General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 13 40K
2: EX-1 Underwriting Agreement 19 60K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 11 36K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 24 78K
EX-2 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
| EX-2 | 1st Page of 11 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF
SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE
HOLDER OF THIS WARRANT OR ANY SUCH SHARES MAY BE REQUIRED TO DELIVER TO
THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASON-
ABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT
THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALI-
FICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THIS WARRANT OR THESE SHARES THAT HAS NOT BEEN SO REGISTERED
(OR QUALIFIED).
AMERICAN SHARED HOSPITAL SERVICES
Common Stock Purchase Warrant
No. W-1~ *2~ shares
May 17, 1995
AMERICAN SHARED HOSPITAL SERVICES, a California corporation
(together with any corporation that shall succeed to or assume the
obligations of the Company hereunder in compliance with Section 4, the
"Company"), for value received, hereby certifies that 3~, or its regis-
tered assigns (the "Holder"), is entitled to purchase from the Company
an aggregate of 4~ shares of Common Stock (as defined below), at the
Exercise Price (as defined below) per share, subject to the terms,
conditions and adjustments set forth below, in whole or in part, at any
time or from time to time from and after the date hereof and on or prior
to the Expiration Date (defined below).
1. The following terms shall have the meanings ascribed to
them below:
"Business Day" shall mean any day other than a Saturday or
Sunday or a day on which banking institutions in the State of California
are authorized or obligated by law or executive order to close.
"Closing Price" with respect to any security on any day shall
mean (i) the closing sale price, regular way, on such day or, in case no
such sale takes place on such day, the average of the reported closing
bid and asked prices, regular way, in each case on the principal
national securities exchange or quotation system on which such security
is quoted or listed or admitted to trading or (ii) if not so quoted or
listed, the average of the closing bid and asked prices of such security
on the over-the-counter market on the day in question as reported by the
National Quotation Bureau Incorporated, or a similar generally accepted
reporting service, or (iii) if not so available, in such manner as
furnished by any New York Stock Exchange member firm selected from time
to time by the Board of Directors, or, to the extent permitted by
applicable law, a duly authorized committee thereof (the "Board of
Directors") for that purpose.
"Common Stock" shall mean the Common Stock, no par value, of
the Company and any stock into which such Common Stock shall have been
changed or any stock resulting from any reclassification of such Common
Stock.
"Current Market Price" on any day shall mean the average
Closing Price of the Common Stock during the 30 Trading Day period
ending on such day.
"Expiration Date" shall mean May 17, 2002.
"Person" means any individual, corporation, limited liability
company, partnership, joint venture, association, business trust, joint-
stock company, trust, unincorporated organization or government or
agency or political subdivision thereof.
"Record Date" with respect to any dividend or distribution,
shall mean the record date fixed for the determination of stockholders
entitled to receive such dividend or distribution.
"Trading Day" with respect to any Security shall mean (x) if
such security is listed or admitted for trading or quoted on a national
securities exchange or quotation system, a day on which such national
securities exchange is open for business or (y) if such security is not
otherwise listed, admitted for trading or quoted, any Business Day.
2. Exercise of Warrant.
___________________
2.1 Manner of Exercise. This Warrant may be exercised by the
Holder hereof, in whole or in part, during normal business hours on any
Business Day, by surrender of this Warrant to the Company at its office
maintained pursuant to Section 9, accompanied by a subscription in
substantially the form attached to this Warrant (or a reasonable fac-
simile thereof), duly executed by such Holder and, in the case of clause
(a) below, accompanied by payment of the aggregate Exercise Price of the
number of shares of Common Stock designated in such subscription.
Payment of such Exercise Price may be made, at the option of the Holder
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(a) in cash, by certified or official bank check payable to the order of
the Company, or (b) by the Company withholding that number of shares of
Common Stock with an aggregate Closing Price as of the date of exercise
equal to such aggregate Exercise Price.
2.2 When Exercise Effective. Each exercise of this Warrant
shall be deemed to have been effected immediately prior to the close of
business on the Business Day on which this Warrant and the accompanying
subscription shall have been duly surrendered to the Company as provided
in Section 2.1, and at such time the Holder shall be deemed to have
become the holder of record of a number of shares of Common Stock equal
to the number of shares designated in such subscription less, in the
case of clause 2.1(b), the number of shares of Common Stock withheld by
the Company as payment therefor.
