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 84 518K
Securities by a Small-Business Issuer
2: EX-1.1 Exhibit 1.1 Representative's Warrant 12 47K
3: EX-1.2 Exhibit 1.2 Underwriting Agreement 38 179K
4: EX-10.28 Exhibit 10.28 Endorsement Agrmt With Glen Day 12 50K
5: EX-10.33 Exhibit 10.33 Form of Incentive Stock Option Agrmt 8 33K
6: EX-10.34 Exhibit 10.34 Form of Non-Qual. Stock Option Agrmt 8 32K
7: EX-10.37 Exhibit 10.37 Consulting Agreement 4 22K
8: EX-10.38 Exhibit 10.38 Form for Outside Directors 7 31K
9: EX-10.39 Exhibit 10.39 Termination Agrmt With Daniel Snider 1 9K
10: EX-10.40 Exhibit 10.40 Wrnt Agrmt, Co. & Amer Stock Tfr 19 79K
11: EX-23.1 Exhibit 23.1 Consent of Pricewaterhouse 1 7K
12: EX-99.1 Exhibit 99.1 - Consent of Daniel Snider 1 7K
13: EX-99.2 Exhibit 99.2 - Consent of Kim Haskell 1 8K
EX-1.1 — Exhibit 1.1 Representative’s Warrant
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Exhibit 1.1
THESE SECURITIES MAY NOT BE PUBLICLY OFFERED OR SOLD UNLESS AT THE TIME OF
SUCH OFFER OR SALE, THE PERSON MAKING SUCH OFFER OR SALE DELIVERS A
PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF
1933, AS AMENDED, FORMING A PART OF A REGISTRATION STATEMENT, OR
POST-EFFECTIVE AMENDMENT THERETO, WHICH IS EFFECTIVE UNDER SAID ACT, OR
UNLESS IN THE OPINION OF COUNSEL TO THE CORPORATION, SUCH OFFER AND SALE IS
EXEMPT FROM THE APPLICABLE PROVISIONS OF SECTION 5 OF SAID ACT.
UNDERWRITERS' CLASS A COMMON STOCK PURCHASE WARRANT
For the Purchase of Shares of Class A Common Stock, no par value,
of
OUTLOOK SPORTS TECHNOLOGY, INC.
Incorporated Under the Laws of the
State of Delaware
Void After 5 P.M. New York, New York, time
on ______________, 200___
No. _________ Warrant to Purchase 250,000 Shares
THIS IS TO CERTIFY, that, for value received Argent Securities, Inc.
(the "Underwriter"), or registered assigns, is entitled, subject to the terms
and conditions hereinafter set forth, on or after _________________, 19___
and at any time prior to 5:00 P.M., New York, New York, time on
_______________, 200__, but not thereafter, to purchase the number of shares
set forth above (the "Shares") of common stock, $0.01 par value per share
(the "Class A Common Stock") of OUTLOOK SPORTS TECHNOLOGY, INC., a
corporation organized under the laws of the State of Delaware (the
"Corporation"), from the Corporation upon payment to the Corporation of
$__________ per share (the "Purchase Price"), if and to the extent this
Warrant is exercised, in whole or in part, during the period this Warrant
remains in force, subject in all cases to adjustment as provided in Article
II hereof, and to receive certificates representing the Class A Common Stock
so purchased, upon presentation and surrender to the Corporation of this
Warrant, with the form of subscription attached hereto duly executed, and
accompanied by payment of the Purchase Price of each share of Class A Common
Stock purchased as provided herein.
ARTICLE I -- TERMS OF THE WARRANT
Section 1.01 Subject to the provisions of Sections 1.05 and 3.01
hereof, this Warrant may be exercised at any time and from time to time after
9:00 A.M., New York, New York, time, on _____________, 1998 (the "Exercise
Commencement Date"), but no later than 5:00 P.M., New York, New York, time on
______________, 200__ (the "Expiration Time"). If _________________, 200___
is a day on which banking institutions are authorized by law to close, then
the date on which this Warrant shall expire shall be the next succeeding day
which shall not be such a day. If this Warrant is not exercised on or before
the Expiration Time it shall become void, and all rights hereunder shall
thereupon cease.
