Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3/A Pre-Effective Amendment to Registration Statement 59 370K
for Securities Offered Pursuant to a
Transaction
6: EX-4.11 Stock Purchase Warrant 9 39K
7: EX-4.12 Stock Purchase Warrant 9 39K
2: EX-4.2 Amendment to Warrant Agreement 2 13K
3: EX-4.3 Warrant Agreement Dated October 24, 1996 27 105K
4: EX-4.4 Amendment to Warrant Agreement 2 13K
5: EX-4.8 Class B Warrant Certificate 6 23K
8: EX-5.1 Opinion of Irell & Manella, LLP 1 11K
14: EX-10.10 Office Lease 56 169K
15: EX-10.11 Single Tenant Lease 47 157K
16: EX-10.14 Strategic Alliance Agreement 69 264K
17: EX-10.15 Registration Rights Agreement 16 71K
18: EX-10.16 Amendment to Shareholders' Agreement 4 19K
19: EX-10.17 Agreement - Donald H. Goldman 9 46K
9: EX-10.2 Severance Agreement - Steven Fieldman 9 46K
10: EX-10.4 Employment Agreement - John Alderfer 15 68K
11: EX-10.5 Severance Agreement - Lance Fieldman 9 47K
12: EX-10.7 Amended Intellectual Property License 8 31K
13: EX-10.9 Sublease and Consent 9 46K
20: EX-23.2 Consent of Kpmg Peat Marwick 1 9K
21: EX-23.3 Consent of Richard Eisner 1 9K
22: EX-23.5 Consent of John Pritzker 1 9K
23: EX-23.6 Consent of Adam Aron 1 9K
24: EX-99.1 Letter of Transmittal 21 77K
EX-4.8 — Class B Warrant Certificate
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EXHIBIT 4.8
[FORM OF FACE OF CLASS B WARRANT CERTIFICATE]
No. BW _____ Class B Warrants
VOID AFTER MARCH 6, 2000
CLASS B WARRANT CERTIFICATE FOR
PURCHASE OF COMMON STOCK
This certifies that FOR VALUE RECEIVED
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or registered assigns (the "Registered Holder") is the owner of the number of
Class B Warrants specified above. Each Class B Warrant represented hereby
initially entitles the Registered Holder to purchase, subject to the terms and
conditions set forth in this Warrant Certificate and the Warrant Agreement (as
hereinafter defined), one fully paid and nonassessable share of Class A Common
Stock, $.01 par value ("Common Stock"), of Interactive Flight Technologies,Inc.
a Delaware corporation (the "Company"), at any time between October 24, 1996
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 American Stock Transfer & Trust
Company, as Warrant Agent, or its successor (the "Warrant Agent"), accompanied
by payment of $9.75 (the "Purchase Price") in lawful money of the United States
of America in cash or by official bank or certified check made payable to
Interactive Flight Technologies,Inc..
This Warrant Certificate and each Class B 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
as of either March 7, 1995 or October 24, 1996, as the case may be, by and among
the Company, the Warrant Agent and D.H. Blair Investment Banking Corp.
In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price or the number of shares of Common Stock subject to
purchase upon the exercise of each Class B Warrant represented hereby are
subject to modification or adjustment.
Each Class B Warrant represented hereby is exercisable at the option
of the Registered Holder, but no fractional shares of Common Stock will be
issued. In the case of the exercise of less than all the Class B 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 Class B Warrants.
The term "Expiration Date" shall mean 5:00 P.M. (New York time) on
March 6, 2000 or such earlier date as the Class B Warrants shall be redeemed.
If such date shall in the State of New York be a holiday or a day on which banks
are authorized to close, then the Expiration Date shall mean 5:00 P.M. (New York
time) 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 the Class B Warrants represented hereby unless a registration
statement under the Securities Act of 1933, as amended, with respect to such
securities is effective. The Company has covenanted and agreed that it will
file a registration statement and will use its best efforts to cause the same to
become effective and to keep such registration statement current while any of
the Class B Warrants are outstanding. The Class B Warrants represented hereby
shall not be exercisable by a Registered Holder in any state where such exercise
would be unlawful.
