General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 11 47K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 12 42K
Liquidation or Succession
3: EX-3 Articles of Incorporation/Organization or By-Laws 15 54K
4: EX-4 Instrument Defining the Rights of Security Holders 10 39K
5: EX-5 Opinion re: Legality 11 35K
EX-5 — Opinion re: Legality
| EX-5 | 1st Page of 11 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 5
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THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND
MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN RELIANCE ON AN OPINION,
REASONABLY SATISFACTORY TO QUEEN SAND RESOURCES, INC. IN FORM AND SUBSTANCE, OF
COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT SUCH SALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON AN EXEMPTION FROM THE ACT AND ANY
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
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QUEEN SAND RESOURCES, INC.
Common Stock Purchase Warrant
Representing Right To Purchase Shares of
Common Stock
of
Queen Sand Resources, Inc.
FOR VALUE RECEIVED, QUEEN SAND RESOURCES, INC., a Delaware corporation (the
"Company"), hereby certifies that Joint Energy Development Investments Limited
Partnership, a Delaware limited partnership, is entitled, subject to the
provisions of this Warrant, to purchase from the Company, at any time or from
time to time during the Exercise Period (as hereinafter defined), the Warrant
Shares (as hereinafter defined) at a price per share equal to the Exercise Price
(as defined below). This Warrant (together with such other warrants as may be
issued in exchange, transfer or replacement of this Warrant, the "Warrants") is
issued to the Holder (as hereinafter defined) pursuant to the Securities
Purchase Agreement (as defined below) and entitles the Holder to purchase the
Warrant Shares and to exercise the other rights, powers and privileges
hereinafter provided.
Section 1. Definitions. The following terms, as used herein, have the
following respective meanings:
"Class A Warrants" has the meaning ascribed to such term in the Earn Up
Agreement.
"Class B Warrants" has the meaning ascribed to such terms in the Earn Up
Agreement.
"Common Stock" means the Company's common stock, $0.0015 par value.
"Company" is defined in the introductory paragraph of this Warrant.
"Date of Issuance" means May 6, 1997.
"Earn Up Agreement" means the Earn Up Agreement dated as of May 6, 1997
between the Company and Forseti Investments Ltd.
"Election Date" has the meaning specified therefor in the Earn Up
Agreement.
"Exercise Period" means the period of time between 12:01 a.m. (New York
City Time) on October 1, 1998 and 5:00 p.m. (New York City time) on December 31,
1998.
"Exercise Price" means an amount, per share, equal to $2.50. The Exercise
Price shall be subject to adjustment, as set forth in Section 4.
"Holder" means Joint Energy Development Investments Limited Partnership and
its permitted assignees.
"Person" means any individual, corporation, limited or general partnership,
joint venture, association, joint-stock company, trust, limited liability
company, unincorporated organization or government or any agency or political
subdivision thereof.
"Required Holders" means the Holders of more than 50% of all Warrant Shares
then outstanding (assuming the full exercise of all Warrants).
"Securities Purchase Agreement" means the Securities Purchase Agreement,
dated as of March 27, 1997, between the Company the Holder, as such agreement
shall be modified, amended and supplemented and in effect from time to time.
"Value" means $3.50 per share of Common Stock.
"Warrants" is defined in the introductory paragraph of this Warrant.
"Warrant Shares" means the number of shares of Common Stock (or amount of
other property) equal to the number of shares of Common Stock (or amount of
other property), as adjusted from time pursuant to the terms hereof, which would
have been received upon the exercise on the
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Election Date of all Class A Warrants and Class B Warrants, if any, that are
deliverable to the Company by Forseti Investments Ltd. pursuant to Section
2.0(b) of the Earn Up Agreement.
Section 2. Exercise of Warrant; Cancellations of Warrant. This Warrant
may be exercised in whole or in part, at any time or from time to time, during
the Exercise Period, by presentation and surrender hereof to the Company at its
principal office at the address set forth in Section 10 (or at such other
reasonable address as the Company may after the date hereof notify the Holder in
writing, coming into effect not before 14 days after receipt of such notice by
the Holder), with the Purchase Form annexed hereto as Exhibit A duly executed
and accompanied by either (at the option of the Holder) proper payment in cash
or certified or bank check equal to the Exercise Price for the Warrant Shares
for which this Warrant is being exercised; provided, that if this Warrant is
exercised in part, the Warrant must be exercised. Upon exercise of this Warrant
as aforesaid, the Company shall as promptly as practicable, and in any event
within 20 days thereafter, execute and deliver to the Holder a certificate or
certificates for the total number of Warrant Shares for which this Warrant is
being exercised, in such names and denominations as requested in writing by the
Holder. The Company shall pay any and all documentary stamp or similar issue
taxes payable in respect of the issue of the Warrant Shares. If this Warrant is
exercised in part only, the Company shall, upon surrender of this Warrant,
execute and deliver a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of the Warrant Shares issuable hereunder.