Section 1.02 (a) The holder of this Warrant (the "Holder") may exercise
this Warrant, in whole or in part, upon surrender of this Warrant with the form
of subscription attached hereto duly executed, to the Corporation at its
corporate office located at Suite 410, 4400 North Federal Highway, Boca Raton,
Florida 33431, together with the full Purchase Price for each share of Class A
Common Stock to be purchased in lawful money of the United States, or by check,
bank draft or postal or express money order payable in United States dollars to
the order of the Corporation, and upon compliance with and subject to the
conditions set forth herein.
(b) Upon receipt of this Warrant with the form of
subscription duly executed and accompanied by payment of the aggregate Purchase
Price for the Shares for which this Warrant is then being exercised, together
with all taxes applicable upon such exercise, the Corporation shall cause to be
issued certificates for the total number of whole shares of Class A Common Stock
for which this Warrant is being exercised in such denominations as are required
for delivery to the Holder, and the Corporation shall thereupon deliver such
certificates to the Holder or its nominee.
(c) In case the Holder shall exercise this Warrant
with respect to less than all of the shares of Class A Common Stock that may be
purchased under this Warrant, the Corporation shall execute a new Warrant for
the balance of the shares of Class A Common Stock that may be purchased upon
exercise of this Warrant and deliver such new Warrant to the Holder.
(d) The Corporation covenants and agrees that it will
pay when due and payable any and all taxes that may be payable in respect of the
issue of this Warrant, or the issue of any shares of Class A Common Stock, upon
the exercise of this Warrant. The Corporation shall not, however, be required to
pay any tax that may be payable in respect of any transfer involved in the
issuance or delivery of this Warrant or of the shares of Class A Common Stock,
in a name other than that of the Holder at the time of surrender, and until the
payment of such tax the Corporation shall not be required to issue such shares
of Class A Common Stock.
Section 1.03 This Warrant may be split-up, combined or exchanged for
another Warrant or Warrants of like tenor to purchase a like aggregate number of
shares. If the Holder desires to split-up, combine, or exchange this Warrant, he
shall make such request in writing delivered to the Corporation at its corporate
office and shall surrender this Warrant and any other Warrants to be so
split-up, combined or exchanged at such office. Upon any such surrender for a
split-up, combination or exchange, the Corporation shall execute and deliver to
the person entitled thereto a Warrant or Warrants, as the case may be, as so
requested. The Corporation shall not be required to effect any split-up,
combination or exchange that will result in the issuance of a Warrant entitling
the Holder to purchase upon exercise a fraction of the shares of Class A Common
Stock. The Corporation may require the holder to pay a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
split-up, combination or exchange of Warrants.
Section 1.04 Prior to due presentment for registration or transfer of
this Warrant, the Corporation may deem and treat the Holder, as registered on
the books of the Corporation maintained for that purpose, as the absolute owner
of this Warrant (notwithstanding any endorsement or notation of ownership or
other writing hereon) for the purpose of any exercise hereof and for all other
purposes and the Corporation shall not be affected by any notice to the
contrary.
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Section 1.05 Prior to ______________, 19____, this Warrant may not be
sold, hypothecated, exercised, assigned, or transferred, except to any member of
the National Association of Securities Dealers, Inc. participating in the
offering contemplated in Section 3.01 hereof and to individuals who are the bona
fide officers or partners of the Underwriter or such members, or any successor
to their respective businesses or pursuant to the laws of descent and
distribution, and thereafter and until its expiration shall be assignable and
transferable in accordance with and subject to the provisions of the Securities
Act of 1933, as amended (the "Act"), if this Warrant is exercised immediately
upon assignment or transfer. If this Warrant is not exercised immediately upon
assignment or transfer, this Warrant shall lapse.
