Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2/A Pre-Effective Amendment to Registration of 92 446K
Securities by a Small-Business Issuer
2: EX-1.1 Underwriting Agreement 37 177K
3: EX-1.2 Underwriting Agreement 33 85K
4: EX-4.1 Instrument Defining the Rights of Security Holders 2 21K
5: EX-4.2 Instrument Defining the Rights of Security Holders 34 89K
6: EX-4.3 Instrument Defining the Rights of Security Holders 5± 24K
7: EX-5 Opinion re: Legality 2 12K
8: EX-10.1 Material Contract 4 22K
15: EX-10.10 Material Contract 16 60K
16: EX-10.11 Material Contract 12 40K
17: EX-10.12 Material Contract 7 34K
18: EX-10.15 Material Contract 9 43K
19: EX-10.17 Material Contract 3 17K
20: EX-10.18 Material Contract 6 31K
21: EX-10.19 Material Contract 11 56K
9: EX-10.2 Material Contract 6 36K
10: EX-10.4 Material Contract 4 19K
11: EX-10.5 Material Contract 2 16K
12: EX-10.6 Material Contract 3 15K
13: EX-10.7 Material Contract 26 106K
14: EX-10.9 Material Contract 4± 19K
22: EX-23.1 Consent of Experts or Counsel 1 8K
23: EX-27 Financial Data Schedule (Pre-XBRL) 2 12K
24: EX-27.1 Financial Data Schedule (Pre-XBRL) 2 13K
EX-4.3 — Instrument Defining the Rights of Security Holders
Exhibit Table of Contents
VOID AFTER , 2005
WARRANTS
REDEEMABLE WARRANT CERTIFICATE TO
PURCHASE SHARES OF COMMON STOCK
No. W
LIQUOR.COM, INC.
THIS CERTIFIES THAT, FOR VALUE RECEIVED CUSIP 536343 11 4
or registered assigns (the "Registered Holder") is the owner of the number of
Redeemable Warrants (the "Warrants") specified above. Each Warrant initially
entitles the Registered Holder to purchase, subject to the terms and
conditions set forth in this Certificate and the Warrant Agreement (as
hereinafter defined), one fully paid and nonassessable share of Common Stock
of Liquor.com, Inc., a Delaware corporation (the "Company"), at any time
between , 2001 (the "Initial Warrant Exercise Date") and the Expiration
Date (as hereinafter defined) upon the presentation and surrender of this
Warrant Certificate with the Subscription Form on the reverse hereof duly
executed, at the corporate office of Continental Stock Transfer & Trust
Company, as Warrant Agent, or its successor (the "Warrant Agent") accompanied
by payment of $13.80 subject to adjustment (the "Purchase Price"), in lawful
money of the United States of America in cash or by check made payable to the
Warrant Agent for the account of the Company.
This Warrant Certificate and each Warrant represented hereby are
issued pursuant to and are subject in all respects to the terms and
conditions set forth in the Warrant Agreement (the "Warrant Agreement"),
dated , 2000, between the Company and the Warrant Agent.
In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price and the number of shares of Common Stock
subject to purchase upon the exercise of each Warrant represented hereby are
subject to modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional interests will be issued. In the case of
the exercise of less than all the Warrants represented hereby, the Company
shall cancel this Warrant Certificate upon the surrender hereof and shall
execute and deliver a new Warrant Certificate or Warrant Certificates of like
tenor, which the Warrant Agent shall countersign, for the balance of such
Warrants.
The term "Expiration Date" shall mean 5:30 p.m. (New York time) on
the date which is forty-eight (48) months after the Initial Warrant Exercise
Date. If each such date shall in the State of New York be a holiday or a day
on which the banks are authorized to close, then the term "Expiration Date"
shall mean 5:30 p.m. (New York time) on the next following day which in the
State of New York is not a holiday or a day on which banks are authorized to
close.
