Document/Exhibit Description Pages Size
1: 8-K Current Report 5 26K
2: EX-4.1 Stout Warrant 9± 41K
3: EX-4.2 P Stout Warrant 9± 41K
4: EX-4.3 Trust Warrant 9± 41K
5: EX-4.4 Knop Warrant 9± 41K
6: EX-4.5 Sanders Warrant 9± 41K
7: EX-9.1 Voting Agreement 6 24K
8: EX-10.1 Securities Purchase Agreement 47 207K
9: EX-10.2 Registration Rights Agreement 17± 78K
10: EX-10.3 Mod/Ext Agreement 2 15K
11: EX-10.4 Amended Guaranty of Payment 5± 24K
12: EX-10.5 Guaranty of Payment 5± 22K
13: EX-10.6 Subordination Agreement 5± 27K
WARRANT
THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE
UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED OR ANY STATE SECURITIES LAW AND
MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR A VALID
EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
(subject to adjustment hereinafter provided)
of
HADRON, INC.
This certifies that, for value received, Patricia W. Stout or her
registered assigns ("Holder") is entitled, subject to the terms
set forth below, to purchase from Hadron, Inc., a New York
corporation (the "Company"), such number of shares of the Common
Stock, par value $0.02 per share ("Common Stock"), of the
Company, that are purchasable in connection with the exercise of
the Warrant, as defined in Section 3 below, upon surrender hereof
at the principal office of the Company referred to below, with
the Notice of Exercise attached hereto as Attachment A duly
executed and simultaneous payment therefor (at the Exercise Price
as set forth in Section 2 below) in lawful money of the United
States or otherwise as hereinafter provided. The number and
Exercise Price of such shares of Common Stock are subject to
adjustment as provided below. The term "Warrant" as used herein
shall include the Warrant under this Warrant and any warrants
delivered in substitution or exchange therefor as provided
herein.
1. Term of Warrant. Subject to the terms and conditions
set forth herein, the Warrant shall be exercisable, in whole or
in part, for a period of five (5) years commencing on March 30,
2000 and ending on March 30, 2005.
2. Exercise Price. The exercise price at which this
Warrant may be exercised shall be seventy-two cents ($0.72) per
share of Common Stock. (the "Exercise Price").
3. Number of Shares; Exercise of Warrant.
3.1 Exercise and Number of Shares. Subject to the
provisions of this Agreement, the Holder of this Warrant shall
have the right to purchase from the Company (and the Company
shall issue and sell to such Holder), in the aggregate, up to
230,769 shares of the Company's Common Stock. This Warrant may
be exercised in whole or in part in as many exercises as Holder
may elect. The Exercise Price shall be payable by check for good
and sufficient United States funds.
3.2 Cashless Exercise. Subject to the other
provisions of this Agreement, in lieu of any cash payment
required upon exercise of the Warrant, the Holder may elect to
exercise this Warrant in full or in part by surrendering this
Warrant in the manner specified in Section 3.1 hereof in exchange
for the number of shares of Common Stock equal to the product of
(i) the number of shares of Common Stock as to which the Warrant
is being exercised multiplied by (ii) a fraction, (y) the
numerator of which is the Fair Market Value of a share of Common
Stock on the date of exercise less the Exercise Price, and (z)
the denominator of which is the Fair Market Value of a share of
Common Stock on such date of exercise. Fair Market Value shall
be equal to the average of the last sale price of Common Stock on
each of the ten trading days prior to the exercise date of this
Warrant on the principal exchange of which the Common Stock may
at the time be listed; or, if there shall have been no sales on
such exchange on any such trading day, the average of the closing
bid and asked prices on such exchange on such trading day; or, if
there is no such bid and asked price occurred; or, if the Common
Stock shall not be so listed, the average of the closing sales
prices as reported by NASDAQ (including its bulletin board) at
the end of each of the ten trading days prior to the date of
exercise of this Warrant in the over-the counter market; provided
that if one class of the Common Stock is listed or reported as
described in this sentence but the class of Common Stock with
respect to which Fair Market Value is being measured is not so
listed or reported, then the Fair Market Value per share with
respect to such unlisted and unreported class shall be identical
to such listed or reported class.