Section 1.06 Any assignment permitted hereunder shall be made by
surrender of this Warrant to the Corporation at its principal office with the
form of assignment attached hereto duly executed and funds sufficient to pay any
transfer tax. In such event, the Corporation shall, without charge, execute and
deliver a new Warrant in the name of the assignee named in such instrument of
assignment and this Warrant shall promptly be canceled. This Warrant may be
divided or combined with other Warrants that carry the same rights upon
presentation thereof at the corporate office of the Corporation together with a
written notice signed by the Holder, specifying the names and denominations in
which such new Warrants are to be issued.
Section 1.07 Nothing contained in this Warrant shall be construed as
conferring upon the Holder the right to vote or to consent or to receive notice
as a stockholder in respect of any meetings of stockholders for the election of
directors or any other matter, or as having any rights whatsoever as a
stockholder of the Corporation. If, however, at any time prior to the expiration
of this Warrant and prior to its exercise, any of the following shall occur:
(a) the Corporation shall declare any dividend payable in
stock to the holders of its Class A Common Stock or make any other distribution
in property other than cash to the holders of its Class A Common Stock; or
(b) the Corporation shall offer to the holders of its Class A
Common Stock rights to subscribe for or purchase any shares of any class of
stock or any other purchase any shares of any class of stock or any other rights
or options or securities exchangeable for or convertible into shares of any
class of stock; or
(c) the Corporation shall effect any reclassification of its
Class A Common Stock (other than a reclassification involving merely the
subdivision or combination of outstanding shares of Class A Common Stock) or any
capital reorganization, or any consolidation or merger (other than a merger in
which no distribution of securities or other property is made to holders of
Class A Common Stock), or any sale, transfer or other disposition of its
property, assets and business substantially as an entirety, or the liquidation,
dissolution or winding up of the Corporation; or
(d) except as set forth in the Corporation's Final Prospectus
dated ________________, 19____, the Corporation shall issue any shares of Class
A Common Stock in exchange for shares of preferred stock or indebtedness of the
Corporation, other than upon conversion of such shares of preferred stock or
indebtedness; then, in each such case, the Corporation shall cause notice of
such proposed action to be mailed to the Holder. Such notice shall specify (i)
the date on which the books of the Corporation shall close, or a record be
taken, for determining holders of Class A Common Stock entitled to receive such
stock dividend or other
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distribution or such rights or options, or the date on which such
reclassification, reorganization, consolidation, merger, sale, transfer, other
disposition, liquidation, dissolution, winding up or exchange shall take place
or commence, as the case may be, (ii) the date as of which it is expected that
holders of record of Class A Common Stock shall be entitled to receive
securities or other property deliverable upon such action, if any such date has
been fixed (on such date in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the right to exercise this Warrant
shall terminate), and (iii) such facts as shall indicate the effect of such
action (to the extent such effect may be known at the date of such notice) on
the Purchase Price and the kind and amount of the Class A Common Stock and other
securities and property deliverable upon exercise of this Warrant. Such notice
shall be mailed in the case of any action covered by Subsection 1.07(a) and
1.07(b) above, at least ten (10) days prior to the record date of determining
holders of the Class A Common Stock for purposes of receiving such payment or
offer, and in the case of any action covered by Subsection 1.07(c) or 1.07(d)
above, at least ten (10) days prior to the earlier of the date upon which such
action is to take place or any record date to determine holders of Class A
Common Stock entitled to receive such securities or other property.
Without limiting the obligation of the Corporation to provide
notice to the Holder of actions hereunder, it is agreed that failure of the
Corporation to give notice shall not invalidate such action of the Corporation.
Section 1.08 If this Warrant is lost, stolen, mutilated or destroyed,
the Corporation shall, on such reasonable terms as to indemnity or otherwise as
it may 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, which shall thereupon become void. Any such
new Warrant shall constitute an independent contractual obligation of the
Corporation, whether or not the Warrant so lost, stolen, destroyed or mutilated
shall at any time be enforceable by anyone.
