Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 National Patent Development Corportion S-1 139 648K
17: COVER ¶ Comment-Response or Cover Letter to the SEC 1 1K
2: EX-2 Distribution Agreement Between Gp Strategies and 45 133K
Npdc
4: EX-3 National Patent Development Corporation By-Laws 13 56K
3: EX-3 National Patent Development Corporation Restated 5 21K
Certificate of Incorporation
5: EX-4 National Patent Development Corporation Form of 1 9K
Stock Certificate
6: EX-5 Opinion of Andrea D. Kantor 1 9K
13: EX-10 Amended and Restated Investor Rights Agreement 31 123K
Dated May 30, 2003
11: EX-10 Credit Agreement Between Allfirst Bank and Mxl 21 66K
Industries
7: EX-10 Management Agreement Between Gps and Npdc 5 17K
8: EX-10 Management Agreement Between Npdc and Gps 5 17K
12: EX-10 Mortgage Security Agreement Dated June 26, 2001 36 119K
Mxl to Lasalle Bank
10: EX-10 Npdc 2003 Incentive Stock Plan 14 59K
14: EX-10 Stock Purchase Option Agreement Dated June 30, 13 42K
2004 Among Gps, Npd, Valera and Certain
Instituitonal Investors
9: EX-10 Tax Sharing Agreement Beween Npdc and Gps 18 75K
15: EX-21 Subsidiaries 1 6K
16: EX-23 Consent of Eisner LLP 1 7K
‘EX-4’ — National Patent Development Corporation Form of Stock Certificate
Exhibit 4.1
COMMON STOCK COMMON STOCK
THIS CERTIFICATE IS TRANSFERABLE IN
CHICAGO AND NEW YORK
Shares
Certificate
Number **600620******
ZQ 000271 ***600620*****
NATIONAL PATENT DEVELOPMENT CORPORATION ****600620****
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE *****600620***
******600620**
THIS CERTIFIES THAT MR. SAMPLE & MRS. SAMPLE &
MR. SAMPLE & MRS.SAMPLE
CUSIP 637132 10 1
SEE REVERSE FOR CERTAIN DEFINITIONS
is the owner of * * * SIX HUNDRED THOUSAND
SIX HUNDRED AND TWENTY * * *
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH OF COMMON
STOCK OF
National Patent Development Corporation transferable on the books of the
Corporation in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be held subject to all of the provisions of the
Restated Certificate of Incorporation and amendments thereto (copies of which
are on file at the office of the Corporation), to all of which the holder of
this Certificate assents by acceptance hereof. This Certificate is not valid
unless countersigned by the Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
FACSIMILE SIGNATURE TO COME [CORPORATE SEAL] DATED
Chairman of the Board & Chief Executive Officer
COUNTERSIGNED AND REGISTERED:
COMPUTERSHARE INVESTOR SERVICES, LLC.
(CHICAGO)
TRANSFER AGENT AND REGISTRAR
FACSIMILE SIGNATURE TO COME
Secretary
By___________________________________________
AUTHORIZED SIGNATURE
5 Subsequent Filings that Reference this Filing
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