2.3 Delivery of Stock Certificates, etc. As soon as prac-
ticable after each exercise of this Warrant, in whole or in part, in
accordance with the terms of Section 2.1, the Company shall cause to be
issued in the name of the Holder (or its designee), and delivered to the
Holder (or at its direction),
(a) a certificate or certificates for the number of duly
authorized, validly issued, fully paid and nonassessable shares of
Common Stock to which such Holder shall be entitled upon such exercise
plus, in lieu of any fractional share to which such Holder would other-
wise be entitled, cash in an amount equal to the same fraction of the
Closing Price per share on the date of such exercise, and
(b) in case such exercise is in part only, a new Warrant
of like tenor, calling in the aggregate on the face or faces thereof for
the number of shares of Common Stock equal to the number of such shares
called for on the face of this Warrant (after giving effect to any
adjustment thereof after the date hereof) minus the number of such
shares designated by the Holder upon such exercise as provided in
Section 2.1.
3. Adjustments.
___________
3.1 General. The number of shares of Common Stock that the
Holder shall be entitled to receive upon each exercise hereof shall be
determined by multiplying the number of shares of Common Stock that
would otherwise (but for the provisions of this Section 3) be issuable
upon such exercise, by a fraction (i) the numerator of which is $0.75
and (ii) the denominator of which is the Exercise Price on the date of
such exercise.
The "Exercise Price" shall initially be $0.75 per share;
provided, that the Exercise Price shall be adjusted and readjusted from
time to time as provided in this Section 3; provided, however, that no
such adjustment shall be made to the Exercise Price in connection with
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the issuance of (i) up to 1,495,000 shares of Common Stock to the
chairman and chief executive officer of the Company on or prior to May
17, 1996, (ii) warrants to purchase shares of Common Stock to General
Electric Company, a New York corporation acting through GE Medical
Systems ("GE") on or prior to May 17, 1996, and (iii) options granted to
members of management (other than the chairman and chief executive
officer) pursuant to an incentive stock option plan approved by a
majority of the Company's shareholders to purchase up to five percent
(5%) of the fully-diluted shares of Common Stock outstanding on the date
of adoption of the plan.
3.2 Stock Dividends. If, after the date hereof, the Company
shall declare or pay any dividend on the Common Stock payable in Common
Stock, then, and in each such case, the Exercise Price shall be reduced,
as of the close of business on the Record Date, by multiplying such
Exercise Price by a fraction (a) the numerator of which shall be the
number of shares of Common Stock outstanding at the close of business on
such Record Date and (b) the denominator of which shall be the sum of
such number of shares and the total number of shares constituting such
dividend or other distribution.
3.3 Rights. If, after the date hereof, the Company shall
pay or make a dividend or other distribution on its Common Stock
consisting exclusively of, or shall otherwise issue to all holders of
its Common Stock, rights or warrants entitling the holders thereof to
subscribe for or purchase shares of Common Stock at a price per share
less than the Current Market Price on the Record Date, the Exercise
Price shall be reduced, as of the close of business on the Record Date,
by multiplying such Exercise Price by a fraction (a) the numerator of
which shall be the number of shares of Common Stock outstanding at the
close of business on such Record Date plus the number of shares of
Common Stock that the aggregate of the offering price of the total
number of shares of Common Stock so offered for subscription or purchase
would purchase at such Closing Price and (b) the denominator of which
shall be the number of shares of Common Stock outstanding at the close
of business on such record date plus the number of shares of Common
Stock so offered for subscription or purchase. For purposes of this
Section 3.3, the issuance of rights or warrants to subscribe for or
purchase stock or securities convertible into shares of Common Stock
shall be deemed to be the issuance of rights or warrants to purchase the
shares of Common Stock into which such stock or securities are convert-
ible at an aggregate offering price equal to the aggregate offering
price of such stock or securities plus the minimum aggregate amount (if
any) payable upon conversion of such stock or securities into Common
Stock.