Section 1.09 (a) The Corporation covenants and agrees that at all times
it shall reserve and kept available for the exercise of this Warrant such number
of authorized shares of Class A Common Stock as are sufficient to permit the
exercise in full of this Warrant.
(b) Prior to the issuance of any shares of Class A Common
Stock upon exercise of this Warrant, the Corporation shall secure the
registration of such shares and listing of such securities upon any securities
exchange including NASDAQ upon which the shares of the Corporation's Class A
Common Stock may at the time be listed for trading, if any.
(c) The Corporation covenants that all shares of
Class A Common Stock, when issued upon the exercise of this Warrant, will be
validly issued, fully paid, nonassessable and free of preemptive rights.
ARTICLE II -- ADJUSTMENT OF PURCHASE PRICE
AND NUMBER OF SHARES OF COMMON STOCK
PURCHASABLE UPON EXERCISE
Section 2.01 Subject to the provisions of this Article II, the Purchase
Price in effect from time to time as it relates to the shares of Class A Common
Stock shall be subject to adjustment as follows:
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(a) In the case the Corporation shall (i) declare a
dividend or make a distribution on the outstanding shares of its Class A Common
Stock in shares of its Class A Common Stock, (ii) subdivide the outstanding
shares of its Class A Common Stock into a greater number of shares, (iii)
combine the outstanding shares of its Class A Common Stock into a smaller number
of shares, (iv) issue any shares of its Class A Common Stock shares, except as
contemplated by the Final Prospectus dated ______________, 19____, (v) issue any
shares of its Class A Common Stock by reclassification of the Class A Common
Stock, then in each case the Purchase Price in effect immediately after the
record date for such dividend or distribution or the effective date of such
subdivision, combination or reclassification shall be adjusted so that it shall
equal the price determined by multiplying the Purchase Price in effect
immediately prior thereto by a fraction, of which the numerator shall be the
number of shares of Class A Common Stock outstanding immediately before such
dividend, distribution, subdivision, combination or reclassification, and of
which the denominator shall be the number of shares of Class A Common Stock
outstanding immediately after such dividend, distribution, subdivision,
combination or reclassification. Any shares of Class A Common Stock of the
Corporation issuable in payment of a dividend shall be deemed to have been
issued immediately prior to the record date for such dividend.
(b) All calculations under this Section 2.01 shall be
made to the nearest whole cent.
Section 2.02 No adjustment in the Purchase Price in accordance with the
provisions of Subsection 2.01(a) hereof need be made if such adjustment would
amount to a change of less than 1% in such Purchase Price; provided that the
amount by which any adjustment is not made by reason of the provisions of this
Section 2.02 shall be carried forward and taken into account at the time of any
subsequent adjustment in the Purchase Price.
Section 2.03 Upon each adjustment of the Purchase Price pursuant to
Subsection 2.01(a) each Warrant shall thereupon evidence the right to purchase
shares of Class A Common Stock comprised of the same number of Warrants and that
number of shares of Class A Common Stock (calculated to the nearest whole share
or Warrant, as the case may be) obtained by multiplying the number of shares of
Class A Common Stock purchasable immediately prior to such adjustment and
dividing the product so obtained by the Purchase Price in effect immediately
after such adjustment.