3.3 Delivery. The Warrant shall be exercisable by (i)
delivering to the Company the form of notice of exercise attached
hereto as Exhibit A duly completed and signed by the Holder or by
the duly appointed legal representative or duly authorized
attorney thereof, and (ii) depositing with the Company the
original of this Warrant, paying the aggregate Exercise Price for
the number of shares of Common Stock in respect of which the
Warrant is being exercised. Upon each partial exercise of the
Warrant, a new Warrant evidencing the balance of the shares of
Common Stock issuable hereunder will be issued to the Holder, as
soon as reasonably practicable, on the same terms as the Warrant
partially exercised. All payments due upon any exercise of this
Warrant shall be made in cash or by check or by making a Cashless
Exercise.
3.4 Time of Exercise. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on
the date of its surrender for exercise and the person entitled to
receive the shares of Common Stock issuable upon such exercise
shall be treated for all purposes as the holder of record of such
shares as of the close of business on such date; provided,
however, that in the event that the transfer books of the Company
are closed on the date of exercise, the Holder shall be deemed to
have become a stockholder of record on the next succeeding day
that the transfer books are open and until such date, the Company
shall be under no duty to cause to be delivered any certificate
for such shares. As promptly as practicable on or after such
date and in any event within ten (10) days thereafter, the
Company at its expense shall issue and deliver to the person or
persons entitled to receive the same a certificate or
certificates for the number of shares issuable upon such
exercise. In the event that this Warrant is exercised in part,
the Company at its expense will execute and deliver a new Warrant
of like tenor exercisable for the number of shares for which this
Warrant may then be exercised.
4. Payment of Taxes and Expenses. The Company shall pay
all expenses in connection with, and all taxes and other
governmental charges that may be imposed with respect to, the
issuance or delivery of this Warrant and the Warrant Stock,
unless any such tax or charge is imposed by law upon the Holder
or upon the income or gain of Holder in connection with this
Warrant, in which case such tax or charge shall be paid by the
Holder. The Company shall not be required, however, to pay any
tax or other charge imposed in connection with any transfer
involved in the issuance of any certificate for shares of Common
Stock in any name other than that of the Holder, and in such case
the Company shall not be required to issue or deliver any stock
certificate until such tax or other charge has been paid or it
has been established to the satisfaction of the Company that no
such tax or other charge is due.
5. No Fractional Shares. No fractional shares shall be
issued upon the exercise of this Warrant. In lieu of any
fractional share to which the Holder would otherwise be entitled,
the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.
6. Replacement of Warrant. On receipt of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of
loss, theft or destruction, on delivery of an indemnity agreement
reasonably satisfactory in form and substance to the Company or,
in the case of mutilation, or surrender and cancellation of this
Warrant, the Company at its expense shall execute and deliver, in
lieu of this Warrant, a new warrant of like tenor and amount.
7. Adjustments.
(a) Adjustment. The number of shares of Common Stock
for which this Warrant is exercisable and the Exercise Price at
which such shares may be purchased shall be subject to adjustment
from time to time as set forth in this Section 7.
(b) Stock Dividends, Subdivisions and Combinations.
If at any time the Company shall:
(i) pay or make a dividend on Common Stock
payable in additional shares of Common Stock;
(ii) subdivide its outstanding shares of Common
Stock into a larger number of shares of Common Stock; or
(iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock;
then (A) the number of shares of Common Stock for which this
Warrant is exercisable immediately after the happening of such
event shall be adjusted to equal the number of shares of Common
Stock which a record holder of the same number of shares of
Common Stock immediately prior to the happening of such event
would own or be entitled to receive after the happening of such
event, and (B) the Exercise Price shall be adjusted to equal (1)
the Exercise Price multiplied by the number of shares of Common
Stock for which this Warrant is exercisable immediately prior to
the adjustment divided by (2) the number of shares for which this
Warrant is exercisable immediately after such adjustment.
(c) Dividends and Distributions. If the Company shall
distribute to all holders of its outstanding shares of Common
Stock evidence of indebtedness of the Company, cash (including
cash dividends payable out of consolidated earnings or earned
surplus) or assets or securities other than additional shares of
Common Stock, including stock of a subsidiary but excluding
dividends or distributions referred to in Section 7(b) above (any
such evidences of indebtedness, cash, assets or securities, the
"assets or securities"), then, in each case, the number of
shares of Common Stock issuable after such record date to Holder
upon the exercise of each Warrant shall be determined by
multiplying the number of shares of Common Stock issuable upon
the exercise of such Warrant immediately prior to such record
date by a fraction, the numerator of which shall be the fair
market value per share of Common Stock immediately prior to the
record date for such distribution and the denominator of which
shall be the fair market value per share of Common Stock
immediately prior to the record date for such distribution less
the then fair value (as determined in good faith by the Board) of
the evidences of its indebtedness, cash or assets or other
distributions so distributed attributable to one share of Common
Stock. Such adjustment shall be made whenever any such
distribution is made, and shall become effective on the date of
distribution retroactive to the record date for the determination
of stockholders entitled to receive such distribution. Any
adjustment required by this Section 7(c) shall be made whenever
any such distribution is made, and shall become effective on the
date of such distribution retroactive to the record date for the
determination of stockholders entitled to receive such
distribution.
