Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 1 to S-1 77 354K
2: EX-1.1 Form of Underwriting Agreement 31± 144K
3: EX-1.2 Form of Underwriter's Warrant 20± 86K
4: EX-3.1 Restated Certificate of Incorporation 8 30K
5: EX-3.2 By-Laws of Securacom 14 57K
6: EX-4 Form of Rights Agreement 27 127K
7: EX-10.1 Stock Option Plan 9 40K
8: EX-10.2 Ronald C. Thomas Employment Agreement 6 30K
9: EX-10.3 Larry M. Weaver Employment Agreement 6 30K
10: EX-10.4 Wirt D. Walker Consulting Agreement 6 28K
11: EX-10.6 Form of Stock Purchase Agmt 11 55K
12: EX-23.1 Consent of Grant Thornton 1 6K
13: EX-23.2 Consent of Amper Politziner 1 6K
FORM OF
WARRANT TO PURCHASE
[__________] COMMON SHARES
WARRANT TO PURCHASE
COMMON SHARES OF SECURACOM, INCORPORATED
TRANSFER RESTRICTED -- SEE SECTION 5.02
This certifies that, for [$_______] and other good and valuable
consideration, HANIFEN, IMHOFF INC. and its registered, permitted assigns
(collectively, the "Warrantholder"), is entitled to purchase from SECURACOM,
INCORPORATED, a corporation incorporated under the laws of the state of Delaware
(the "Company"), subject to the terms and conditions hereof, at any time after
9:00 A.M., New York time, on [Issue Date], 1998 and before 5:00 P.M., New York
time, on [Issue Date], 2000 (or, if such day is not a Business Day, at or before
5:00 P.M., New York time, on the next following Business Day), the number of
fully paid and non-assessable Common Shares stated above at the Exercise Price.
The Exercise Price and the number of shares purchasable hereunder are subject to
adjustment from time to time as provided in Article III hereof.
ARTICLE I
Section 1.01: Definition of Terms. As used in this Warrant, the following
capitalized terms shall have the following respective meanings:
(a) 50% Holders: At any time as to which a Demand Registration is
requested, the holders of any Warrants and the holders of Warrant Shares who
have the right to acquire or hold, as the case may be, not less than 50% of the
combined total of Warrant Shares issuable and Warrant Shares outstanding at the
time such Demand Registration is requested.
(b) Business Day: A day other than a Saturday, Sunday or other day on which
banks in the State of New York are authorized by law to remain closed.
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(c) Common Stock: Common Stock, par value of $0.01 per share, of the
Company.
(d) Common Stock Equivalents: Securities that are convertible into or
exercisable for shares of Common Stock.
(e) See Section 6.02.
(f) Exchange Act: The Securities Exchange Act of 1934, as amended.
(g) Exercise Price: 120% of the public offering price per Warrant Share, as
such price may be adjusted from time to time pursuant to Article III hereof
(h) Expiration Date: 5:00 P.M., New York time, on [Issue Date], 2000 or if
such day is not a Business Day, the next succeeding day which is a Business Day.
(i) Holder: A Holder of Registrable Securities.
(j) NASD and NASDAQ: National Association of Securities Dealers, Inc., and
NASD Automatic Quotation System.
(k) Participatory Registration: See Section 6.01.
(l) Person: An individual, partnership, joint venture, corporation, trust,
unincorporated organization or government or any department or agency thereof.
(m) Prospectus: Any prospectus included in any Registration Statement,
as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by
such Registration Statement and all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus.
(n) Public Offering: A public offering of any of the Company's equity
securities pursuant to a Registration Statement under the Securities Act.
(o) Registrable Securities: Any Warrant Shares issued to HANIFEN,
IMHOFF INC. and/or its designees or transferees as permitted under Section 5.02
and/or other securities that may be or are issued by the Company upon exercise
of this Warrant, including those which may thereafter be issued by the Company
in respect of any such securities by means of any stock splits, stock dividends,
recapitalizations, reclassifications or the like, and as adjusted pursuant to
Article III hereof.
(p) Registration Expenses: Any and all expenses incurred in connection
with any registration or action incident to performance of or compliance by the
Company with Article VI, including, without limitation, (i) all SEC, national
securities exchange and NASD registration and filing fees; all listing fees and
all transfer agent fees; (ii) all fees and expenses of complying with state
securities or blue sky laws (including the fees and disbursements of counsel for
the underwriters in connection with blue sky qualifications of the Registrable
Securities); (iii) all printing, mailing, messenger and delivery expenses and
(iv) all fees and disbursements of counsel for the Company and of its
accountants, including the expenses of any special audits and/or "cold comfort"
letters required by or incident to such performance and compliance, but
excluding underwriting discounts and commissions, brokerage fees and transfer
taxes, if any, and fees of counsel or accountants retained by the holders of
Registrable Securities to advise them in their capacity as Holders of
Registrable Securities.
(q) Registration Statement: Any registration statement of the Company
filed or to be filed with the SEC which covers any of the Registrable Securities
pursuant to the provisions of this Agreement, including all amendments
(including post-effective amendments) and supplements thereto, all exhibits
thereto and all material incorporated therein by reference.
(r) SEC: The Securities and Exchange Commission or any other federal agency
at the time administering the Securities Act or the Exchange Act.
(s) Securities Act: The Securities Act of 1933 as amended.
(t) Transfer: See Section 5.02.
(u) Warrant: This Warrant, and all other similar warrants issued on the
date hereof, and all other warrants that may be issued in its place (together
evidencing the right to purchase an aggregate of [_____] shares of Common
Stock), originally issued as set forth in the definition of -------- Registrable
Securities.
(v) Warrantholders: The person(s) or entity(ies) to whom this Warrant is
originally issued, or any successor in interest thereto, or any assignee or
transferee thereof, in whose name this Warrant is registered upon the books to
be maintained by the Company for that purpose. --------------
(w) Warrant Shares: Common Stock, Common Stock Equivalents and other
securities purchased or purchasable upon exercise of the Warrants.
(x) $U.S.: United States dollars.