Section 2.04 In case of any capital reorganization, other than in the
cases referred to in Section 2.01 hereof, or the consolidation or merger of the
Corporation with or into another corporation (other than a merger or
consolidation in which the Corporation is the merger or consolidation in which
the Corporation is the continuing corporation and which does not result in any
reclassification of the outstanding shares of Class A Common Stock or the
conversion of the outstanding shares of Class A Common Stock into shares of
other stock or other securities or property), or the sale of the property of the
Corporation as an entirety or substantially as an entirety, or the conversion,
however effected, of the Corporation into another form of entity (collectively
such actions being hereinafter referred to as "Reorganizations"), there shall
thereafter be deliverable upon exercise of any Warrant (as to the shares of
Class A Common Stock subject thereto and in lieu of the number of shares of
Class A Common Stock theretofore deliverable) the number of shares of stock or
other securities or property to which a holder of the number of shares of Class
A Common Stock that would otherwise have been deliverable upon the exercise of
such Warrant would have been entitled upon such Reorganization if such Warrant
had been exercised in full immediately prior to such Reorganization. In case of
any Reorganization, appropriate adjustment, as determined in good
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faith by the Board of Directors of the Corporation, shall be made in the
application of the provisions herein set forth with respect to the rights and
interests of Warrant holders so that the provisions set forth herein shall
thereafter be applicable, as nearly as possible, in relation to any shares or
other property thereafter deliverable upon exercise of Warrants. The Corporation
shall not effect any such Reorganization, unless upon or prior to the
consummation thereof the successor entity, or if the Corporation shall be the
surviving entity in any such Reorganization and is not the issuer of the shares
of stock or other securities or property to be delivered to holders of shares of
the Class A Common Stock outstanding at the effective time thereof, then such
issuer shall assume by written instrument the obligation to deliver to the
Holder such shares of stock, securities, cash or other property as the Holder
shall be entitled to purchase in accordance with the foregoing provisions. In
the event of a sale or conveyance or other transfer of all or substantially all
of the assets of the Corporation as a part of a plan for liquidation of the
Corporation, all rights to exercise any Warrant shall terminate on the date such
sale or conveyance or other transfer is to be consummated.
Section 2.05 The Corporation may select a firm of independent certified
public accountants acceptable to the Holder hereof, which selection may be
changed from time to time, to verify the computations made in accordance with
this Article II. The certificate, report or other written statement of any such
firm shall be conclusive evidence of the correctness of any computation made
under this Article II.
Section 2.06 Irrespective of any adjustments pursuant to this Article
II, Warrants theretofore or thereafter issued need not be amended or replaced,
but certificates thereafter issued shall bear an appropriate legend or other
notice of any adjustments.
Section 2.07 The Corporation shall not be required upon the exercise of
any Warrant to issue fractional shares of Class A Common Stock that may result
from adjustments in accordance with this Article II to the Purchase Price or
number of shares of Class A Common Stock purchasable under each Warrant. If more
than one Warrant is exercised at one time by the same Holder, the number of full
shares of Class A Common Stock that shall be deliverable shall be computed based
on the number of shares of Class A Common Stock deliverable in exchange for the
aggregate number of Warrants exercised. With respect to any final fraction of a
share called for upon the exercise of any Warrant or Warrants, the Corporation
shall pay a cash adjustment in respect of such final fraction in an amount equal
to the same fraction of the market value of a share of Class A Common Stock on
the business day next preceding the date of such exercise. The Holder, by his
acceptance of the Warrant, shall expressly waive any right to receive any
fractional share of Class A Common Stock upon exercise of the Warrants. For the
purposes of this Section 2.07, the market price per share of Class A Common
Stock or price per Warrant at any date shall mean the last reported sale price
regular way or, in case no such reported sale takes place on such date, the
average of the last reported bid and asked prices regular way, in either case on
the principal national securities exchange on which the Class A Common Stock are
admitted to trading or listed if that is the principal market for the Class A
Common Stock or if not listed or admitted to trading on any national securities
exchange or if such national security exchange is not the principal market for
the Class A Common Stock, the closing bid price (or closing sales price, if
reported) as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System or its successor, if any. If the price of the Class A
Common Stock is not so reported, then such market price shall mean the last
known price paid per share, by a purchaser of such stock in an arms' length
transaction. All calculations under this Section 2.07 shall be made to the
nearest 1/100th of a share.
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Section 2.08 In no event shall the Purchase Price be adjusted below the
par value per share of the Class A Common Stock.