(d) Reorganization, Reclassification, Consolidation or
Merger. If the Company shall (i) effect any reorganization or
reclassification of its capital stock or (ii) consolidate or
merge with or into, or transfer all or substantially all of its
properties and assets to, any other person, in either case in a
transaction in connection with which a Holder has not exercised
this Warrant, then, upon any exercise of this Warrant subsequent
to the consummation thereof, such Holder shall be entitled to
receive, in lieu of the Common Stock issuable upon exercise
immediately prior to such consummation, the highest amount of
stock, other securities or property (including cash) 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 adjustments thereafter as provided in this
Section 7. In the case of a consolidation, merger, sale or
transfer which includes an election as to the kind of
consideration to be received by the holders, and the transfer is
not the same for each share of Common Stock, then for the
purposes of this Section the kind and amount of securities, cash
and other property receivable upon such consolidation, merger,
sale or transfer shall be deemed to be the kind and amount so
receivable per share by a plurality of the holders.
(e) All calculations under this Section 7 shall be made to
the nearest cent or to the nearest one-hundredth of a share, as
the case may be.
8. No Rights of Stockholders. Subject to this Warrant,
the Holder shall not be entitled to vote, to receive dividends or
subscription rights, or to be deemed the holder of Common Stock
or any other securities of the Company that may at any time be
issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the Holder,
as such, any of the rights of a stockholder of the Company,
including without limitation any right to vote for the election
of directors or upon any matter submitted to stockholders, to
give or withhold consent to any corporate action (whether upon
any recapitalization, issuance of stock, reclassification of
stock, change of par value or change of stock to no par value,
consolidation, merger, conveyance, or otherwise), to receive
notices, or otherwise, until the Warrant shall have been
exercised as provided herein.
9. Transfer of Warrant.
9.1 Warrant Register. The Company will maintain a
register (the "Warrant Register") containing the names and
addresses of the Holder or Holders. Any Holder of this Warrant
or any portion thereof may change its address as shown on the
Warrant Register by written notice to the Company requesting such
change, and the Company shall promptly make such change. Until
this Warrant is transferred on the Warrant Register of the
Company, the Company may treat the Holder as shown on the Warrant
Register as the absolute owner of this Warrant for all purposes,
notwithstanding any notice to the contrary.
9.2 Exchange of Warrant Upon a Transfer. On surrender
of this Warrant for exchange, properly endorsed on the Assignment
attached hereto and subject to the provisions of this Warrant and
with the limitations on assignments and transfers as contained in
this Section 9, the Company at its expense shall issue to or on
the order of the Holder a new warrant or warrants of like tenor,
in the name of the Holder or as the Holder (on payment by the
Holder of any applicable transfer taxes) may direct, for the
number of shares issuable upon exercise hereof.
10. Reservation and Authorization of Common Stock.
(a) The Company shall at all times reserve and keep
available for issuance upon the exercise of this Warrant the
maximum number of its authorized but unissued shares of Common
Stock as could then potentially be required to permit the
exercise in full of this and all outstanding Warrants. All
shares of Common Stock issuable upon exercise of any Warrant and
payment therefor in accordance with the terms of such Warrant
shall be duly and validly issued and fully paid and nonassesable,
and not subject to or privileged with any preemptive rights.
(b) Before taking any action which would cause an
adjustment reducing the Exercise Price below the then par value,
if any, of the shares of Common Stock issuable upon exercise of
the Warrants, the Company shall take any corporate action which
may be necessary in order that the Company may validly and
legally issue fully paid and nonassessable shares of such Common
Stock at such adjusted Exercise Price.