ARTICLE II
DURATION AND EXERCISE OF WARRANT
Section 2.01: Duration of Warrant. The Warrantholder may exercise this
Warrant at any time and from time to time after 9:00 A.M., New York time on
[Issue Date], 1998 and before 5:00 P.M., New York time, on the Expiration Date.
If this Warrant is not exercised on the Expiration Date, it shall become void,
and all rights hereunder shall thereupon cease.
Section 2.02: Exercise of Warrant.
(a) The Warrantholder may exercise this Warrant, in whole or in part, as
follows:
(i) by presentation and surrender of this warrant to the
Company at its corporate office at 50 Tice Boulevard, Woodcliff Lake, New Jersey
07675 or at the office of its stock transfer agent, if any, with the
Subscription Form annexed hereto duly executed and accompanied by payment of the
Exercise Price for each Warrant Share to be purchased by means of a cashiers or
certified check; or
(ii) By presentation and surrender of this Warrant to the
Company at its principal executive offices with a Cashless Exercise Form annexed
hereto duly executed (a "Cashless Exercise"). In the event of a Cashless
Exercise, the Warrantholder shall exchange its Warrant for that number of shares
of Common Stock determined by multiplying the number of Warrant Shares by a
fraction, the numerator of which shall be the amount by which the then current
market price per share of Common Stock exceeds the Exercise Price, and the
denominator of which shall be the then current market price per share of Common
Stock. For purposes of any computation under this Section 2.02(a)(ii), the then
current market price per share of Common Stock at any date shall be deemed to be
the last sale price of the Common Stock on the business day prior to the date of
the Cashless Exercise or, in case no such reported sales take place on such day,
the average of the last reported bid and asked prices of the Common Stock on
such day, in either case on the principal national securities exchange on which
the Common Stock is admitted to trading or listed, or if not listed or admitted
to trading on any such exchange, the representative closing bid price of the
Common Stock as reported by NASDAQ, or other similar organization if NASDAQ is
no longer reporting such information, or if not so available, the fair market
price of the Common Stock as determined by the Board of Directors in good faith.
(b) Upon receipt of this Warrant with the Subscription Form fully
executed and accompanied by payment of the aggregate Exercise Price for the
Warrant Shares for which this Warrant is then being exercised, or, in the case
of Section 2.02(a)(ii), with the Cashless Exercise Form duly executed, the
Company shall cause to be issued certificates for the total number of whole
shares of Common Stock for which this Warrant is being exercised (adjusted to
reflect the effect of the anti-dilution provisions contained in Article III
hereof, if any, and as provided in Section 2.04 hereof) in such denominations as
are requested for delivery to the Warrantholder, and the Company shall thereupon
deliver such certificates to the Warrantholder. The Warrantholder shall be
deemed to be the holder of record of the shares of Common Stock issuable upon
such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such shares of Common
Stock may not then be actually delivered to the Warrantholder. If at the time
this Warrant is exercised, a Registration Statement is not in effect to register
under the Securities Act the Warrant Shares issuable upon exercise of this
Warrant, the Company may require the Warrantholder to make such representations,
and may place such legends on certificates representing the Warrant Shares, as
may be reasonably required in the opinion of counsel to the Company to permit
the Warrant Shares to be issued without such registration.
(c) In case the Warrantholder shall exercise this Warrant with respect
to less than all of the Warrant Shares that may be purchased under this Warrant,
the Company shall execute a new warrant in the form of this Warrant for the
balance of such Warrant Shares and deliver such new warrant to the
Warrantholder.
(d) The Company shall pay any and all stock transfer and similar taxes
which may be payable in respect of the issue of this Warrant or in respect of
the issue of any Warrant Shares.
Section 2.03: Reservation of Shares; Representation as to Shares. The
Company hereby agrees that at all times there shall be reserved for issuance and
delivery upon exercise of this Warrant such number of shares of Common Stock or
other shares of capital stock of the Company from time to time issuable upon
exercise of this Warrant. All such shares shall be duly authorized, and when
issued upon such exercise, shall be validly issued, filly paid and
non-assessable, free and clear of all liens, security interests, charges and
other encumbrances or restrictions on sale and free and clear of all preemptive
rights, and not issued in violation of any rights of other Holders of the
Company securities, including without limitation, rights of first offer or
refusal held by shareholders of the Company.
Section 2.04: Fractional Shares. The Company shall not be required to
issue any fraction of a share of its capital stock in connection with the
exercise of this Warrant, and in any case where the Warrantholder would, except
for the provisions of this Section 2.04, be entitled under the terms of this
Warrant to receive a fraction of a share upon the exercise of this Warrant, the
Company shall, upon the exercise of this Warrant and receipt of the Exercise
Price, issue the greatest number of whole shares purchasable upon exercise of
this Warrant for which payment in full of the Exercise Price has been received.
The Company shall not be required to make any cash or other adjustment in
respect of such fraction of a share to which the Warrantholder would otherwise
be entitled.
Section 2.05: Listing. Prior to the issuance of any shares of Common
Stock upon exercise of this Warrant, the Company shall secure the listing of
such shares of Common Stock upon each national securities exchange or automated
quotation systems, if any, upon which shares of Common Stock are then listed
(subject to official notice of issuance upon exercise of this Warrant) and shall
maintain, so long as any other shares of Common Stock shall be so listed, such
listing of all shares of Common Stock from time to time issuable upon the
exercise of this Warrant; and the Company shall so list on each national
securities exchange or automated quotation system, and shall maintain such
listing of, any other shares of capital stock of the Company issuable upon the
exercise of this Warrant if and so long as any shares of the same class shall be
listed on such national securities exchange or automated quotation system.
ARTICLE III
ADJUSTMENT OF SHARES OF COMMON STOCK
PURCHASABLE AND OF EXERCISE PRICE
The Exercise Price and the number and kind of Warrant Shares shall be
subject to adjustment from time to time upon the happening of certain events as
provided in this Article III.