ARTICLE III -- REGISTRATION UNDER THE SECURITIES ACT OF 1933
Section 3.01 The sale of the shares of Class A Common Stock issuable
upon exercise of this Warrant have been registered under the Act in the
Corporation's Registration Statement on Form SB-2, SEC File No. 333-58631
(the "Registration Statement").
Upon exercise, in part or in whole, of this Warrant, the
certificates representing the Class A Common Stock shall bear the following
legend:
"THE SHARES (OR WARRANTS, AS APPLICABLE) REPRESENTED BY THIS
CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, SOLELY FOR SALE TO THE HOLDER OF A WARRANT TO PURCHASE, WHICH
HOLDER MAY BE DEEMED TO BE AN UNDERWRITER OF SUCH SHARES WITHIN THE
PROVISIONS AND FOR PURPOSES ONLY OF THE SECURITIES ACT OF 1933, AS
AMENDED. THE ISSUER OF THESE SHARES WILL AGREE TO A TRANSFER HEREOF
ONLY IF (1) AN AMENDED OR SUPPLEMENTED PROSPECTUS SETTING FORTH THE
TERMS OF THE OFFER HAS BEEN FILED AS PART OF A POST-EFFECTIVE AMENDMENT
TO THE REGISTRATION STATEMENT UNDER WHICH THESE SHARES ARE REGISTERED
OR AS PART OF A NEW REGISTRATION STATEMENT, IF THEN REQUIRED, AND SUCH
POST-EFFECTIVE AMENDMENT OR NEW REGISTRATION STATEMENT HAS BECOME
EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) COUNSEL
TO THE ISSUER IS SATISFIED THAT NO SUCH POST-EFFECTIVE AMENDMENT OR NEW
REGISTRATION STATEMENT IS REQUIRED."
The Corporation agrees that it shall be satisfied that no
post-effective amendment or new registration statement is required for the
public sale of the shares of Class A Common Stock if it shall be presented with
a letter from the Staff of the Securities and Exchange Commission (the
"Commission") stating in effect that, based upon stated facts that the
Corporation shall have no reason to believe are not true in any material
respect, the Staff of the Commission will not recommend any action to the
Commission if such shares are offered and sold without delivery of a prospectus,
and that, therefore, no post-effective amendment to the Registration Statement
under which the sale of such shares is registered or new registration statement
is required to be filed.
Section 3.02 The Corporation understands and agrees that if at any time
during the period referred to above it should file a registration statement or
offering statement pursuant to the Act for a public offering of securities, the
Corporation, at its own expense, will offer to the Holder the opportunity to
register or qualify the offering and sale of the shares of Class A Common Stock.
Registration Rights set forth in Section 9 of the Underwriters' Purchase Option
Agreement are incorporated by reference and made a part hereof. This paragraph
is not applicable to a registration statement filed with the Commission on Form
S-4 or S-8, or any successor Forms.
Section 3.03 In connection with any registration under Section 3.02
hereof, the Corporation covenants and agrees as follows:
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(a) The Corporation shall use its best
efforts to have any post-effective amendment or new registration statement
declared effective at the earliest possible time, and shall furnish such number
of prospectuses as shall reasonably be requested by the Holder selling Shares.
(b) The Corporation shall pay all costs, fees, and
expenses in connection with all post-effective amendments or new registration
statements under Section 3.02 hereof including, without limitation, the
Corporation's legal and accounting fees, printing expenses, blue sky fees and
expenses, except that the Corporation shall not pay any of the following costs,
fees or expenses: (i) underwriting discounts and commissions allocable to the
shares of Class A Common Stock, (ii) state transfer taxes, (iii) brokerage
commissions and (iv) fees and expenses of counsel and accountants for the Holder
of the Warrant and/or Shares.