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 Class B Warrants, each of such new Warrant Certificates to
represent such number of Class B Warrants as shall be designated by such
Registered Holder at the time of such surrender. Upon due presentment with any
applicable transfer fee in addition to any tax or other governmental charge
imposed in connection therewith, for registration of transfer of this Warrant
Certificate at such office, a new Warrant Certificate or Warrant Certificates
representing an equal aggregate number of Class B 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 Class B Warrant represented hereby, the
Registered Holder shall not be entitled to any rights 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.
The Class B Warrants represented hereby may be redeemed at the option
of the Company, at a redemption price of $.05 per Class B Warrant at any time
after March 6, 1996,
2
provided the Market Price (as defined in the Warrant Agreement) for the Common
Stock shall exceed $13.65 per share. Notice of redemption shall be given not
later than the thirtieth day before the date fixed for redemption, all as
provided in the Warrant Agreement. On and after the date fixed for redemption,
the Registered Holder shall have no rights with respect to the Class B Warrants
represented hereby except to receive the $.05 per Class B Warrant upon 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 Class B 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 affected by any notice to the contrary.
The Company has agreed to pay a fee of 5% of the Purchase Price upon
certain conditions as specified in the Warrant Agreement upon the exercise of
the Class B Warrants represented hereby.
This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.
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.
Interactive Flight Technologies,Inc.
Dated: ________________ By: ______________________________
By: ______________________________
[seal]
Countersigned:
____________________________________
_____________________, as Warrant Agent
By: ______________________________
Authorized Officer
3
[FORM OF REVERSE OF WARRANT CERTIFICATE]
SUBSCRIPTION FORM
To Be Executed by the Registered Holder
in Order to Exercise Warrants
The undersigned Registered Holder hereby irrevocably elects to
exercise ___________ Class B Warrants represented by this Warrant Certificate,
and to purchase the securities issuable upon the exercise of such Class B
Warrants, and requests that certificates for such securities shall be issued in
the name of
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
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[please print or type name and address]
and be delivered to
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[please print or type name and address]
and if such number of Class B Warrants shall not be all the Class B Warrants
evidenced by this Warrant Certificate, that a new Warrant Certificate for the
balance of such Class B Warrants be registered in the name of, and delivered to,
the Registered Holder at the address stated below.
4
The undersigned represents that the exercise of the Class B Warrants
evidenced hereby was solicited by a member of the National Association of
Securities Dealers, Inc. If not solicited by an NASD member, please write
"unsolicited" in the space below. Unless otherwise indicated by listing the
name of another NASD member firm, it will be assumed that the exercise was
solicited by D.H. Blair Investment Banking Corp.
____________________________________
(Name of NASD Member)
Dated: _____________________________ X
____________________________________
____________________________________
____________________________________
Address
____________________________________
Taxpayer Identification Number
____________________________________
Signature Guaranteed
____________________________________
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 MEMBER OF THE MEDALLION STAMP PROGRAM.
ASSIGNMENT
To Be Executed by the Registered Holder
in Order to Assign Warrants
FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF TRANSFEREE
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[please print or type name and address]
of the Class B Warrants represented by this
--------------------------------
Warrant Certificate, and hereby irrevocably constitutes and appoints
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Attorney to transfer this Warrant Certificate
--------------------------------
on the books of the Company, with full power of substitution in the premises.
Dated:________________________ X
______________________________
Signature Guaranteed
______________________________
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 MEMBER OF THE MEDALLION STAMP PROGRAM.
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-3/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 3/6/00 | | 1 | | 2 | | | None on these Dates |
| Filed on: | | 11/18/96 |
| | 10/24/96 | | 1 |
| | 3/6/96 | | 2 |
| | 3/7/95 | | 1 |
| List all Filings |
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