Section 3. Exchange, Transfer, Assignment or Loss of Warrant.
(a) This Warrant is exchangeable, without expense, at the option of
the Holder, upon presentation and surrender hereof to the Company for
other Warrants of different denominations, entitling the Holder to
purchase in the aggregate the same number of Warrant Shares. The
Holder of this Warrant shall be entitled, without obtaining the
consent of the Company, to transfer or assign its interest in (and
rights under) this Warrant in whole or in part to any Person or
Persons. Upon surrender of this Warrant to the Company, with the
Assignment Form annexed hereto as Exhibit B duly executed and funds
sufficient to pay any transfer tax, the Company shall, without charge,
execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees named in such Assignment Form and, if the
Holder's entire interest is not being assigned, in the name of the
Holder, and this Warrant shall promptly be canceled. This Warrant may
be divided or combined with other Warrants that carry the same rights
upon presentation hereof at the office of the Company, together with a
written notice specifying the names and denominations in which new
Warrants are to be issued and signed by the Holder hereof. Upon
receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification
(including, if required in the reasonable judgment of the Company, a
statement of net worth of such Holder that is at a level reasonably
satisfactory to the Company), and upon surrender and cancellation of
this Warrant, if mutilated, the Company shall execute and deliver a
new Warrant of like tenor and date.
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(b) At any time after the Election Date the Holder shall be entitled,
upon presentation and surrender of this Warrant to the Company, to
receive a new Warrant that is identical in all respects to this
Warrant except that (i) the definition of "Warrant Shares" in Section
1 of such new Warrant shall indicate that such term means a specified
number of shares of Common Stock (as adjusted from time to time
pursuant to the terms hereof), which number shall be the number of
shares of Common Stock receivable upon the exercise of this Warrant as
of the date of issuance of such new Warrant and (ii) such new Warrant
shall not contain this paragraph (b).
Section 4. Antidilution Provisions.
(a) Adjustment of Number of Warrant Shares and Exercise Price. The
number of Warrant Shares purchasable pursuant hereto and the Exercise
Price, each shall be subject to adjustment from time to time on and
after the Election Date as provided in this Section 4(a). In case the
Company shall at any time after the Election Date (i) pay a dividend
of shares of Common Stock or make a distribution of shares of Common
Stock, (ii) subdivide its outstanding shares of Common Stock into a
larger number of shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock
or (iv) issue any shares of its capital stock or other assets in a
reclassification or reorganization of the Common Stock (including any
such reclassification in connection with a consolidation or merger in
which the Company is the continuing entity), then (x) the securities
purchasable pursuant hereto shall be adjusted to the number of Warrant
Shares and amount of any other securities, cash or other property of
the Company which the Holder would have owned or have been entitled to
receive after the happening of any of the events described above, had
this Warrant been exercised immediately prior to the happening of such
event or any record date with respect thereto, and (y) the Exercise
Price shall be adjusted to equal the Exercise Price immediately prior
to the adjustment multiplied by a fraction, (A) the numerator of which
is the number of Warrant Shares for which this Warrant is exercisable
immediately prior to the adjustment, and (B) the denominator of which
is the number of shares for which this Warrant is exercisable
immediately after such adjustment. The adjustments made pursuant to
this Section 4(a) shall become effective immediately after the
effective date of the event creating such right of adjustment,
retroactive to the record date, if any, for such event. Any Warrant
Shares purchasable as a result of such adjustment shall not be issued
prior to the effective date of such event.
For the purpose of this Section 4(a) and (b), the term "shares of
Common Stock" means (i) the classes of stock designated as the Common
Stock of the Company as of the date hereof, or (ii) any other class of
stock resulting from successive changes or reclassifications of such
shares consisting solely of changes in par value, or from par value to
no par value, or from no par value to par value. In the event that at
any time, as a result of an adjustment made pursuant to this Section
4(a), the Holder shall become entitled to receive any securities of
the Company other
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than shares of Common Stock, thereafter the number of such other
securities so receivable upon exercise of this Warrant shall be
subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the
Warrant Shares contained in this Section 4.