Section 3.01: Mechanical Adjustments
(a) If at any time prior to the exercise of this Warrant in full, the
Company shall (i) declare a dividend or make a distribution on the Common Stock
payable in shares of its Common Stock; (ii) subdivide, reclassify or
recapitalize the outstanding Common Stock into a greater number of shares of
Common Stock;(iii) combine, reclassify or recapitalize its outstanding-shares of
Common Stock into a smaller number of shares of Common Stock, or (iv) issue any
shares of its capital stock by reclassification of its Common Stock (including
any such reclassification in connection with a consolidation or a merger in
which the Company is the continuing corporation), the Exercise Price in effect
at the time of the record date of such dividend, distribution, subdivision,
combination, reclassification or recapitalization shall be adjusted so that the
Warrantholder shall be entitled to receive the aggregate number and kind of
shares which, if this Warrant had been exercised in full immediately prior to
such event, he would have owned upon such exercise and been entitled to receive
by virtue of such dividend, distribution, subdivision, combination,
reclassification or recapitalization. Any adjustment required by this paragraph
3.01(a) shall be made successively and become effective immediately after the
record date, in the case of a dividend or distribution, or the effective date,
in the case of a subdivision, combination, reclassification or recapitalization,
to allow the purchase of such aggregate number and kind of shares.
(b) If at any time prior to the exercise of this Warrant in full, the
Company shall (i) issue or sell any Common Stock or Common Stock Equivalents
without consideration or for consideration per share of Common Stock less than
the current market price per share of Common Stock on the date of such issuance
or sale as defined in Section 3.01(f) (other than pursuant to employee benefit
or compensation arrangements and other than pursuant to subscription rights,
options or warrants which had a subscription, exercise, purchase or conversion
price equal to or greater than the current market price per share on the
effective date of issuance or grant of such rights, options or warrants) or (ii)
fix a record date for the issuance of subscription rights, options or warrants
to all holders of Common Stock entitling them to subscribe for or purchase
shares of Common Stock (or Common Stock Equivalents) at a price (or having an
exercise or conversion price per share) less than the current market price of
the Common Stock (as determined pursuant to Section 3.01(e)) on the record date
described below, the Exercise Price shall be adjusted so that the Exercise Price
shall equal the price determined by multiplying the Exercise Price in effect
immediately prior to the date of such sale or issuance (which date in the event
of distribution to shareholders shall be deemed to be the record date set by the
Company to determine shareholders entitled to participate in such distribution)
by a fraction, the numerator of which shall be (i) the number of shares of
Common Stock outstanding on the date of such sale or issuance, plus (ii) the
number of additional shares of Common Stock which the aggregate consideration
received by the Company upon such issuance or sale (plus the aggregate of any
additional amount to be received by the Company upon the exercise of such
subscription rights, options or Warrants) would purchase at such current market
price per share of the Common Stock immediately prior to the date of such
issuance or sale; and the denominator of which shall be (i) the number of shares
of Common Stock outstanding on the date of such issuance or sale, plus (ii) the
number of additional shares of Common Stock offered for subscription or purchase
(or into which the Common Stock equivalents so offered are exercisable or
convertible). Any adjustments required by this paragraph 3.01(b) shall be made
immediately after such issuance or sale or record date, as the case may be
unless the offering period of such Common Stock or Common Stock Equivalents, or
the period in which such rights, options or warrants may be exercised or
converted, shall expire in 90 days or less, in which case such event shall be
given effect immediately after the expiration of such period based upon the
number of shares of Common Stock (or Common Stock Equivalents) actually
delivered; provided that should any Warrant be exercised during such period, the
number of shares of Common Stock issuable upon such exercise shall be
recalculated giving effect to any adjustment made at the end of such period in
respect of such event and an appropriate number of additional shares of Common
Stock shall be issued in respect of such exercise. Such adjustments shall be
made successively whenever such event shall occur. In the event that such period
shall be greater than 90 days, then to the extent that shares of Common Stock
(or Common Stock Equivalents) are not delivered after the expiration of such
subscription rights, options or warrants, the Exercise Price shall be readjusted
to the Exercise Price which would then be in effect had the adjustments made
upon the issuance of such rights, options or warrants been made upon the basis
of delivery of only the number of shares of Common Stock (or Common Stock
Equivalents) actually delivered.
(c) If at any time prior to the exercise of this Warrant in full, the
Company shall fix a record date for the issuance or making a distribution to all
holders of the Common Shock (including any such distribution to be made in
connection with a consolidation or merger in which the Company is to be the
continuing corporation) of evidences of its indebtedness, any other securities
of the Company or any cash, property or other assets or securities, including
without limitation shares of a subsidiary's capital stock (excluding a common
stock dividend, combination, reclassification, recapitalization or issuance
referred to in Section 3.01(a)), regular cash dividends or cash distributions in
the ordinary course of business or subscription rights, options or warrants for
Common Stock or Common Stock Equivalents (excluding those referred to in Section
3.01(b)) (any such nonexcluded event being herein called a "Special Dividend"),
the Exercise Price shall be decreased immediately after the record date for such
Special Dividend to a price determined by multiplying the Exercise Price then in
effect by a fraction, the numerator of which shall be the then current market
price of the Common Stock (as defined in Section 3.01(e)) on such record date
less the fair market value (as determined by the Company's Board of Directors)
of the evidences of indebtedness, securities or property, or other assets issued
or distributed in such Special Dividend applicable to one share of Common Stock
or of such subscription rights or warrants applicable to one share of Common
Stock, and the denominator of which shall be such then current market price per
share of Common Stock (as so determined). Any adjustment required by this
paragraph 3.01(c) shall be made successively effective on the record date for
the Special Dividend and in the event that such distribution is not so made, the
Exercise Price shall again be adjusted to be the Exercise Price that was in
effect immediately prior to such record date.
