Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 245± 977K
Business-Combination Transaction
2: EX-3.2 Articles of Incorporation/Organization or By-Laws 2± 7K
3: EX-3.3 Articles of Incorporation/Organization or By-Laws 11± 44K
4: EX-3.4 Articles of Incorporation/Organization or By-Laws 8± 29K
5: EX-4.2 Instrument Defining the Rights of Security Holders 11± 51K
6: EX-5.1 Opinion re: Legality 1 7K
7: EX-8.1 Opinion re: Tax Matters 6± 23K
8: EX-10.1 Material Contract 6± 24K
9: EX-23.1 Consent of Experts or Counsel 1 6K
10: EX-23.2 Consent of Experts or Counsel 1 7K
EX-4.2 — Instrument Defining the Rights of Security Holders
Exhibit Table of Contents
Exhibit 4.2 Page 11
EXHIBIT 4.2
COMMON STOCK WARRANT
To Purchase 37,500
Shares of Common Stock of
EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
July __, 1998
THIS CERTIFIES THAT, in consideration for services to FMC Capital Markets,
Inc. ("FMC") or its registered assigns is entitled to subscribe for and purchase
from Executive Wealth Management Services, Inc. (the "Company"), a Florida
corporation, Thirty Seven Thousand Five Hundred (37,500) fully paid and
nonassessable shares of the Company's Common Stock, $.002 par value, at a price
of $2.00 per share.
This Warrant is subject to the following provisions, terms and conditions:
1. Exercise; Transferability. The rights represented by this Warrant
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may be exercised by the holder hereof, in whole or in part (but not as to a
fractional share of common stock), by written notice of exercise delivered to
the Company ten (10) days prior to the intended date of exercise and by the
surrender of this Warrant (properly endorsed if required) at the principal
office of the Company and upon payment to it by check of the purchase price for
such shares.
2. Issuance of Shares. The Company agrees that the shares purchased
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hereby shall be and are deemed to be issued to the record holder hereof as of
the close of business on the date on which this Warrant shall have been
exercised by surrender of the Warrant and payment for the shares. Subject to
the provisions of the next succeeding paragraph, certificates for the shares of
stock so purchased shall be delivered to the holder hereof within a reasonable
time, not exceeding ten (10) days after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the holder
hereof within such time.
Notwithstanding the foregoing, however, the Company shall not be required
to deliver any certificate for shares of stock upon exercise of this Warrant,
except in accordance with the provisions, and subject to the limitations, of
paragraph 7 hereof.
3. Covenants of Company. The Company covenants and agrees that all
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shares which may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be duly authorized and issued, fully paid,
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof, and, without limiting the generality of the foregoing, the
Company covenants and agrees that it will from time to time take all such action
as may be required to assure that the par value per share of common stock is at
all times equal to or less than the then effective purchase price per share of
the common stock issuable pursuant to this Warrant. The Company further
covenants and agrees that, during the period within which the rights represented
by this Warrant may be exercised, the Company will at all times have authorized,
and reserved for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant, a sufficient number of shares of
its common stock to provide for the exercise of the rights represented by this
Warrant.
4. Anti-Dilution Adjustments. The above provisions are, however,
--------------------------
subject to the following:
(a) In case the Company shall at any time hereafter subdivide or
combine the outstanding shares of common stock or declare a dividend payable in
common stock, the exercise price of this Warrant in effect immediately prior to
the subdivision, combination or record date for such dividend payable in common
stock shall forthwith be proportionately increased, in the case of combination,
or decreased, in the case of subdivision or dividend payable in common stock.
Upon each adjustment of the exercise price, the holder of this Warrant shall
thereafter be entitled to purchase, at the exercise price resulting from such
adjustment, the number of shares obtained by multiplying the exercise price
immediately prior to such adjustment by the number of shares purchasable
pursuant hereto immediately prior to such adjustment and dividing the product
thereof by the exercise price resulting from such adjustment.
(b) No fractional shares of common stock are to be issued upon the
exercise of this Warrant, but the Company shall pay a cash adjustment in respect
of any fraction of a share which would otherwise be issuable in an amount equal
to the same fraction of the market price per share of common stock on the day of
exercise as determined in good faith by the Company.