3.4 Stock Splits, etc. If, after the date hereof, the
outstanding shares of Common Stock shall be subdivided into a greater
number of shares of Common Stock or combined into a smaller number of
shares of Common Stock by stock split, combination, reclassification or
otherwise, the Exercise Price in effect at the close of business on the
day upon which such subdivision or combination becomes effective shall
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be proportionately reduced or increased, such reduction or increase, as
the case may be, to become effective immediately prior to the opening of
business on the day following the day upon which such subdivision or
combination becomes effective.
3.5 Other Distributions. If, after the date hereof, the
Company shall, by dividend or otherwise, distribute to all holders of
record of its Common Stock evidences of indebtedness, shares of capital
stock, cash or assets (including securities, but excluding any dividend
or distribution for which an adjustment is made pursuant to Section 3.2
or 3.3 above), the Exercise Price shall be reduced, as of the close of
business on the Record Date, by multiplying such Exercise Price by a
fraction (a) the numerator of which shall be the Closing Price per share
of Common Stock on the Record Date less the fair market value on such
Record Date, of such evidences of indebtedness, shares of capital stock,
cash and assets that are distributed to a holder of one share of Common
Stock and (b) the denominator of which shall be such Closing Price per
share of the Common Stock. For purposes of this Section 3.5, any
dividend or distribution that includes shares of Common Stock or rights
or warrants to subscribe for or purchase shares of Common Stock shall be
deemed instead to be (1) a dividend or distribution of the evidences of
indebtedness, cash, assets or shares of capital stock other than such
shares of Common Stock, rights or warrants (so that any Exercise Price
reduction required by this Section 3.5 is made) immediately followed by
(2) a dividend or distribution of such shares of Common Stock, rights or
warrants (so that there is made any further Exercise Price reduction
required by Section 3.2 or 3.3 hereof).
In lieu of any adjustment to the Exercise Price provided for
in this Section 3.5, the Holder may elect, in its sole discretion, to
receive such dividend or distribution as would be received by a holder
of the number of shares of Common Stock issuable upon the exercise of
this Warrant. Such dividend or distribution shall be declared, ordered,
made or paid at the time such dividend or distribution is declared,
ordered, made or paid on the Common Stock, without any requirement of
any exercise hereof.
3.6 Sales Below Market Price. If, after the date hereof, the
Company shall issue or sell its shares of Common Stock for consideration
per share that is less than the Current Market Price on the Trading Day
next preceding the date of such issuance (unless (i) the provisions of
3.2, 3.3, 3.4 or 3.5 shall be applicable, (ii) such issuance or sale is
in connection with a bona fide underwritten public offering, or (iii)
such issuance or sale is in consideration for assets or ownership
interests acquired by the Company in an arm's length transaction with a
bona fide third party) the Exercise Price shall be adjusted to equal the
product of the Exercise Price in effect immediately prior to such
action, multiplied by a fraction (a) the numerator of which is the
Adjusted Fair Market Value per share and (b) the denominator of which is
such Current Market Price.
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"Adjusted Fair Market Value" shall mean (i) the sum of (x) the
product of (A) the number of shares of Common Stock outstanding immedi-
ately prior to such issue or sale times (B) the Current Market Price,
plus (y) the consideration, if any, received by the Company upon such
issue or sale, divided by (ii) the number of shares of Common Stock
outstanding immediately after such issue or sale.
3.7 Minimum Adjustment of Warrant Price. If the amount of
any adjustment of the Exercise Price required pursuant to this Section 3
would be less than one percent (1%) of the Exercise Price in effect at
the time such adjustment is otherwise so required to be made, such
amount shall be carried forward and adjustment with respect thereto made
at the time of and together with any subsequent adjustment which, to-
gether with such amount and any other amount or amounts so carried for-
ward, shall aggregate at least one percent (1%) of such Exercise Price,
provided, that all such adjustments required pursuant to Section 3 and
carried forward under this Section 3.7 shall be made upon (and in
connection with) any exercise of the Warrant.
3.8 Form of Warrants. Irrespective of any adjustments in the
Exercise Price or the number of shares of Common Stock purchasable upon
the exercise of this Warrant, this Warrant (and any Warrant hereafter
issued) may continue to express the same price and number and kind of
shares as are stated in the Warrant initially issued.
