represented by this Warrant to the extent of ____ shares as to which such right is exercisable and does hereby irrevocably constitute and appoint ____________ ____________ attorney to transfer the same on the books of the Company with full power of substitution. Dated: _____ , 199__ Signature __________________________________ Signature Guaranteed: ______________________ Social Security Number REGISTRATION RIGHTS ------------------- 1. Piggy-Back Registration Rights. If at any time prior to the termination date (as defined below) (1) the Company proposes to register any of its securities under the Act (other than in connection with a merger, acquisition or exchange offer or pursuant to Form S-8 or successor form), it will give written notice by certified or registered mail, at least thirty (30) days prior to the filing of the registration statement to the holder of record of the Warrant (the "Registered Holder") of its intention to do so. Upon the written request of the Registered Holder, given within fifteen (15) days after receipt of any such notice of his, her or its desire to include the sale of any shares of Common Stock underlying the Warrant ("Warrant Shares") in such proposed registration statement, the Company shall, subject to registration rights of other holders of securities of the Company existing as of the date of the Warrant (the "Prior Holders"), use its best efforts to obtain the necessary consents or waivers from the Prior Holders such that the Registered Holder's Warrant Shares may be included in such registration. The "piggy-back" registration rights described in this Exhibit B-1 shall terminate on the earlier of (i) the second anniversary of the Expiration Date, (ii) the second anniversary of the date when Warrants shall have been exercised in full, (iii) the date when all Warrant Shares have been sold by the Registered Holder, and (iv) such time as all of the Warrant Shares held by the Registered Holder can be sold by such Registered Holder within a given three (3) month period without compliance with the registration requirements of the Act, pursuant to Rule 144 promulgated thereunder (the Termination Date); provided, however, that a Registered Holder shall only be entitled pursuant to this paragraph to have the Warrant Shares registered and shall not be entitled to have the Warrant registered. Notwithstanding anything to the contrary contained in the provisions of this Exhibit B-1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 1 (irrespective of whether a written request for inclusion of any securities shall have been made), to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. 2. Indemnification. The Company shall indemnify and hold harmless the Registered Holder who registers Warrant Shares pursuant to this Exhibit B-1, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or a material fact contained in any registration statement filed by the Company under the Act in accordance with this Exhibit B-1, any post-effective amendment to such registration statement, or any prospectus included therein, or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Registered Holder (or the authorized representatives or agents of the Registered Holder) expressly for use therein which indemnification shall include each person, if any, who controls the Registered Holder within the meaning of the Act and each officer, director, employee and agent of the Registered Holder; provided, however, that the indemnification in this Section 2 with respect to any prospectus shall not inure to the benefit of the Registered Holder (or to the benefit of any person controlling the Registered Holder) on account of any such loss, claim, damage or liability arising from the sale of Warrant Shares by such Registered Holder, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Registered Holder by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Registered Holder to the purchaser of such securities prior to such sale; and provided further, that the Company shall not be obligated to so indemnify the Registered Holder or any other person referred to above unless the Registered Holder or other person as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the registration statement and each person, if any, who controls the Company within the meaning of the Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or a material fact contained in any registration statement or any prospectus required to be filed or furnished in connection with the public offering or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Registered Holder expressly for use therein. If for any reason the indemnification provided for in the preceding subparagraph is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damages, liability or expense referred to therein, then the indemnifying party in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the indemnified party and the indemnifying party, but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable consideration. 3. Offering Expenses. All expenses, filing fees and other costs incurred by the Company in connection with the registration of securities pursuant to this Exhibit B-1 (exclusive of underwriting discounts and selling commissions applicable to any sale of Warrant Shares and any fees and costs of legal counsel engaged by the Registered Holder) shall be borne by the Company. 4. Delivery of Prospectus. In the case of each registration effected by the Company pursuant to the provisions of this Exhibit B-1, the Company will (i) furnish to the Registered Holder of the Warrant Shares registered such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act and such other documents as such Registered Holder may reasonably request in order to facilitate the disposition of the Warrant Shares so registered, and (ii) notify the Registered Holder of securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act or the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, included an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. 5. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed such words in the Warrant to which this Exhibit B-1 is attached. EX-10.83 5 PRESS RELEASE DATED OCTOBER 28, 1996 EXHIBIT 10.83 CONTACT: Microelectronic Packaging, Inc. Timothy da Silva, President & CEO (619) 530-1660 FOR IMMEDIATE RELEASE MICROELECTRONIC PACKAGING COMPLETES CONVERTIBLE DEBENTURE FINANCING San Diego, California--October 28, 1996--Microelectronic Packaging, Inc. ("MPI") (Nasdaq National Market: MPIX) today announced that it has sold and issued U.S. $2.8 million of convertible debentures to institutional investors. The debentures bear interest at a rate of 8% per year and are due and payable on or before October 23, 1997. Subject to certain limitations, the debentures may be converted at the option of the holders into shares of common stock. The Company also issued to one investor a warrant to purchase 75,421 shares of common stock. Timothy da Silva, President and Chief Executive Officer of MPI, said "This additional funding will be utilized to support the growth of MPM (S) Pte Ltd, our subsidiary in Singapore, which manufactures Multilayer Ceramic Packages (MLC) and Multi-Chip Module (MCM) substrates using IBM technology and production equipment. MLC packages and MCM substrates are key products currently under development and the company believes these products will figure prominently in its future strategy." 2-2-2 MPIX/Financing Microelectronic Packaging, Inc. is a leading international semiconductor packaging company with design services, manufacturing and sales capability to support the device packaging and electronic systems interconnection requirements of integrated circuit ("IC") and electronic systems manufacturers. At its San Diego, California headquarters and Singapore manufacturing facilities, the Company develops, manufactures, markets and sells pressed ceramic packages, advanced IC packaging products and MCMs to customers in the IC, communications, automatic test equipment and other electronics-related industries. # # # -----END PRIVACY-ENHANCED MESSAGE-----