10. Notices. Any notice, request, consent or other
communication required to be made hereunder shall be deemed to
have been made: (a) in the case of personal delivery, on the date
of such delivery; (b) in the case of mailing, on the third
business day following the date of such mailing; and (c) in the
case of facsimile transmission, when confirmed by facsimile
machine report to the parties at the following addresses:
If to Holder:
Patricia W. Stout
10 Maiden Bower Court
Potomac, Maryland 20854
Fax: 301/947-0544
If to Company:
5904 Richmond Highway
Suite 300
Alexandria, Virginia 22303
Fax: 703/329-9409
11. Legend. Neither this Warrant nor the shares of common
stock issuable upon exercise of this Warrant have been registered
under the Securities Act of 1933, as amended, or under the
securities laws of any state. Neither this Warrant nor the
shares of common stock issued upon exercise of this Warrant may
be sold, transferred, pledged or hypothecated in the absence of
(i) an effective registration statement for this Warrant or the
shares, as the case may be, under the Securities Act of 1933, as
amended, and such registration or qualification as may be
necessary under the securities laws of any state, or (ii) an
opinion of counsel reasonably satisfactory to the Company that
such registration or qualification is not required. The Company
shall cause a certificate or certificates evidencing all or any
of the shares of common stock issued upon exercise of this
Warrant prior to said registration and qualification of such
shares to bear the following legend:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY
STATE. THE SHARES MAY NOT BE SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND SUCH
REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY
UNDER THE SECURITIES LAWS OF ANY STATE, [OR A
VALID EXEMPTION FROM REGISTRATION UNDER SUCH
LAWS].
(c) Termination of Restrictions. The legend requirements
of Section 11 shall terminate when either (i) the security in
question shall have been effectively registered under the
Securities Act and disposed of pursuant thereto or (ii) the
Company shall have received an opinion of counsel reasonably
satisfactory to it that such legend is not required in order to
insure compliance with the Securities Act.
12. Investment Covenant. The Holder by his or her
acceptance hereof covenants that this Warrant is and any common
stock issued hereunder will be acquired for investment purposes,
and that the Holder will not distribute the same in violation of
any state or federal law or regulation.
13. Amendments. The terms and provisions of this Warrant
may not be modified or amended, or any provisions hereof waived,
temporarily or permanently, except by written consent of the
Company and the Holder.
14. Certificate. Upon request by the Holder of this
Warrant, the Company shall promptly deliver to such holder a
certificate executed by its President or Chief Financial Officer
setting forth the total number of outstanding shares of capital
stock, convertible debt instruments and options, rights, warrants
or other agreements relating to the purchase of such capital
stock or convertible debt instruments, together with its
calculation of the number of shares remaining available for
issuance upon exercise of this Warrant, and a certificate of the
accuracy of the statements set forth therein.
15 Successors and Assigns. This Warrant and the rights
and duties of the Holder set forth herein may be assigned, in
whole or in part, by the Holder. The obligations of the Company
evidenced by this Warrant shall be binding upon its successors,
but neither this Warrant nor any of the rights or duties of the
Company set forth herein shall be assigned by the Company, in
whole or in part, without having first received the written
consent of the Holder.
16. Governing Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the Commonwealth of
Virginia without regard to the principles of conflicts of law
thereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to
be executed on its behalf and under its corporate seal as of the
date first above written by one of its duly authorized officers
and its execution hereof to be attested by another of its duly
authorized officers.
Date: March 30, 2000 HADRON, INC.
/S/ C.W. GILLULY
By: ------------------------
C.W. Gilluly
Chief Executive Officer
Attested:
/S/ S. AMBER GORDON
________________________
Secretary
ATTACHMENT A
NOTICE OF EXERCISE
To: HADRON, INC. (the "Company")
The undersigned hereby irrevocably elects to exercise the
right of purchase thereunder, ____________ shares of Common Stock
of the Company, as provided for therein, and tenders herewith
payment of the purchase price in full in the form of wire
transfer, cash or a check in the aggregate amount of
$___________. If said number of shares shall not be all the
shares purchasable under the within Warrant, a new Warrant
Certificate is to be issued in the name of said undersigned for
the balance remaining of the shares purchasable thereunder less
any fraction of a share paid in cash.
Please issue a certificate or certificates for such shares
of Common Stock in the name of, and pay any cash for any
fractional share to:
Name:______________________________
By:________________________________
Signature:___________________________
ASSIGNMENT
(To be executed only upon assignment of Warrant)
For value received, __________________________, hereby
sells, assigns and transfers unto ________________________ the
within Warrant, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
_______________________ attorney, to transfer said Warrant on the
books of the within-named Company, with full power of
substitution of the premises.
Dated: ___________________, 20___
____________________________________
By:
________________________________
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 3/30/05 | | 1 | | | | | 8-K |
| Filed on: | | 4/14/00 |
| For Period End: | | 3/30/00 | | 1 |
| List all Filings |
↑Top
Filing Submission 0000044800-00-000018 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., May 16, 4:01:46.2am ET 