(d) If at any time prior to the exercise of this Warrant in full, the
Company shall make a distribution to all holders of the Common Stock of stock of
a subsidiary or securities convertible into or exercisable for such stock, then
in lieu of an adjustment in the Exercise Price or the number of Warrant Shares
purchasable upon the exercise of this warrant, each Warrantholder, upon the
exercise hereof at any time after such distribution, shall be entitled to
receive from the Company, such subsidiary or both, as the Company shall
determine, the stock or other securities to which such Warrantholder would have
been entitled if such Warrantholder had exercised this Warrant immediately prior
thereto, all subject to further adjustment as provided in this Article III, and
the Company shall reserve, for the life of the Warrant such securities of such
subsidiary or other corporation; provided, however, that no adjustment in
respect of dividends or interest of such stock or other securities shall be made
during the term of this Warrant or upon its exercise.
(e) Whenever the Exercise Price payable upon exercise of each Warrant
is adjusted pursuant to one or more of paragraphs (a), (b) and (c) of this
Section 3.01, the Warrant Shares shall simultaneously be adjusted by multiplying
the number of Warrant Shares initially issuable upon exercise of each Warrant by
the Exercise Price in effect on the date thereof and dividing the product so
obtained by the Exercise Price, as adjusted.
(f) For the purpose of any computation under this Section 3.01, the
current market price per share of Common Stock at any date shall be deemed to be
the average of the daily closing prices for 20 consecutive trading days
commencing 30 trading days before such date. The closing price for each day
shall be the last sale price regular way or, in case no such reported sales take
place on such day, the average of the last reported bid and asked prices regular
way, in either case on the principal national securities exchange on which the
Common Stock is admitted to trading or listed, or if not listed or admitted to
trading on such exchange, the representative closing bid price as reported by
NASDAQ, or other similar organization if NASDAQ is no longer reporting such
information, or if not so available, the fair market price as determined in good
faith by the Board of Directors of the Company.
(g) No adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least five cents ($.05)
in such price; provided, however, that any adjustments which by reason of this
paragraph (f) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
3.01 shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be. Notwithstanding anything in this Section 3.01 to the
contrary, the Exercise Price shall not be reduced to less than the then existing
par value, if any, of the Common Stock as a result of any adjustment made
hereunder.
(h) In the event that at any time, as a result of any adjustment made
pursuant to Section 3.01(a), the Warrantholder thereafter shall become entitled
to receive any shares of the Company other than Common Stock, thereafter the
number of such other shares so receivable upon exercise of any 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 Common Stock
contained in Section 3.01(a).
(i) In the case of an issue of additional Common Stock or Common Stock
Equivalents for cash, the consideration received by the Company therefor,
without deducting therefrom any discount or commission or other expenses paid by
the Company for any underwriting of, or otherwise in connection with, the
issuance thereof, shall be deemed to be the amount received by the Company
therefor. To the extent that such issuance shall be for a consideration other
than cash, then, except as herein otherwise expressly provided, the amounts of
such consideration shall be deemed to be the fair value of such consideration at
the time of such issuance as reasonably determined in good faith by the Board of
Directors of the Company (but without deduction of any compensation, discounts
or expenses paid or incurred by the Company for, and in the underwriting of, or
otherwise in connection with, the issuance thereof). The term issue shall
include the sale or other disposition of shares held by or on account of the
Company or m the treasury of the Company but until so sold or otherwise disposed
of such shares shall not be deemed outstanding.
Section 3.02: Notices of Adjustment. Whenever the number of Warrant
Shares or the Exercise Price is adjusted as herein provided, the Company shall
prepare and deliver forthwith to the Warrantholder a certificate signed by its
President, and by any Vice President, Treasurer or Secretary, setting forth the
adjusted number of shares purchasable upon the exercise of this Warrant and the
Exercise Price of such shares after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which adjustment was made. The certificate of any independent
firm of public accountants of recognized standing selected by the Board of
Directors of the Company shall be conclusive evidence of the arithmetic
correctness of any computation made under this Section 3.
Section 3.03: No Adjustment for Dividends. Except as provided in Section
3.01 of this Agreement, no adjustment in respect of any cash dividends shall be
made during the term of this Warrant or upon the exercise of this Warrant.
Section 3.04: Preservation of Purchase Rights in Certain Transactions.
In case of any consolidation or merger of the Company with or into another
corporation (other than a merger with a subsidiary in which the Company is the
continuing corporation and that does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock) or in case
of any sale, lease, transfer or conveyance to another corporation of the
property and assets of the Company as an entirety or substantially as an
entirety, the Company shall, as a condition to such transaction cause such
successor or purchasing corporation, as the case may be, to execute with the
Warrantholder an agreement granting the Warrantholder the right thereafter, upon
payment of the Exercise Price in effect immediately prior to such transaction,
to receive upon exercise of this Warrant the kind and amount of shares and other
securities and property which he would have owned or have been entitled to
receive as a result of such transaction had this Warrant been exercised
immediately prior to such action. Such agreement shall provide for adjustments
in respect of such shares of stock and other securities and property, which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article III and shall provide that such rights may be exercised at
any time prior to the Expiration Date. In the event that in connection with any
such transaction, additional shares of Common Stock shall be issued in exchange,
conversion, substitution or payment, in whole or in part, for, or of, a security
of the Company other than Common Stock, any such issue shall be treated as an
issue of Common Stock covered by the provisions of Article III. The provisions
of this Section 3.04 shall similarly apply to successive reclassifications,
capital reorganizations, consolidations, mergers, sales or conveyance.
Section 3.05: Form of Warrant After Adjustments. The form of this
Warrant need not be changed because of any adjustments in the Exercise Price or
the number or kind of the Warrant Shares, and Warrants theretofore or thereafter
issued may continue to express the same price and number and kind of shares as
are stated in the Warrant, as initially issued.
Section 3.06: Treatment of Warrantholder. Subject to Article V, prior
to due presentment for registration of transfer of this Warrant, the Company may
deem and treat the Warrantholder as the absolute owner of this Warrant
(notwithstanding any notation of ownership or other writing hereon) for all
purposes and shall not be affected by any notice to the contrary.
ARTICLE IV
OTHER PROVISIONS RELATING TO
RIGHTS OF WARRANTHOLDER
Section 4.01: No Rights as Shareholders; Notice to Warrantholders.
