Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB Annual Report -- Small Business 33 136K
2: EX-3.2 By-Laws of Mediware Information Systems, Inc. 16 60K
5: EX-10.15 Stock Opion Agreement 14 30K
6: EX-10.16.1 Form of Note 6 23K
7: EX-10.16.2 Form of Warrant 7 23K
3: EX-10.3.3 Amended and Restated Secured Promissory Note 17 55K
4: EX-10.7 Employment Letter 6 24K
8: EX-21 Subsidiaries of Registrant 1 4K
9: EX-23 Consent of Independent Auditors 1 6K
10: EX-24 Power of Attorney 1 8K
11: EX-27 Art. 5 FDS for Year End 10-Ksb 2 7K
EX-10.16.2 — Form of Warrant
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EXHIBIT 10.16.2
NEITHER WARRANTS REPRESENTED BY THIS
CERTIFICATE NOR THE SHARES ISSUABLE UPON
EXERCISE HEREOF HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933.
NEITHER SUCH WARRANTS NOR SUCH SHARES
MAY BE SOLD OR OFFERED FOR SALE,
TRANSFERRED, HYPOTHECATED OR OTHERWISE
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT WITH RESPECT
THERETO UNDER SUCH ACT OR AN OPINION OF
COUNSEL REASONABLY ACCEPTABLE TO THE
COMPANY THAT AN EXEMPTION FROM
REGISTRATION FOR SUCH SALE, OFFER,
TRANSFER, HYPOTHECATION OR OTHER
ASSIGNMENT IS AVAILABLE UNDER SUCH ACT.
THE TRANSFER OF THIS CERTIFICATE IS
RESTRICTED AS DESCRIBED HEREIN.
MEDIWARE INFORMATION SYSTEMS, INC.
Warrant for the Purchase of Shares of Common Stock
par value $.10 per share
No. Shares
THIS CERTIFIES that, for receipt in hand of $__ and other
value received ________________________________, (the "Holder"), is entitled to
subscribe for and purchase from MEDIWARE INFORMATION SYSTEMS, INC., a New York
corporation (the "Company"), upon the terms and conditions set forth herein, at
any time or from time to time after _________________, and before 5:00 P.M. on
_____________ __________________, New York time (the "Exercise Period"),
________ shares of the Company's Common Stock, par value $.10 per share ("Common
Stock"), at a price of .50 per share (the "Exercise Price"). This Warrant may
not be sold, transferred, assigned or hypothecated except that it may be
transferred, in whole or in part, (i) by will or by intestate succession, or
(ii) by operation of law; and the term the "Holder" as used herein shall include
any transferee to whom this Warrant has been transferred in accordance with the
above. As used herein the term "this Warrant" shall mean and include this
Warrant and any Warrants hereafter issued as a consequence of the exercise or
transfer of this Warrant in whole or in part.
The number of shares of Common Stock issuable upon exercise of
this Warrant (the "Warrant Shares") and the Exercise Price may be adjusted from
time to time as hereinafter set forth.
1. This Warrant may be exercised during the Exercise Period as
to the whole or any lesser number of whole shares, by the surrender of this
Warrant (with the election at the end hereof duly executed to the Company at its
office at 1121 Old Walt Whitman Road, Melville, New York 11747, or such other
place as is designated in writing by the Company, together with a certified or
bank cashier's check payable to the order of the Company in an amount equal to
the Exercise Price multiplied by the number of Warrant Shares for which this
Warrant is being exercised.
2. Upon each exercise of the Holder's rights to purchase the
Warrant Shares granted pursuant to this Warrant, as reissued from time to time,
the Holder shall be deemed to be the holder of record of the Warrant Shares
issuable upon such exercise, notwithstanding that the transfer books of the
Company shall then be closed or certificates representing such Warrant Shares
shall not then have been actually delivered to the Holder. As soon as
practicable after each such exercise of this Warrant, the Company shall issue
and deliver to the Holder a certificate or certificates for the Warrant Shares,
registered in the name of the Holder or its designee. If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the right of the
Holder to purchase the balance of the Warrant Shares (or portions thereof)
subject to purchase hereunder.
3. Any Warrants issued upon the transfer or exercise in part
of this Warrant (together with this Warrant, the "Warrants") shall be numbered
and shall be registered in a Warrant Register as they are issued. The Company
shall be entitled to treat the registered holder of any Warrant on the Warrant
Register as the owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such Warrant on the
part of any other person, and shall not be liable for any registration or
transfer of Warrants which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with the actual knowledge
that a fiduciary or nominee is committing a breach of trust in requesting such
registration or transfer, or with the knowledge of such facts that its
participation therein amounts to bad faith. The Warrants shall be transferable
only on the books of the Company upon delivery thereof duly endorsed by the
Holder or by his duly authorized attorney or representative, or accompanied by
proper evidence of succession, assignment or authority to transfer. In all cases
of transfer by an attorney, executor, administrator, guardian or other legal
representative, duly authenticated evidence of his or its authority shall be
produced. Upon any registration of transfer, the Company shall deliver a new
Warrant or Warrants to the person entitled thereto. The Warrants may be
exchanged, at the option of the Holder thereof, for another Warrant, or other
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Warrants of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of Warrant Shares (or portions
thereof) upon surrender to the Company or its duly authorized agent.
Notwithstanding the foregoing, the Company shall have no obligation to cause
Warrants to be transferred on its books to any person if, in the opinion of
counsel to the Company, such transfer does not comply with the provisions of the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations thereunder.