4. Consolidation, Merger, etc. If, after the date hereof,
the Company shall
(a) consolidate with or merge into any other Person and
shall not be the continuing or surviving corporation of such consoli-
dation or merger, or
(b) permit any other Person to consolidate with or merge
into the Company and the Company shall be the continuing or surviving
Person but, in connection with such consolidation or merger, the Common
Stock shall be changed into or exchanged for stock or other securities
of any other Person or cash or any other property, or
(c) effect a capital reorganization or reclassification
of the Common Stock,
then (i) lawful and adequate provision shall be made so that, upon the
basis and the terms and in the manner provided in this Warrant, the
Holder of this Warrant, upon the exercise hereof after the consummation
of such transaction, shall be entitled to receive, in lieu of the Common
Stock issuable upon such exercise, the kind and amount of securities,
cash or other property to which such Holder would have been entitled
upon such consummation if such Holder had exercised the rights repre-
sented by this Warrant in full immediately prior thereto and
(ii) appropriate provision shall be made with respect to rights and
interests of the Holder to the end that the provisions hereof (including
without limitation provisions for adjustment of the Exercise Price)
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shall thereafter be applicable, as nearly as may be, in relation to any
shares of stock, securities or assets thereafter deliverable upon the
exercise of any conversion rights hereunder.
5. Certain Covenants. The Company shall (a) not permit the
par value of any shares of stock receivable upon the
exercise of this Warrant to exceed the amount payable
therefor upon such exercise, and (b) take all such action
as may be necessary or appropriate to validly and legally
issue fully paid and nonassessable shares of stock on the
exercise of this Warrant.
6. Accountants' Report as to Adjustments. Upon the
occurrence of any event requiring adjustment or readjust-
ment in the Exercise Price or the shares of Common Stock
issuable upon the exercise of this Warrant, the Company
will promptly compute such adjustment or readjustment in
accordance with the terms of this Warrant and cause
independent certified public accountants of recognized
national standing (which may be the regular auditors of
the Company) to verify such computation and prepare a
report setting forth such adjustment or readjustment and
showing in reasonable detail the method of calculation
thereof and the facts upon which such adjustment or
readjustment is based. The Company will promptly mail a
copy of each such report to the Holder.
7. Payment of Taxes. The Company shall pay any and all
issue or other taxes that may be payable in respect of
any issue or delivery of shares of Common Stock upon
exercise of the Warrants. The Company shall not, howev-
er, be required to pay any tax payable in respect of any
transfer involved in the issue or delivery of Warrants or
shares of Common Stock issued upon exercise of the
Warrants (or other securities or assets) in a name other
than that in which the Warrants so exercised were
registered.
8. Reservation of Stock, etc. The Company shall at all
times reserve and keep available, solely for issuance and
delivery upon exercise of this Warrant, the number of
shares of Common Stock from time to time issuable upon
exercise of this Warrant. All shares of Common Stock
issuable upon exercise of this Warrant shall be duly
authorized and, when issued upon such exercise in accor-
dance with the terms hereof, shall be validly issued,
fully paid and nonassessable, with no liability on the
part of the holders thereof.
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9. Ownership and Transfer.
(a) The Company shall treat the person in whose name
this Warrant is registered on the register (the "Warrant Register") kept
at the office of the Company maintained pursuant to this Section 9 as
the owner and holder hereof for all purposes.
(b) This Warrant shall be transferable only on the
Warrant Register, upon delivery hereof, accompanied by a written
instrument or instruments of transfer, duly executed by the registered
Holder hereof or by the duly appointed legal representative hereof or by
a duly authorized attorney. Upon the surrender of this Warrant, proper-
ly endorsed, for registration of transfer or for exchange at the office
of the Company maintained pursuant to Section 9, the Company shall
execute and deliver to or upon the order of the Holder hereof a new
Warrant or Warrants of like tenor, in the name of such Holder or as such
Holder may direct, calling in the aggregate on the face or faces thereof
for the number of shares of Common Stock called for on the face hereof.
(c) The Company will maintain an office in the State of
California, which office shall initially be at Four Embarcadero Center,
Suite 3620, San Francisco, California 94111-4115, until such time as the
Company shall notify the Holder of any change of location of such of-
fice.