Nothing contained in this Warrant shall be construed as conferring upon the
Warrantholder or his or its transferees the right to vote or to receive
dividends or to consent or to receive notice as a shareholder in respect of any
meeting of shareholders for the election of directors of the Company or of any
other matter, or any rights whatsoever as shareholders of the Company. The
Company shall give notice to the Warrantholder by registered mall if at any time
prior to the expiration or exercise in full of the Warrants, any of the
following events shall occur:
(a) the Company shall authorize the payment of any dividend to
all holders of Common Stock;
(b) the Company shall authorize the issuance to all holders of Common
Stock of any additional shares of Common Stock or Common Stock equivalents or of
rights, options or warrants to subscribe for or purchase Common Stock or Common
Stock Equivalents or of any other subscription rights, options or warrant;
(c) a dissolution, liquidation or winding up of the Company; or
(d) a capital reorganization or reclassification of the Common Stock
(other than a subdivision or combination of the outstanding Common Stock) or any
consolidation or merger of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or change of Common
Stock outstanding) or in the case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety.
Such giving of notice shall be completed at least l5 Business Days
prior to the date fixed as a record date or effective date or the date of
closing of the Company's stock transfer books for the determination of the
shareholders entitled to such dividend, distribution, or subscription rights, or
for the determination of the shareholders entitled to vote on such proposed
merger, consolidation, sale, conveyance dissolution, liquidation or winding up.
Such notice shall specify such record date or the date of closing the stock
transfer books, as the case may be. Failure to provide such notice shall not
affect the validity of any action taken in connection with such dividend,
distribution or subscription rights, or proposed merger, consolidation, sale,
conveyance, dissolution, liquidation or winding up.
Section 4.02: Lost, Stolen, Mutilated, or Destroyed Warrants. If this
Warrant is lost, stolen, mutilated or destroyed, the Company may, upon receipt
by the Company of evidence of ownership reasonably satisfactory to it and on
such terms as to indemnity or otherwise as it may in its discretion impose
(which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as, and in
substitution for, this Warrant.
ARTICLE V
SPLIT-UP, COMBINATION, EXCHANGE
AND TRANSFER OF WARRANTS
Section 5.01: Split-Up, Combination, Exchange and Transfer of Warrants.
Subject to the provisions of Section 5.02 hereof, this Warrant may be split up,
combined or exchanged for another Warrant or Warrants containing the same terms
to purchase a like aggregate number of Warrant Shares. If the Warrantholder
desires to split up, combine or exchange this Warrant, he or it shall make such
request in writing delivered to the Company and shall surrender to the Company
this Warrant and any other Warrants to be so split-up, combined or exchanged.
Upon any such surrender for a split-up, combination or exchange, the Company
shall execute and deliver to the person entitled thereto a Warrant or Warrants,
as the case may be, as so requested. The Company shall not be required to effect
any split-up, combination or exchange which will result in the issuance of a
Warrant entitling the Warrantholder to purchase upon exercise a fraction of a
share of Common Stock or a fractional Warrant
Section 5.02: Restrictions on Transfer. Neither this Warrant nor the
Warrant Shares may be disposed of or encumbered (any such action, a "Transfer"),
except (i) to HANIFEN, IMHOFF INC. any successor to the business of such
company, or any officer or partner of such company, or (ii) to any underwriter
in connection with a registered Public Offering of the Warrant Shares, provided
(as to (ii)) that this Warrant is exercised upon such Transfer and the Warrant
Shares issued upon such exercise are sold by such underwriter as part of such
registered Public Offering and, as to both (i) and (ii), only in accordance with
and subject to the provisions of the Securities Act and the rules and
regulations promulgated hereunder. If at the time of a Transfer, a Registration
Statement is not in effect to register this Warrant or the Warrant Shares, the
Company may require the Warrantholder to make such representations, and may
place such legends on certificates representing this Warrant, as may be
reasonably required in the opinion of counsel to the Company to permit a
Transfer without such registration.
ARTICLE VI
REGISTRATION UNDER THE SECURITIES ACT OF 1933
Section 6.01: Piggyback Registration.
(a) Right to Include Registrable Securities. If at any time or from
time to time after [Issue Date], l998, and prior to the Expiration Date, the
Company proposes to register any Common Stock (or any other securities for which
this Warrant may then be exercised) under the Securities Act on any form for the
registration of securities under such Act, whether or not for its own account
(other than by a registration statement on forms S-8 (or any successor forms) or
other form which does not include substantially the same information as would be
required in a form for the general registration of securities or would not be
available for the Registrable Securities) (a "Participatory Registration"), it
shall give written notice to all Holders of its intention to do so and of such
Holders' rights under this Section 6.01. Such rights are referred to hereinafter
as "Participatory Registration Rights." Upon the written request of any such
Holder made within 20 days after receipt of any such notice (which request shall
specify the Registrable Securities intended to be disposed of by such Holder and
the intended manner of distribution of such securities), the Company shall use
its best efforts to include in the Registration Statement the Registrable
Securities which the Company has been so requested to register by the Holders
thereof (subject to paragraph (e) below) and the Company shall keep such
registration statement in effect and maintain compliance with each Federal and
state law or regulation for the period necessary for such Holder to effect the
proposed sale or other disposition (but in no event for a period greater than 90
days).
(b) Withdrawal of Participatory Registration by Company. If, at any
time after giving written notice of its intention to register any securities in
a Participatory Registration but prior to the effective date of the related
Registration Statement, the Company shall determine for any reason not to
register such securities, the Company shall give written notice of such
determination to each Holder and, thereupon, shall be relieved of its obligation
to register any Registrable Securities in connection with such Participatory
Registration. All best efforts obligations of the Company pursuant to Section
6.04 shall cease if the Company determines to terminate prior to such effective
date any registration where Registrable Securities are being registered pursuant
to this Section 6.01.
(c) Participatory Registration of Underwritten Public Offerings. If a
Participatory Registration involves an offering by or through underwriters,
then, (i) all Holders requesting to have their Registrable Securities included
in the Company's Registration Statement must sell their Registrable Securities
to the underwriters selected by the Company on the same terms and conditions as
apply to other selling shareholders and (ii) any Holder requesting to have his
or its Registrable Securities included in such registration Statement may elect
in writing, not later than three Business Days prior to the Company's request
for effectiveness of the Registration Statement filed in connection with such
registration, not to have his or its Registrable Securities so included in
connection with such registration.