(b) Reorganization, Merger, etc. If any capital reorganization,
reclassification or similar transaction involving the capital stock of
the Company (other than as specified in Section 4(a)), any
consolidation, merger or business combination of the Company with
another corporation or the sale or conveyance of all or any
substantial part of its assets to another corporation, shall be
effected in such a way that holders of the shares of Common Stock
shall be entitled to receive stock, securities or assets (including,
without limitation, cash) with respect to or in exchange for shares of
the Common Stock, then, prior to and as a condition of such
reorganization, reclassification, similar transaction, consolidation,
merger, business combination, sale or conveyance, lawful and adequate
provision shall be made whereby the Holder shall thereafter have the
right to purchase and receive upon the basis and upon the terms and
conditions specified in this Warrant and in lieu of the Warrant Shares
immediately theretofore purchasable and receivable upon the exercise
of this Warrant, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for a number of
outstanding Warrant Shares equal to the number of Warrant Shares
immediately theretofore purchasable and receivable upon the exercise
of this Warrant had such reorganization, reclassification, similar
transaction, consolidation, merger, business combination, sale or
conveyance not taken place. The Company shall not effect any such
consolidation, merger, business combination, sale or conveyance unless
prior to or simultaneously with the consummation thereof the survivor
or successor corporation (if other than the Company) resulting from
such consolidation or merger or the corporation purchasing such assets
shall assume by written instrument executed and sent to the Holder,
the obligation to deliver to the Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions,
the Holder may be entitled to receive.
(c) Statement on Warrant Certificates. Irrespective of any
adjustments in the Exercise Price or the number or kind of Warrant
Shares, this Warrant may continue to express the same price and number
and kind of shares as are stated on the front page hereof.
(d) Exception to Adjustment. Anything herein to the contrary
notwithstanding, the Company shall not be required to make any
adjustment of the number of Warrant Shares issuable hereunder or to
the Exercise Price in the case of the issuance of the Warrants or the
issuance of shares of the Common Stock (or other securities) upon
exercise of the Warrants.
(e) Treasury Shares. The number of shares of the Common Stock
outstanding at any time shall not include treasury shares or shares
owned or held by or for the account of the Company or any of its
subsidiaries, and the disposition of any such
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shares shall be considered an issue or sale of the Common Stock for
the purposes of this Section 4.
(f) Adjustment Notices to Holder. Upon any increase or decrease in
the number of Warrant Shares purchasable upon the exercise of this
Warrant or the Exercise Price the Company shall, within 30 days
thereafter, deliver written notice thereof to all Holders, which
notice shall state the increased or decreased number of Warrant Shares
purchasable upon the exercise of this Warrant and the adjusted
Exercise Price, setting forth in reasonable detail the method of
calculation and the facts upon which such calculations are based.
Section 5. Notification by the Company. In case at any time while this
Warrant remains outstanding:
(a) the Company shall declare any dividend or make any distribution
upon its Common Stock or any other class of its capital stock; or
(b) the Company shall offer for subscription pro rata to the holders
of its Common Stock or any other class of its capital stock any
additional shares of stock of any class or any other securities
convertible into or exchangeable for shares of stock or any rights or
options to subscribe thereto; or
(c) the Board of Directors of the Company shall authorize any capital
reorganization, reclassification or similar transaction involving the
capital stock of the Company, or a sale or conveyance of all or a
substantial part of the assets of the Company, or a consolidation,
merger or business combination of the Company with another Person; or
(d) actions or proceedings shall be authorized or commenced for a
voluntary or involuntary dissolution, liquidation or winding-up of the
Company;
then, in any one or more of such cases, the Company shall give written notice to
the Holder, at the earliest time legally practicable (and not less than 20 days
before any record date or other date set for definitive action) of the date on
which (i) the books of the Company shall close or a record shall be taken for
such dividend, distribution or subscription rights or options or (ii) such
reorganization, reclassification, sale, conveyance, consolidation, merger,
dissolution, liquidation or winding-up shall take place or be voted on by
shareholders of the Company, as the case may be. Such notice shall also specify
the date as of which the holders of the Common Stock of record shall participate
in said dividend, distribution, subscription rights or options or shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, sale, conveyance,
consolidation, merger, dissolution, liquidation or winding-up, as the case may
be. If the action in question or the record date is subject to the
effectiveness of a registration statement under the Securities Act or to a
favorable vote of shareholders, the notice required by this Section 5 shall so
state.
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Section 6. No Voting Rights: Limitations of Liability. Prior to
exercise, this Warrant will not entitle the Holder to any voting rights or other
rights as a stockholder of the Company. No provision hereof, in the absence of
affirmative action by the Holder to exercise this Warrant, and no enumeration
herein of the rights or privileges of the Holder, shall give rise to any
liability of the Holder for the purchase price of the Warrant Shares pursuant to
the exercise hereof.
Section 7. Amendment and Waiver.
(a) No failure or delay of the Holder in exercising any power or right
hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right
or power. The rights and remedies of the Holder are cumulative and
not exclusive of any rights or remedies which it would otherwise have.
The provisions of this Warrant may be amended, modified or waived with
(and only with) the written consent of the Company and the Required
Holders.
(b) No notice or demand on the Company in any case shall entitle the
Company to any other or further notice or demand in similar or other
circumstances.