(c) If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of common stock shall
be entitled to receive stock, securities or assets with respect to or in
exchange for common stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and adequate provision
shall be made whereby the holder hereof shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions specified
in this Warrant and in lieu of the shares of common stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such common stock equal to the number of shares of such stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby had such reorganization, reclassification, consolidation,
merger or sale not taken place, and in any such case appropriate provisions
shall be made with respect to the rights and interests of the holder of this
Warrant to the end that the provisions hereof (including without limitation
provisions for adjustments of the Warrant purchase price and of the number of
shares purchasable upon the exercise of this Warrant) shall thereafter be
applicable, as nearly as may be, in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise hereof. The Company shall
not effect any such consolidation, merger or sale unless prior to the
consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger, or the corporation purchasing such
assets, shall assume by written instrument executed and mailed to the registered
holder hereof at the last address of such holder appearing on the books of the
Company, the obligation to deliver to such holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to purchase.
Notwithstanding any language to the contrary set forth in this paragraph 4
(c), if an occurrence or event described herein shall take place in which the
shareholders of the Company receive cash for their shares of common stock of the
Company and a successor corporation or corporation purchasing assets shall
survive the transaction then, at the election of the record holder hereof, such
corporation shall be obligated to purchase this Warrant (or the unexercised part
hereof) from the record holder without requiring the holder to exercise all or
part of the Warrant. If such corporation refuses to so purchase this Warrant
then the Company shall purchase the Warrant for cash. In either case the
purchase price shall be the amount per share that shareholders of the
outstanding common stock of the Company shall receive as a result of the
transaction multiplied by the number of shares covered by the Warrant, minus the
aggregate exercise price of the Warrant. Such purchase shall be closed within
60 days following the election of the holder to sell this Warrant.
(d) Upon any adjustment of the Warrant purchase price, then, and in
each such case, the Company shall give written notice thereof, by first class
mail, postage prepaid, addressed to the registered holder of this Warrant at the
address of such holder as shown on the books of the Company, which notice shall
state the Warrant purchase price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price upon the
exercise of this Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.
(e) If any event occurs as to which in the good faith determination of
the Board of Directors of the Company the other provisions of this paragraph 4
are not strictly applicable or if strictly applicable would not fairly protect
the purchase rights of the holder of this Warrant or of common stock in
accordance with the essential intent and principles of such provisions, then the
Board of Directors shall make an adjustment in the application of such
provisions, in accordance with such essential intent and principles, so as to
protect such purchase rights as aforesaid.
5. Common Stock. As used herein, the term "common stock" shall mean and
------------
include the Company's presently authorized shares of common stock and shall also
include any capital stock of any class of the Company hereafter authorized which
shall not be limited to fixed sum or percentage in respect of the rights of the
holders thereof to participate in dividends or in the distribution, dissolution
or winding up of the Company; provided that the shares purchasable pursuant to
this Warrant shall include shares designated as common stock of the Company on
the date of original issue of this Warrant or, in the case of any
reclassification of the outstanding shares thereof, the stock, securities or
assets provided for in Section 4 above.
6. No Voting Rights. This Warrant shall not entitle the holder hereof
------------------
to any voting rights or other rights as a stockholder of the Company.
7. Notice of Transfer of Warrant or Resale of Shares. The holder of
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this Warrant, by acceptance hereof, agrees to give written notice to the Company
before transferring this Warrant, or transferring any common stock issued upon
the exercise hereof, of such holder's intention to do so, describing briefly the
manner of any proposed transfer. Promptly upon receiving such written notice,
the Company shall present copies thereof to the Company's counsel and to counsel
to the original purchaser of this Warrant. If in the opinion of each such
counsel the proposed transfer may be effected without registration or
qualification (under any Federal or State law), the Company, as promptly as
practicable, shall notify such holder of such opinions, whereupon such holder
shall be entitled to transfer this Warrant or to dispose of shares of common
stock received upon the previous exercise hereof in accordance with the notice
delivered by such holder to the Company, provided that an appropriate legend may
be endorsed on this Warrant or the certificates for such shares respecting
restrictions upon transfer thereof necessary or advisable in the opinion of
counsel satisfactory to the Company to prevent further transfers which would be
in violation of Section 5 of the Securities Act of 1933.
If, in the opinion of either of the counsel referred to in this paragraph
7, the proposed transfer or disposition described in the written notice given
pursuant to this paragraph 7 may not be effected without registration or
qualification of this Warrant or the shares of common stock issued upon the
exercise hereof, the Company shall promptly give written notice thereof to the
holder hereof, and such holder will limit its activities in respect to such
proposed transfer or disposition as, in the opinion of both such counsel, are
permitted by law.