(d) Payment of Registration Expenses for Participatory Registration. The
Company shall pay all Registration Expenses in connection with each registration
of Registrable Securities requested pursuant to a Participatory Registration
Right contained in this Section 6.01.
(e) Priority in Participatory Registration. If a Participatory
Registration involves an offering by or through underwriters, the Company,
except as otherwise provided herein, shall not be required to include
Registrable Securities therein if and to the extent the underwriter managing the
offering reasonably believes in good faith and advises each Holder requesting to
have Registrable Securities included in the Company's Registration Statement
that such inclusion would materially adversely affect such offering; provided
that any such reduction or elimination shall be pro rata to all shares of Common
Stock proposed to be included in the Company's Registration Statement in
proportion to the respective number of shares that have been requested to be
registered by the Company, any Holder or any other selling shareholder, as the
case may be.
Section 6.02: Demand Registration.
(a) Request for Registration. If, at any time subsequent to [Issue
Date], 1998 and prior to the Expiration Date, any 50% Holders make a written
request that the Company file a registration statement under the Securities Act,
the Company as soon as practicable shall use its best efforts to file a
registration statement with respect to all Warrant Shares that it has been so
requested to include and obtain the effectiveness thereof, and to take all other
action necessary under any Federal or state law or regulation to permit the
Warrant Shares that are then held and/or that may be acquired upon the exercise
of the Warrants specified in the notices of the Holder or Holders thereof to be
sold or otherwise disposed of, and the Company shall maintain such compliance
with each such Federal and state law and regulation for the period necessary for
such Holder or Holders to effect the proposed sale or other disposition (but in
no event for more than 90 days) (the "Demand Registration"); provided, however,
the Company shall be entitled to defer such Demand Registration for a period of
up to 90 days if and to the extent that its Board of Directors shall determine
in good faith that such registration would interfere with a pending corporate
transaction. The Company shall also promptly give written notice to the Holder
and the Holders of any other Warrants and/or the Holders of any Warrant Shares
who or that have not made a request to the Company pursuant to the provisions of
this subsection (a) of its intention to effect any required registration or
qualification, and shall use its best efforts to effect as expeditiously as
possible such registration or qualification of all other such Warrant Shares
that are then held or that may be acquired upon the exercise of the Warrants,
the Holder or Holders of which have made a written request for such registration
or qualification, within l5 days after such notice has been given by the
Company, as provided in the preceding sentence. The Company shall be required to
effect a registration or qualification pursuant to this subsection (a) on one
(1) occasion only. Each written request of the Holders shall specify the names
of the Holders making such request and the number of Warrant Shares to be sold
by each Holder.
(b) Payment of Registration Expenses for Demand Registration. The Company
shall pay all Registration Expenses in connection with the Demand Registration.
(c) Selection of Underwriters. If any Demand Registration is requested
to be in the form of an underwritten offering, the managing underwriter shall be
HANIFEN, IMHOFF INC., co-manager shall be [_____] and the independent pricer
required under the rules of the NASD (if any) shall be selected and obtained by
the Holders of a majority of the Warrant Shares to be registered. Such selection
shall be subject to the Company's consent, which consent shall not be
unreasonably withheld. All fees and expenses (other than Registration Expenses
otherwise required to be paid) of any managing underwriter, any co-manager or
any independent underwriter or other independent pricer required under the rules
of the NASD shall be paid for by such underwriters or by the Holder or Holders
whose shares are being registered. If Hanifen, Imhoff Inc., or [__________]
should decline to serve as managing underwriter, the Holders of a majority of
the Warrant Shares to be registered may select and obtain one or more managing
underwriters. Such selection shall be subject to the Company's consent, which
shall not be unreasonably withheld.
Section 6.03: Buy-outs of Registration Demand. Upon receipt of any
request pursuant to Section 6.01 or a demand pursuant to Section 6.02 that
Registrable Securities be included in a registration statement, and in lieu of
any obligation under such Sections to effect either a Participatory or a Demand
Registration with respect to such Registrable Securities, the Company may,
within five business days of receipt of such request, purchase all, but not less
than all, such Registrable Securities at an amount in cash equal to with respect
to Warrants not yet exercised the difference between (a) the then current market
value (as determined in Section 3.01(e)) of the Common Stock on the day of such
repurchase, and (b) the Exercise Price in effect on such day and with respect to
issued Warrant Shares, the then current market value (as determined in Section
3.01(e)) of the Common Stock on the day of such repurchase.
Section 6.04: Registration Procedures. If and whenever the Company is
required to use its best efforts to take action pursuant to any Federal or state
law or regulation to permit the sale or other disposition of any Warrant Shares
that are then held or that may be acquired upon exercise of the Warrants in
order to effect or cause the registration of any Registrable Securities under
the Securities Act as provided in this Article VI, the Company shall, as
expeditiously as practicable;
(a) furnish to each selling Holder of Registrable Securities and the
underwriters, if any, without charge, as many copies of the Registration
Statement, the Prospectus or the Prospectuses (including each preliminary
prospectus) and any amendment or supplement thereto as they may reasonably
request;
(b) enter into such agreements (including an underwriting agreement)
and take all such other actions reasonably required in connection therewith in
order to expedite or facilitate the disposition of such Registrable Securities
and in such connection, if the registration is in connection with an
underwritten offering (i) make such representations and warranties to the
underwriters in such form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings and confirm the same if and
when requested; (ii) obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions in form, scope and substance shall be
reasonably satisfactory to the underwriters and their counsel) addressed to the
underwriters covering the matters customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably requested by
such underwriters; (iii) obtain "cold comfort" letters and updates thereof from
the Company's accountants addressed to the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in "cold
comfort" letters to underwriters in connection with underwritten offerings; (iv)
set forth in any underwriting agreement entered into the indemnification
provisions and procedures of Section 6.05 hereof with respect to all parties to
be indemnified pursuant to said Section or such other alternative
indemnification language reasonably satisfactory to such persons; and (v)
deliver such documents and certificates as may be reasonably requested by the
underwriters and their counsel to evidence compliance with clause (i) above and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company; the above shall be done at each closing
under such underwriting or similar agreement or as and to the extent required
thereunder;
(c) make available for inspection by one or more representatives of the
Holders of Registrable Securities being sold, any underwriter participating in
any disposition pursuant to such registration, and any attorney or accountant
retained by such Holders or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such representatives; and
(d) otherwise use its best efforts to comply with all applicable
Federal and state regulations and take such other action as may be reasonably
necessary to or advisable to enable each such Holder and each such underwriter
to consummate the sale or disposition in such jurisdiction or jurisdictions in
which any such Holder or underwriter shall have requested that the Registrable
Securities be sold.