4. The Company shall at all times reserve and keep available
out of its authorized and unissued Common Stock, solely for the purpose of
providing for the exercise of the rights to purchase all Warrant Shares granted
pursuant to this Warrant, such number of shares of Common Stock as shall, from
time to time, be sufficient therefor. The Company covenants that all shares of
Common Stock issuable upon exercise of this Warrant, upon receipt by the Company
of the purchase price therefor, shall be validly issued, fully paid
nonassessable, and free of preemptive rights.
5. (a) In case the Company shall at any time after the date of
this Warrant (i) declare a dividend on the outstanding Common Stock in shares of
its capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine
the outstanding Common Stock into a smaller number of shares, or (iv) issue any
shares of its capital stock by reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then, in each case, the Exercise
Price, and the number and kind of shares of Common Stock receivable upon
exercise of this Warrant, in effect at the time of the record date for such
dividend or of the effective date of such subdivision, combination, or
reclassification, shall be proportionately adjusted so that the Holder after
such time shall be entitled to receive the aggregate number and kind of shares
which, if such Warrant had been exercised immediately prior to such time, he
would have owned upon such exercise and been entitled to receive by virtue of
such dividend, subdivision, combination, or reclassification. Such adjustment
shall be made successively whenever any event listed above shall occur.
(b) Whenever there shall be an adjustment as
provided in this section 5, the Company shall promptly cause written notice
thereof to be sent by registered mail, postage prepaid, to the Holder, at its
principal office, which notice shall be accompanied by an officer's certificate
setting forth the number of Warrant Shares purchasable upon the exercise of this
Warrant and the Exercise Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment and the computation thereof,
which officer's certificate shall be conclusive evidence of the correctness of
any such adjustment absent manifest error.
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(c) The Company shall not be required to issue
fractions of shares of Common Stock or other capital stock of the Company upon
the exercise of the Warrants. If any fraction of a share would be issuable on
the exercise of any Warrant (or specified portions thereof), the Company shall
purchase such fraction for an amount in cash equal to the same fraction of the
Current Market Price of such share of Common Stock on the date of exercise of
the Warrant.
6. In case of any consolidation with or merger of the Company
with or into another Corporation (other than a merger or consolidation in which
the Company is the surviving or continuing corporation), or in case of any sale,
lease or conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety, such successor, leasing or purchasing
corporation, as the case may be, shall (i) execute with the Holder an agreement
providing that the Holder shall have the right thereafter to receive upon
exercise of this Warrant solely the kind and amount of shares of stock and other
securities, property, cash or any combination there of receivable upon such
consolidation, merger, sale, lease or conveyance by a holder of the number of
shares of Common Stock for which this Warrant might have been exercised
immediately prior to such consolidation, merger, sale, lease or conveyance, and
(ii) make effective provision in its certificate of incorporation or otherwise,
if necessary, in order to effect such agreement. Such agreement shall provide
for adjustments which shall be as nearly equivalent as practicable to the
adjustment in section 5.
7. The Warrant Shares issued upon exercise of the Warrants
shall be subject to a stop transfer order and certificate or certificates
evidencing such warrant Shares shall bear the following legend:
"THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. SUCH
SHARES MAY NOT BE SOLD, OFFERED OR
TRANSFERRED, HYPOTHECATED OR OTHERWISE
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT WITH RESPECT
THERETO UNDER SUCH ACT OR AN OPINION OF
COUNSEL REASONABLY ACCEPTABLE TO THE
COMPANY THAT AN EXEMPTION FROM
REGISTRATION FOR SUCH SALE, TRANSFER,
HYPOTHECATION OR OTHER ASSIGNMENT IS
AVAILABLE UNDER SUCH ACT."
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8. Upon receipt of evidence satisfactory to the Company of the
loss, theft, destruction or mutilation of any Warrant (and upon surrender of any
Warrant if mutilated), and upon reimbursement of the Company's reasonable
incidental expenses, the Company shall execute and deliver to the Holder thereof
a new Warrant of like date, tenor and denomination.
9. The Holder of any Warrant shall not have, solely on account
of such status, any rights of a stockholder of the Company, either at law or in
equity, or to any notice of meetings of stockholders or of any other proceedings
of the Company, except as provided in this Warrant.
10. This Warrant shall be construed in accordance with the laws
of the State of New York applicable to contracts made and performed within such
State, without regard to principles of conflicts of law.
Dated:
MEDIWARE INFORMATION SYSTEMS, INC.
By:_______________________________
President
[SEAL]
___________________________
Secretary
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FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)
FOR VALUE RECEIVED, ______________________________________
hereby sells, assigns and transfers unto __________________________ a Warrant to
purchase ________ Shares of Mediware Information Systems, Inc. (the "Company"),
together with all right, title and interest therein, and does hereby irrevocably
constitute and appoint ______________________________attorney to transfer such
Warrant on the books of the Company, with full power of substitution.
Dated: _____________________
Signature____________________________
Signature Guaranteed:
NOTICE
The signature on the foregoing Assignment must correspond to the
name as written upon the face of this warrant in every particular, without
alteration or enlargement or any change whatsoever.
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To: MEDIWARE INFORMATION SYSTEMS, INC.
1121 Old Walt Whitman Road
Melville, New York 11747
ELECTION TO EXERCISE
The undersigned hereby exercises his or its rights to purchase
_____ Warrant Shares covered by the within Warrant and tenders payment herewith
in the amount of $________ in accordance with the terms thereof, and requests
that certificates for such securities be issued in the name of, and delivered
to:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Print Name, Address and Social Security
of Tax Identification Number)
and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a New Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.
Dated: ____________________ Name______________________________
(Print)
Address:________________________________________________________________________
______________________________
(Signature)
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