8. Registration Rights. (a) If the Company proposes to claim an
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exemption under Section 3(b) for a public offering of any of its securities or
to register under the Securities Act of 1933 (except by a claim of exemption or
registration statement on a form that does not permit the inclusion of shares by
its security holders) any of its securities; it will give written notice to all
registered holders of Warrants, and all registered holders of shares of common
stock acquired upon the exercise of Warrants of its intention to do so and, on
the written request of any such registered holders given within twenty (20) days
after receipt of any such notice (which request must be made within five (5)
years from the date of this Warrant and which notice shall specify the shares of
common stock intended to be sold or disposed of by such registered holder and
describe the nature of any proposed sale or other disposition thereof), the
Company will use its best efforts to cause all such shares, the registered
holders of which shall have requested the registration or qualification thereof,
to be included in such notification or registration statement proposed to be
filed by the Company; provided, however, that nothing herein shall prevent the
Company from, at any time, abandoning or delaying any such registration
initiated by it. If any such registration shall be underwritten in whole or in
part, the Company may require that the shares requested for inclusion pursuant
to this section be included in the underwriting on the same terms and conditions
as the securities otherwise being sold through the underwriters. In the event
that, in the good faith judgment of the managing underwriter of such public
offering the inclusion of all of the shares originally covered by a request for
registration would reduce the number of shares to be offered by the Company or
interfere with the successful marketing of the shares of stock offered by the
Company, the number of shares otherwise to be included pursuant to this Section
in the underwritten public offering may be reduced; provided, however, that any
such required reduction shall be first made among all persons, other than (i)
the holders of Warrants or shares acquired on exercise thereof who are
participating in such offering and (ii) the Company; if further reductions in
the number of shares to be included are so required, such reductions shall be
pro rata among the Company, the holders of Warrants and the holders of shares
obtained on exercise thereof. Those shares which are thus excluded from the
underwritten public offering shall be withheld from the market for a period, not
to exceed 90 days, which the managing underwriter reasonably determines is
necessary in order to effect the underwritten public offering. All expenses of
such offering, except the fees of special counsel to such holders and brokers'
commissions or underwriting discounts payable by such holders, shall be borne by
the Company.
(b) Further, on one occasion only, upon request by the holders of
Warrants and/or the holders of shares issued upon the exercise of the Warrants
who collectively (i) have the right to purchase at least 5,000 shares, (ii) hold
directly at least 5,000 shares purchased hereunder, or (iii) have the right to
purchase or hold directly an aggregate of at least 5,000 shares purchasable or
purchased hereunder, the Company will, at it's expense, promptly take all
necessary steps to register or qualify the Warrants or such shares, or to
register the issuance by the Company of shares upon the exercise of Warrants,
under the Securities Act of 1933 (and, upon the request of such holders, under
Rule 415 thereunder) and such state laws as such holders may reasonably request;
provided that (i) such request must be made by June 30, 2003, and (ii) the
Company may delay the filing of any registration statement requested pursuant to
this section to a date not more than ninety (90) days following the date of such
request if in the opinion of the Company's principal investment banker at the
time of such request such a delay is necessary in order not to adversely affect
financing efforts then underway at the Company or if in the opinion of the
Company such a delay is necessary or advisable to avoid disclosure of material
nonpublic information. The costs and expenses directly related to any
registration requested pursuant to this section, including but not limited to
legal fees of the Company's counsel, audit fees, printing expense, filing fees
and fees and expenses relating to qualifications under state securities or blue
sky laws incurred by the Company shall be borne entirely by the Company;
provided, however, that the persons for whose account the securities covered by
such registration are sold shall bear the expenses of underwriting commissions
applicable to their shares and fees of their legal counsel. If the holders of
Warrants and the holders of shares of Common Stock underlying the Warrants are
the only persons whose shares are included in the registration pursuant to this
section, such holders shall bear the expense of inclusion of audited financials
in the registration statement which are not dated as of the Company's normal
fiscal year or are not otherwise prepared by the Company for its own business
purposes. The Company shall keep effective and maintain any registration,
qualification, notification or approval specified in this paragraph for such
period as may be necessary for the holders of the Warrants and such common stock
to dispose thereof, and from time to time shall amend or supplement, at the
holder's expense, the prospectus or offering circular used in connection
therewith to the extent necessary in order to comply with applicable law,
provided that the Company shall not be obligated to maintain any registration
for a period of more than two (2) years.
If, at the time any written request for registration is received by the
Company pursuant to this Section 8(b), the Company has determined to proceed
with the actual preparation and filing of a registration statement under the
Securities Act in connection with the proposed offer and sale for cash of any of
its securities by it or any of its security holders, such written request shall
be deemed to have been given pursuant to Section 8(a) hereof rather than this
Section 8(b), and the rights of the holders of Warrants and or shares issued
upon the exercise of the Warrants covered by such written request shall be
governed by Section 8(a) hereof.