Except as otherwise provided in this Agreement, the Company shall have
sole control in connection with the preparation, filing, withdrawal, amendment
or supplementing of each Registration Statement, the selection of underwriters,
and the distribution of any preliminary prospectus included in the Registration
Statement, and may include within the coverage thereof additional shares of
Common Stock or other securities for its own account or for the account of one
or more of its other security holders; provided, however, with respect to the
Demand Registration that additional shares of Common Stock may be included only
if the managing underwriter determines in its judgment that the inclusion of
such additional shares will not adversely affect such offering.
Each seller of Registrable Securities as to which any registration is
being effected shall furnish to the Company such information regarding the
distribution of such securities and such other information as may otherwise be
required by the Securities Act to be included in such Registration Statement.
Section 6.05: Indemnification.
(a) Indemnification by Company. In connection with each Registration
Statement relating to disposition of Registrable Securities, the Company shall
indemnify and hold harmless each Holder and each Person, if any, who controls
such Holder (within the meaning of Section l 5 of the Securities Act or Section
20 of the Exchange Act) against any and all losses, claims, damages and
liabilities, joint or several (including any reasonable investigation, legal and
other expenses incurred in connection with, and any amount paid in settlement of
any action, suit or proceeding or any claim asserted), to which they, or any of
them, may become subject under the Securities Act, the Exchange Act or other
Federal or state law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities arises out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus or preliminary prospectus or any amendment
thereof or supplement thereto, or arise out of or are based upon any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein in light of the circumstances in
which they are made not misleading; provided, however, that such indemnity shall
not inure to the benefit of any Holder (or any Person controlling such Holder
within the meaning of Section l5 of the Securities Act or Section 20 of the
Exchange Act) on account of any losses, claims, damages or liabilities arising
from the sale of the Registrable Securities if such untrue statement or omission
or alleged untrue statement or omission was made in such Registration Statement,
Prospectus or preliminary prospectus, or such amendment or supplement, in
reliance upon and in conformity with information furnished in writing to the
Company by such Holder specifically for use therein. The Company shall also
indemnify underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in the distribution, their officers and
directors and each Person who controls such Persons (within the meaning of
Section l 5 of the Securities Act or Section 20 of the Exchange Act) to the same
extent as provided above with respect to the indemnification of the Holders of
Registrable Securities, if requested. This indemnity agreement shall be in
addition to any liability which the Company may otherwise have.
(b) Indemnification by Holder. In connection with each Registration
Statement, each selling Holder shall indemnify, to the same extent as the
indemnification provided by the Company in Section 6.05(a), the Company, its
directors, officers, employees, agents and counsel and each Person who controls
the Company (within the meaning of Section l 5 of the Securities Act and Section
20 of the Exchange Act) but only insofar as such losses, claims, damages and
liabilities arise out of or are based upon any untrue statement or omission or
alleged untrue statement or omission which was made in the Registration
Statement, the Prospectus or preliminary prospectus or any amendment thereof or
supplement thereto, in reliance upon and in conformity with information
furnished in writing by such Holder to the Company specifically for use therein.
In no event shall the liability of any selling Holder of Registrable Securities
hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.
(c) Conduct of Indemnification Procedure. Any party that proposes to
assert the right to he indemnified hereunder will, promptly after receipt of
notice of commencement of any action, suit or proceeding against such party in
respect of which a claim is to be made against an indemnifying party or parties
under this section, notify each such indemnifying party of the commencement of
such action, suit or proceeding, enclosing a copy of all papers served. No
indemnification provided for in Section 6.05(a) or 6.05(b) shall be available to
any party who shall fail to give notice as provided in this Section 6.05(c) if
the party to whom notice was not given was unaware of the proceeding to which
such notice would have related and was prejudiced by the failure to give such
notice, but the omission so to notify such indemnifying party of any such
action, suit or proceeding shall not relieve it from any liability that it may
have to any indemnified party for contribution or otherwise than under this
Section. In case any such action, suit or proceeding shall be brought against
any indemnified party, and the indemnified party notifies the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to
participate in, and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof
and the approval by the indemnified party of such counsel, the indemnifying
party shall not be liable to such indemnified party for any legal or other
expenses, except as provided below and except for the reasonable costs of
investigation subsequently incurred by such indemnified party in connection with
the defense thereof. The indemnified party shall have the right to employ
separate counsel in any such action, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the employment of
counsel by such indemnified party has been authorized in writing by the
indemnifying parties; (ii) the indemnified party shall have been reasonably
advised by counsel that there may be a conflict of interest between the
indemnifying parties and the indemnified party in the conduct of the defense of
such action (in which case the indemnifying parties shall not have the right to
direct the defense of such action on behalf of the indemnified party); or (iii)
the indemnifying parties shall not have employed counsel to assume the defense
of such action within a reasonable time after notice of the commencement
thereof, in each of which cases the fees and expenses of separate counsel for
the indemnified party shall be at the expense of the indemnifying parties. An
indemnifying party shall not be liable for any settlement of any action, suit,
proceeding or claim effected without its written consent, which consent shall
not be withheld unreasonably.
