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Periscope Sportswear Inc – IPO: ‘S-1/A’ on 8/10/98 – EX-4.1

As of:  Monday, 8/10/98   ·   Accession #:  940180-98-853   ·   File #:  333-56401

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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       Form S-1/A - Amendment No. 3                          81    501K 
 2: EX-1.1      Form of Underwriting Agreement                        61    237K 
 3: EX-4.1      Specimen Stock Certificate                             2     11K 
 4: EX-5.1      Opinion of Morse, Zelnick, Rose & Lander, LLP          2±    10K 
 5: EX-10.2     Employment Agreement - Glenn Sands                     7     24K 
 6: EX-10.3     Employment Agreement - Scott Pianin                    8     26K 
 7: EX-10.4     Employment Agreement - Raymond Kuslansky               5     17K 
 8: EX-10.5     Lease Between Company and Gettinger Associates        21     87K 
 9: EX-10.6     Lease Between Company and Hartz Mountain              26     83K 
10: EX-10.7     Term Loan Agreement                                   36    143K 
11: EX-10.8     Securities Purchase Agreement                         30    156K 
12: EX-10.9     Agreement - Company and Bancboston                     2     12K 
13: EX-21.1     Subsidiaries of the Registrant                         1      5K 
14: EX-23.1     Consent of Arthur Andersen LLP                         1      6K 
15: EX-23.2     Consent of Friedman Alpren & Green LLP                 1      7K 

EX-4.1   —   Specimen Stock Certificate

EX-4.1
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                                                                     EXHIBIT 4.1

CERTIFICATE OF STOCK  

NUMBER                                               SHARES       
PS                                                                

PERISCOPE SPORTSWEAR, INC.

INCORPORATED UNDER THE LAWS                            CUSIP 71400R 10 7        
OF THE STATE OF DELAWARE                                                    
                                               SEE REVERSE FOR
                                                 CERTAIN DEFINITIONS

THIS CERTIFIES THAT                                                             

is the owner of                                                                 

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $.001  
PER SHARE OF  
--------------------------------------------------------------------------- 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------- 

transferable on the books of the corporation by the holder hereof in person or  
by duly authorized Attorney, upon surrender of the Certificate properly         
endorsed.                                                                       

 This Certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar:                                         

    WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers                                       

Dated:                                                                

COUNTERSIGNED AND REGISTERED                                                    
AMERICAN STOCK TRANSFER & TRUST COMPANY                               
              TRANSFER AGENT
             AND REGISTRAR

BY                                                                              

              AUTHORIZED SIGNATURE

[CORPORATE SEAL]  

     SECRETARY                                         PRESIDENT

EX-4.1
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PERISCOPE SPORTSWEAR, INC.  

The Corporation will furnish without charge to each stockholder who so    
requests a statement of the designations, powers, preferences and relative      
participating, optional or other special rights of each class of stock or series
thereof of the Corporation and the qualifications, limitations or restrictions  
of such preferences and/or rights. Such request may be made to the Corporation  
or the Transfer Agent.                                                          

   The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM- as tenants in common                                                   
TEN ENT- as tenants by the entireties                                           
JT TEN-  as joint tenants with right of                                         
survivorship and not as tenants                               
in common                                                     

UNIF GIFT MIN ACT _______ Custodian _______                                     
(Cust)           (Minor)                  
under Uniform Gifts to Minors                             
Act _____________                                         
(State)                                     
Additional abbreviations may also be used though not in the above list. 

For value received, the undersigned hereby sells, assigns and transfers unto    

PLEASE INSERT SOCIAL SECURITY OR OTHER                                          
IDENTIFYING NUMBER OF ASSIGNEE                                                  
______________________________________                                          

______________________________________                                          

_______________________________________________________________________________ 
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)   

_______________________________________________________________________________ 

_______________________________________________________________________________ 

________________________________________________________________________ shares 
of the capital stock represented by the within Certificate, and do hereby       
irrevocably constitute and appoint                                              

________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with    
full power of substitution in the premises.                                     

Dated ______________                                                            

                              ____________________________________________
                NOTICE:THE SIGNATURE TO THIS ASSIGNMENT MUST
                              CORRESPOND WITH THE NAME AS WRITTEN UPON THE
                              FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
                          WITHOUT ALTERATION OR ENLARGEMENT OR ANY
  CHANGE WHATEVER.

Signature(s) Guaranteed:                                                        

________________________________________                                        
THE SIGNATURE(S) SHOULD BE GUARANTEED BY                                        
AN ELIGIBLE GUARANTOR INSTITUTION                                               
(BANKS, STOCKBROKERS, SAVINGS AND LOAN                                          
ASSOCIATIONS AND CREDIT UNIONS WITH                                             
MEMBERSHIP IN AN APPROVED SIGNATURE                                             
GUARANTEE MEDALLION PROGRAM), PURSUANT TO                                       
S.E.C. RULE 17Ad-15.