Section 8. No Fractional Warrant Shares. The Company shall not be
required to issue stock certificates representing fractions of Warrant Shares,
but shall in respect of any fraction of a Warrant Share make a payment in cash
based on the Value of the Common Stock after giving effect to the full exercise
or conversion of the Warrants.
Section 9. Reservation of Warrant Shares. The Company shall
authorize, reserve and keep available at all times, free from preemptive rights,
a sufficient number of Warrant Shares to satisfy the requirements of this
Warrant.
Section 10. Notices. Unless otherwise specified, whenever this Warrant
requires or permits any consent, approval, notice, request, or demand from one
party to another, that com munication must be in writing (which may be by
telecopy) to be effective and is deemed to have been given (a) if by telecopy,
when transmitted to the appropriate telecopy number (and all communications sent
by telecopy must be confirmed promptly by telephone; but any requirement in this
parenthetical does not affect the date when the telecopy is deemed to have been
delivered), or (b) if by any other means, including by internationally
acceptable courier or hand delivery, when actually delivered. Until changed by
notice pursuant to this Warrant, the address (and telecopy number) for the
Holder and the Company are:
If to Holder: Joint Energy Development Investments Limited Partnership
c/o Enron Corp.
1400 Smith Street
Houston, Texas 77002
Attn: Donna Lowry - Director, 28th Floor
Facsimile: (713) 646-3602
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If to Company: Queen Sand Resources, Inc.
3500 Oak Lawn, Suite 380, L.B.#31
Dallas, Texas 75219-4398
Attn: Robert P. Lindsay
Facsimile: (214) 521-9960
With copies to: Queen Sand Resources, Inc.
60 Queen Street, Suite 1400
Ottawa, Canada K1P 5Y7
Attn: Edward J. Munden
Facsimile: (613) 230-6055
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
Attn: William L. Boeing, Esq.
Facsimile: (214) 651-5940
Section 11. Section and Other Headings. The headings contained in this
Warrant are for reference purposes only and will not affect in any way the
meaning or interpretation of this Warrant.
Section 12. Governing Law. THIS WARRANT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE DELAWARE GENERAL CORPORATION LAW, TO THE
EXTENT APPLICABLE TO THE INTERNAL AFFAIRS OF THE COMPANY (INCLUDING THE GRANT OF
THIS WARRANT AND THE ISSUANCE OF THE WARRANT SHARES), AND OTHERWISE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Section 13. Binding Effect. The terms and provisions of this Warrant
shall inure to the benefit of the Holder and its successors and assigns and
shall be binding upon the Company and its successors and assigns, including,
without limitation, any Person succeeding to the Company by merger,
consolidation or acquisition of all or substantially all of the Company's
assets.
* * * * *
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IN WITNESS WHEREOF, the seal of the Company and the signature of its duly
authorized officer have been affixed hereto as of May 6, 1997.
[SEAL] QUEEN SAND RESOURCES, INC.
Attest: /s/ BRUCE BENN By: /s/ EDWARD J. MUNDEN
--------------- -----------------------------------
Edward J. Munden
President and Chief Executive Officer
and
Attest: /s/ BRUCE BENN By: /s/ ROBERT P. LINDSAY
--------------- -----------------------------------
Robert P. Lindsay
Chief Operating Officer
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EXHIBIT A
TO
WARRANT
PURCHASE FORM
To Be Executed by the Holder
Desiring to Exercise a Warrant of
Queen Sand Resources, Inc.
The undersigned holder hereby exercises the right to purchase ____________
shares of Common Stock covered by the within Warrant, according to the
conditions thereof, and herewith makes payment in full of the Exercise Price of
such shares, in the amount of $____________.
Name of Holder:
___________________________________
Signature:_________________________
Title:_____________________________
Address:___________________________
___________________________________
___________________________________
Dated:____________, ____.
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EXHIBIT B
TO
WARRANT
ASSIGNMENT FORM
To Be Executed by the Holder
Desiring to Transfer a Warrant of
Queen Sand Resources, Inc.
FOR VALUE RECEIVED, the undersigned holder hereby sells, assigns and
transfers unto _________ the right to purchase _______ shares of Common Stock
covered by the within Warrant, and does hereby irrevocably constitute and
appoint _________________ Attorney to transfer the said Warrant on the books of
the Company (as defined in such Warrant), with full power of substitution.
Name of Holder:
___________________________________
Signature:_________________________
Title:_____________________________
Address:___________________________
___________________________________
___________________________________
Dated:____________, ____.
In the presence of
____________________________
NOTICE:
The signature to the foregoing Assignment Form must correspond to the name as
written upon the face of the within Warrant in every detail, without alteration
or enlargement or any change whatsoever.
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Dates Referenced Herein and Documents Incorporated by Reference
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