The Company shall not be obligated to deliver any securities
pursuant to the exercise of this Warrant unless a registration statement
under the Securities Act of 1933, as amended (the "Act"), with respect to
such securities is effective or an exemption thereunder is available. The
Company has covenanted and agreed that it will file a registration statement
under the Federal securities laws, use its best efforts to cause the same to
become effective, use its best efforts to keep such registration statement
current, if required under the Act, while any of the Warrants are
outstanding, and deliver a prospectus which complies with Section 10(a)(3)
of the Act to the Registered Holder exercising this Warrant. This Warrant
shall not be exercisable by a Registered Holder in any state where such
exercise would be unlawful.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed, manually or in facsimile by two of its officers
thereunto duly authorized and a facsimile of its corporate seal to be
imprinted hereon.
Dated LIQUOR.COM, INC.
By [CORPORATE SEAL
LIQUOR.COM, INC.]
/s/ Scott B. Clark /s/ Barry L. Grieff
SECRETARY Chief Executive Officer
COUNTERSIGNED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(JERSEY CITY, NJ) AS WARRANT AGENT
BY
AUTHORIZED OFFICER
[Enlarge/Download Table]
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AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: LISA MARTIN: 215-764-8625
55TH STREET AND SANSOM STREET PROOF OF JUNE 19, 2000
PHILADELPHIA, PA 19139 LIQUOR.COM, INC.
(215) 764-8600 H 66668 FACE 2
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SALES: R. JOHNS: 212-269-0339 X-13 OPERATOR: eg/JW/eg
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/NET/BANKNOTE/HOME 14/LIQUOR/H66668 REV. 2
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This Warrant Certificate is exchangeable, upon the surrender hereof
by the Registered Holder at the corporate office of the Warrant Agent, for a
new Warrant Certificate or Warrant Certificates of like tenor representing an
equal aggregate number of warrants, each of such new Warrant Certificates to
represent such number of Warrants as shall be designed by such Registered
Holder at the time of such surrender. Upon due presentment and payment of any
tax or other charge imposed in connection therewith or incident thereto, the
registration of transfer of this Warrant Certificate at such office, a new
Warrant Certificate or Warrant Certificates representing an equal aggregate
number of Warrants will be issued to the transferee in exchange therefor,
subject to the limitations provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the
Registered Holder shall not be entitled to any right of a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends or other distributions and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided in the Warrant
Agreement.
Subject to the provisions of the Warrant Agreement, this Warrant may
be redeemed at the option of the Company, at a redemption price of $0.10 per
Warrant, at any time commencing after , 2001, provided that the closing
bid price for the Common Stock shall have equaled or exceeded $ per share
for any twenty (20) trading days within a period of thirty (30) consecutive
trading days ending on the fifth trading day prior to the Notice of
Redemption, as defined below (subject to adjustment in the event of any stock
splits or other similar events). Notice of redemption (the "Notice of
Redemption") shall be given not later than the thirtieth day before the date
fixed for redemption, all as provided in the Warrant registration of transfer
of this Warrant Certificate Agreement. On and after the date fixed for
redemption, the Registered Holder shall have no rights with respect to the
Warrants except to receive the $.10 per Warrant surrender of this Warrant
Certificate.
Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be effected by any notice to the contrary, except as provided in
the Warrant Agreement.
This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to
conflicts of laws.
This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR
DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
SUBSCRIPTION FORM
To Be Executed by the Registered Holder in Order to Exercise Warrant
The undersigned Registered Holder hereby irrevocably elects to
exercise ________________ Warrants represented by this Warrant Certificate
and to purchase the securities issuable upon the exercise of such Warrants
and requests that certificates for such securities shall be issued in the
name of:
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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
and be delivered to ----------------------
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and if such number of Warrants shall not be all the Warrants evidenced by the
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in this name of and delivered to, the Registered
Holder at the address stated below
Dated
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(Address)
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ASSIGNMENT
To Be Executed by the Registered Holder in Order to Assign Warrants
FOR VALUE RECEIVED_____________________hereby sells, assigns and transfers unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER ____________________
of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitutes and appoints
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to transfer this Warrant Certificate on the books of the Company, with full
power of substitution in the premises
Dated
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Signature Guaranteed:
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THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO
THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND
MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE
OR MIDWEST STOCK EXCHANGE.
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SB-2/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 6/26/00 | | | | | | | None on these Dates |
| | 6/19/00 | | 1 |
| List all Filings |
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