(d) If any warrant certificate shall be mutilated, lost,
stolen or destroyed, the Company shall issue and deliver in exchange and
substitution for and upon cancellation of the mutilated certificate, or
in lieu of and substitution for the certificate lost, stolen or de-
stroyed, and upon receipt of evidence to their reasonable satisfaction
of the destruction, loss or theft of any certificate and such security
or indemnity as may reasonably be required by them to save each of them
and any of their agents harmless, to issue a new certificate of like
tenor and representing an equivalent right or interest.
10. No Rights or Liabilities as Stockholder. Nothing con-
tained in this Warrant shall be construed as conferring
upon the Holder any rights as a stockholder of the
Company or as imposing any obligation on such Holder to
purchase any securities or as imposing any liabilities on
such Holder as a stockholder of the Company, whether such
obligation or liabilities are asserted by the Company or
by creditors of the Company.
11. Notices. All notices, demands, requests, consents,
approvals or other communications required or permitted
to be given hereunder or which are given with respect to
this Warrant shall be in writing and shall be personally
served or delivered by a reputable air courier service
with charges prepaid, or transmitted by hand delivery,
telegram, telex or facsimile, addressed (a) if to the
Holder, at the registered address of such Holder as set
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forth in the register kept at the principal office of the
Company, or (b) if to the Company, to the attention of
its Chief Executive Officer at its office maintained
pursuant to Section 9, provided that the exercise of any
Warrant shall be effective only in the manner provided in
Section 2. Notice shall be deemed given on the date of
service or confirmation of receipt of transmission if
personally served or transmitted by telegram, telex or
facsimile. Notice otherwise sent as provided herein
shall be deemed given on the next Business Day following
delivery of such notice to a reputable air courier
service.
12. Miscellaneous. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termina-
tion is sought. THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA AS APPLIED TO CONTRACTS MADE AND PERFORMED
WITHIN THE STATE OF CALIFORNIA WITHOUT REGARD TO PRINCI-
PLES OF CONFLICT OF LAWS. Titles and headings of
sections of this Warrant are for convenience only and
shall not affect the construction of any provision of
this Warrant.
AMERICAN SHARED HOSPITAL SERVICES
By:
Name:
Title:
Attest
By:
Name:
Title:
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FORM OF SUBSCRIPTION
____________________
/To be executed only upon exercise of Warrant/
To: AMERICAN SHARED HOSPITAL SERVICES
The undersigned registered holder of the within
Warrant hereby irrevocably exercises such Warrant for, and
purchases thereunder, ______* shares of Common Stock of
AMERICAN SHARED HOSPITAL SERVICES and requests that the cer-
tificates for such shares be issued in the name of, and
delivered to the undersigned, whose address is set forth
below. In payment therefor (check one):
/ / The Company may withhold therefrom, and the undersigned
holder hereby surrenders its right to, that number of
shares of Common Stock with an aggregate Closing Price
as of the date of exercise equal to the aggregate
Exercise Price for the shares designated for purchase
in the preceding sentence.
/ / The undersigned holder has included a certified or
official bank check payable to the order of the Company
in an amount equal to the aggregate Exercise Price for
the shares designated for purchase in the preceding
sentence.
Dated:
__________________________________________
(Signature must conform in all respects to
name of holder as specified on the face of
Warrant)
__________________________________________
(Street Address)
__________________________________________
(City) (State) (Zip Code)
____________________
* Insert here the number of shares called for on the face
of this Warrant (or, in the case of a partial exercise,
the portion thereof as to which the Warrant is being
exercised), in either case after making any adjustment
for additional shares of Common Stock which, pursuant
to the adjustment provisions of this Warrant, may be
delivered upon exercise. In the case of a partial
exercise, a new Warrant or Warrants will be issued and
delivered, representing the unexercised portion of the
Warrant, to the holder surrendering the Warrant.
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FORM OF ASSIGNMENT
__________________
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 Company, with full power of substitution in the
premises.
Dated: ___________________
____________________________________________
Note: The above signature must correspond
with the name as written upon the face
of this Warrant in every particular,
without alternation or enlargement or
any change whatever.
Signature Guaranteed:
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘SC 13D’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 5/17/02 | | 2 | | | | | None on these Dates |
| | 5/17/96 | | 4 |
| Filed on: | | 5/23/95 |
| | 5/17/95 | | 1 |
| List all Filings |
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