(d) Contribution. In connection with each Registration Statement
relating to the disposition of Registrable Securities, if the indemnification
provided for in subsection (a) or (b) hereof is unavailable to an indemnified
party thereunder in respect of any losses, claims, damages or liabilities
referred to therein, then the indemnifying party shall, in lieu of indemnifying
such indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities.
The amount to be contributed by the indemnifying party hereunder shall be an
amount which is in the same proportionate relationship to the total amount of
such losses, claims, damages or liabilities as the total net proceeds from the
offering (before deducting expenses) of the Registrable Securities sold by such
party bears to the total price to the public (including underwriters' discounts)
for the offering of the securities covered by such registration.
(e) Specific Performance. The Company and the Holder acknowledge that
remedies at law for the enforcement of this Section 6.05 may be inadequate and
intend that this Section 6.05 shall be specifically enforceable.
ARTICLE VII
OTHER MATTERS
Section 7.01: Amendments and Waivers. The provisions of this Warrant,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waiver or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority of the outstanding Registrable Securities. Holders shall
be bound by any consent authorized by this Section whether or not certificates
representing such Registrable Securities have been marked to indicate such
consent.
Section 7.02: Counterparts. This Warrant may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.
Section 7.03: Governing Law. This Warrant shall be governed by and
construed in accordance, with the laws of the State of New York.
Section 7.04: Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provisions in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.
Section 7.05: Attorneys' Fees. In any action or proceeding brought to
enforce any provisions of this Warrant, or where any provisions hereof or
thereof are validly asserted as a defense, the successful party shall be
entitled to recover reasonable attorneys' fees and disbursements in addition to
its costs and expenses and any other available remedy.
Section 7.06: Computations of Consent. Whenever the consent or approval
of Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or its affiliates (other
than the Warrantholder or subsequent Holders if they are deemed to be such
affiliates solely by reason of their holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.
Section 7.07: Notices. Any notices or certificates by the Company to
the Holder and by the Holder to the Company shall be deemed delivered if in
writing and delivered in person or by registered mail (return receipt requested)
to the Holder addressed to him in care of Hanifen, Imhoff Inc., 1125 17th
Street, Suite 1600, Denver, CO 80202, Attention: Kathy Evers with a copy to
Gibson, Dunn & Crutcher, LLP, 1801 California Street, Suite 4100, Denver, CO
80202 Attention: Thomas R. Denison or, if the Holder has designated, by notice
in writing to the Company, any other address, to such other address, and if to
the Company, addressed to it at
Securacom Incorporated
50 Tice Boulevard,
Woodcliff Lake, New Jersey 07675
The Company may change its address by written notice to the Holder and
the Holder may change its address by written notice to the Company.
Section 7.08: Investment Representation of the Holder. By accepting
delivery of this Warrant the Holder represents to the Company that it has
acquired this Warrant solely for its own account for investment (except as
contemplated in Section 5.02) and not with a view to distribution or sale in
violation of the Securities Act, but subject, nevertheless, to any requirement
of law that the disposition of the Holder's property be at all times within its
control. The Holder represents that it understands that this Warrant has been
issued in a transaction that is exempt from the registration requirements of the
Securities Act and that this Warrant must be held by the Holder and may not be
resold unless subsequently registered under the Securities Act or an exemption
from such registration is available.
Section 7.09: Currency. All amounts used in this Agreement are expressed in
U.S. Dollars unless otherwise specified.
IN WITNESS WHEREOF, this Warrant has been duly executed by the Company
under its corporate seal as of the [Issue Date], 1997.
SECURACOM, INCORPORATED
By: ................................................
Title: .............................................
Attest: ............................................
Secretary: .........................................
ASSIGNMENT
(To be executed only upon assignment of Warrant Certificate)
For value received, _______________ hereby sells, assigns and transfers
unto _________________ the within Warrant Certificate, together with all right,
title and interest therein, and does hereby irrevocably constitute and appoint
_____________ attorney to transfer said Warrant Certificate on the books of the
within- named Company with respect to the number of Warrants set forth below,
with full power of substitution in the premises:
Name(s) of Assignee(s) No. of Warrants
And if said number of Warrants shall not be all the Warrants
represented by the Warrant Certificate, a new Warrant Certificate is to be
issued in the name of said undersigned for the balance remaining of the Warrants
registered by said Warrant Certificate.
Dated: _________________, 199_.
Note: The above signature should correspond exactly with the name on
the face of this Warrant Certificate SUBSCRIPTION FORM (To be executed upon
exercise of Warrant)The undersigned hereby irrevocably elects to exercise the
right of purchaser represented by the within Warrant Certificate for, and to
purchase thereunder, _____________ shares of Common Stock, as provided for
therein, and tenders herewith payment of the purchase price in full in the form
of cash or a certified or official bank check for the amount of $_____________
Please issue a certificate or certificates for such Common Stock in the
name of, and pay any cash for any fractional share to:
Name: ...................................................
(Please print Name, Address and Social Security No.)
Signature: ..............................................
Note: The above signature should correspond exactly with the name on the
first page of this Warrant Certificate or with the name of the assignee
appearing in the assignment form below.
And if said number of shares shall not be all the shares purchasable under
the within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the shares purchasable
thereunder rounded up to the next higher number of shares.
CASHLESS EXERCISE FORM
(To be executed upon exercise of Warrant pursuant to Section 2.02(a)(ii))
The undersigned hereby irrevocably elects to Exchange its Warrant for
such shares of Common Stock pursuant to the Cashless Exercise provisions of the
within Warrant Certificate, as provided for in Section 2.02(a)(ii) of such
Warrant Certificate.
Please issue a certificate or certificates for such Common Stock in the
name of:
Name: ...................................................
..........(Please print Name, Address and Social Security No.)
Signature: ..............................................
Note: The above signature should correspond exactly with the name on the
first page of this Warrant Certificate or with the name of the assignee
appearing in the assignment form below.
And if said number of shares shall not be all the shares exchangeable or
purchasable under the within Warrant Certificate, a new Warrant Certificate is
to be issued in the name of the undersigned for the balance remaining of the
shares purchasable rounded up to the next higher number of shares.
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