(c) The Corporation will take all necessary
action to qualify or register the Securities included in a post-effective
amendment or new registration statement for offering and sale under the
securities or blue sky laws of such states as are requested by the holders of
such Securities, provided that the Corporation shall not be obligated to execute
or file any general consent to service of process or to qualify as a foreign
corporation to do business under the law of any such jurisdiction.
(d) The Holder shall be entitled to pay the
Purchase Price for the Securities purchasable upon the exercise of this Warrant
out of the proceeds of any sale of the Securities purchasable upon their
exercise, provided such exercise and sale occur simultaneously.
Section 3.04 (a) The Corporation shall indemnify and hold harmless each
person registering the sale of Securities pursuant to this Article III (the
"Seller") and each underwriter, within the meaning of the Act, who may purchase
from or sell for any Seller any of the Securities from and against any and all
losses, claims, damages and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in any post-effective
amendment or new registration statement or any supplemented prospectus under the
Act included therein required to be filed or furnished by reason of Section
3.02, or caused by any omission or alleged omission to state therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or alleged untrue statement or omission or alleged omission based upon
information furnished or required to be furnished in writing to the Corporation
by such Seller or underwriter expressly for use therein, which indemnification
shall include each person, if any, who controls any such Seller or underwriter
within the meaning of the Act; provided, however, that the indemnity agreement
by the Corporation set forth in this Section 3.04 with respect to any prospectus
that shall be subsequently amended or supplemented prior to the written
confirmation of the sale of any securities shall not inure to the benefit of any
Seller or underwriter from whom the person asserting such securities that are
the subject thereof (or to the benefit of any person controlling such Seller or
underwriter), if such Seller or underwriter failed to send or give a copy of the
prospectus as amended or supplemented to such person at or prior to written
confirmation of the sale of such securities to such person and if such amended
or supplemented prospectus did not contain any untrue statement or alleged
untrue statement or omission or alleged omission giving rise to such cause,
claim, damage or liability.
(b) Each Seller that avails itself of the procedures under
Article III shall indemnify, and secure the agreement of any underwriter which
the Seller employs to indemnify, the Corporation, its directors, each officer
signing the related post-effective amendment or registration
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statement and each person, if any, who controls the Corporation within the
meaning of the Act from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a
material fact contained in any post-effective amendment or registration
statement or any prospectus required to be filed or furnished by reason of
Section 3.02, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, insofar as such losses, claims, damages or liabilities
are caused by any untrue statement or alleged untrue statement or omission or
alleged omission based upon information furnished in writing to the Corporation
by any such Seller or underwriter expressly for use therein.
Section 3.05 The agreements in this Article III shall continue in
effect regardless of the exercise and surrender of this Warrant.
ARTICLE IV -- OTHER MATTERS
Section 4.01 The Corporation will from time to time promptly pay,
subject to the provisions of paragraph (4) of Section 1.02 hereof, all taxes and
charges that may be imposed upon the Corporation in respect of the issuance or
delivery of this Warrant or the shares of Class A Common Stock purchasable upon
the exercise of this Warrant.
Section 4.02 All the covenants and provisions of this Warrant by or for
the benefit of the Corporation shall bind and inure to the benefit of it
successors and assigns hereunder.
Section 4.03 Notices or demands pursuant to this Warrant to be given or
made by the Holder to or on the Corporation shall be sufficiently given or made
if sent by certified or registered mail, return receipt requested, postage
prepaid, and addressed, until another address is designated in writing by the
Corporation, as follows:
Outlook Sports Technology, Inc.
Suite 410
4400 North Federal Highway
Boca Raton, Florida 33431
Notices to the Holder provided for in this Warrant shall be deemed given or made
by the Corporation if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at his last known
address as it shall appear on the books of the Corporation.
Section 4.04 The validity, interpretation and performance of this
Warrant shall be governed by the substantive laws of the State of Georgia.
Section 4.05 Nothing in this Warrant expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to
confer upon, or give to, any person or corporation other than the Corporation
and the Holder any right, remedy or claim under promise or agreement hereof, and
all covenants, conditions, stipulations, promises and agreements contained in
this Warrant shall be for the sole and exclusive benefit of the Corporation and
its successors and of the Holder, its successors and, if permitted, its
assignees.
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Section 4.06 The headings herein are for convenience only and are not
part of this Warrant and shall not affect the interpretation thereof.
IN WITNESS WHEREOF, this, Warrant has been duly executed by the
Corporation under its corporate seal as of the day of ,
1998. --- --------------------
OULTOOK SPORTS TECHNOLOGY, INC.
By:
----------------------------
Name: Jim G. Dodrill II
------------------------
Its: President
---------------------------
Attest:
------------------------------------
, Secretary
-----------------------
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OUTLOOK SPORTS TECHNOLOGY, INC.
Subscription Form
(To be executed by the registered holder to exercise the right to purchase Class
A Common Stock evidenced by the foregoing Warrant)
Outlook Sports Technology, Inc.
Suite 410
4400 North Federal Highway
Boca Raton, Florida 33431
The undersigned hereby irrevocably subscribes for the purchase of
________________ shares of your Class A Common Stock pursuant to and in
accordance with the terms and conditions of this Warrant No. ___, and herewith
makes payment, covering the purchase of such Shares. Certificates for the shares
of Class A Common Stock should be delivered to the undersigned at the address
stated below. If such number of shares of Class A Common Stock shall not be all
of the Shares purchasable hereunder, please deliver a new Warrant of like tenor
for the balance of the remaining Shares purchasable hereunder to the undersigned
at the address stated below.
The undersigned agrees that: (1) the undersigned will not offer, sell,
transfer or otherwise dispose of any such shares of Class A Common Stock being
purchased hereunder unless either (a) a registration statement, or
post-effective amendment thereto, covering the sale of such shares of Class A
Common Stock has been filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended (the "Act"), and such sale, transfer
or other disposition is accompanied by a prospectus meeting the requirements of
Section 10 of the Act forming a part of such registration statement, or
post-effective amendment thereto, which is in effect under the Act covering the
sale of the shares of Class A Common Stock to be sold, transferred or otherwise
disposed of, or (b) counsel acceptable to Outlook Sports Technology, Inc. and
satisfactory to the undersigned has rendered an opinion acceptable to the
Company in writing and addressed to the Company that such proposed offer, sale,
transfer or other disposition of the shares of Class A Common Stock is exempt
from the provisions of Section 5 of the Act in view of the circumstances of such
proposed offer, sale, transfer or other disposition; (2) the Company may notify
the transfer agent for its Class A Common Stock that the certificates for the
Class A Common Stock acquired by the undersigned pursuant hereto are not to be
transferred unless the transfer agent receives advance from the Company that one
or both of the conditions referred to in (1)(a) and (1)(b) above have been
satisfied; and (3) the Company may affix the legend set forth in Section 3.01 of
this Warrant to the certificates for shares of Class A Common Stock hereby
subscribed for and purchasable upon exercise of the Warrants, if such legend is
applicable.
Dated:______________________
Signed:
Signature guaranteed:
_______________________________________
Address:
11
OUTLOOK SPORTS TECHNOLOGY, INC.
Assignment Form
(To be executed by the registered holder to effect assignment of the
foregoing warrant)
FOR VALUE RECEIVED _________________________________ hereby sells, assigns and
transfers unto _________________________________ the right to purchase
___________ shares of Class A Common Stock, $0.01 par value per share on the
terms and conditions set forth therein, and does hereby irrevocably constitute
and appoint ______________________________________ and/or its transfer agent
Attorney, to transfer on the books of the Corporation Warrants representing such
rights, with full power of substitution.
Dated:________________________
Signed:
Signature guaranteed:
________________________________________
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘SB-2/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 10/8/98 | | | | | | | None on these Dates |
| List all Filings |
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Filing Submission 0001047469-98-036781 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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