The managing underwriter of an offering registered pursuant to this Section
8(b) shall be selected by the holders of a majority of the Warrants and/or
shares issued upon the exercise of the Warrants for which registration has been
requested and shall be reasonably acceptable to the Company. Without the
written consent of the holders of a majority of the Warrants and/or shares
issued upon the exercise of the Warrants for which registration has been
requested pursuant to this Section 8(b), neither the Company nor any other
holder of securities of the Company may include securities in such registration
if in the good faith judgment of the managing underwriter of such public
offering the inclusion of such securities would interfere with the successful
marketing of the Warrants and/or shares issued upon the exercise of the Warrants
or require the exclusion of any portion of the Warrants and/or shares issued
upon the exercise of the Warrants to be registered. Shares to be excluded from
an underwritten public offering shall be selected in the manner provided in
Section 8(a) hereof.
(c) If and whenever the Company is required by the provisions of
Sections 8(a) or 8(b) hereof to effect the registration of Warrants and/or
shares issued upon the exercise of the Warrants under the Securities Act, the
Company will:
(i) Prepare and file with the Commission a registration
statement with respect to such securities, and use its best efforts to cause
such registration statement to become and remain effective for such period as
may be reasonably necessary to effect the sale of such securities, not to exceed
two (2) years;
(ii) prepare and file with the Commission such amendments to
such registration statement and supplements to the prospectus contained therein
as may be necessary to keep such registration statement effective for such
period as may be reasonably necessary to effect the sale of such securities, not
to exceed two (2) years;
(iii) furnish to the security holders participating in such
registration and to the underwriters of the securities being registered such
reasonable number of copies of the registration statement, preliminary
prospectus, final prospectus and such other documents as such underwriters may
reasonably request in order to facilitate the public offering of such
securities;
(iv) use its best efforts to register or qualify the
securities covered by such registration statement under such state securities or
blue sky laws of such jurisdictions as such participating holders may reasonably
request in writing within 30 days following the original filing of such
registration statement, except that the Company shall not for any purpose be
required to execute a general consent to service of process or to qualify to do
business as a foreign corporation in any jurisdiction wherein it is not so
qualified;
(v) notify the security holders participating in such
registration, promptly after it shall receive notice thereof, of the time when
such registration statement has become effective or a supplement to any
prospectus forming a part of such registration statement has been filed;
(vi) notify such holders promptly of any request by the
Commission for the amending or supplementing of such registration statement or
prospectus or for additional information;
(vii) prepare and file with the Commission, promptly upon
the request of any such holders, any amendments or supplements to such
registration statement or prospectus which, in the opinion of counsel for such
holders (and concurred in by counsel for the Company), is required under the
Securities Act or the rules and regulations thereunder in connection with the
distribution of the Warrants or shares by such holder;
(viii) prepare and promptly file with the Commission and
promptly notify such holders of the filing of such amendment or supplement to
such registration statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to such
securities is required to be delivered under the Securities Act, any event shall
have occurred as the result of which any such prospectus or any other prospectus
as then in effect would include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances in which they were made, not misleading;
(ix) advise such holders, promptly after it shall receive
notice or obtain knowledge thereof, of the issuance of any stop order by the
Commission suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for that purpose and promptly use
its best efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued;
(x) not file any amendment or supplement to such
registration statement or prospectus to which a majority in interest of such
holders shall have reasonably objected on the grounds that such amendment or
supplement does not comply in all material respects with the requirements of the
Securities Act or the rules and regulations thereunder, after having been
furnished with a copy thereof at least five business days prior to the filing
thereof, unless in the opinion of counsel for the Company the filing of such
amendment or supplement is reasonably necessary to protect the Company from any
liabilities under any applicable federal or state law and such filing will not
violate applicable law; and
(xi) at the request of any such holder, furnish on the
effective date of the registration statement and, if such registration includes
an underwritten public offering, at the closing provided for in the underwriting
agreement: (i) opinions, dated such respective dates, of the counsel
representing the Company for the purposes of such registration, addressed to the
underwriters, if any, and to the holder or holders making such request, covering
such matters as such underwriters and holder or holders may reasonably request;
and (ii) letters, dated such respective dates, from the independent certified
public accountants of the Company, addressed to the underwriters, if any, and to
the holder or holders making such request, covering such matters as such
underwriters and holder or holders may reasonably request, in which letter such
accountants shall state (without limiting the generality of the foregoing) that
they are independent certified public accountants within the meaning of the
Securities Act of 1933 and that in the opinion of such accountants the financial
statements and other financial data of the Company included in the registration
statement or the prospectus or any amendment or supplement thereto comply in all
material respects with the applicable accounting requirements of the Securities
Act.
(d) The Company hereby indemnifies the holder of this Warrant and of
any common stock issued or issuable hereunder, its officers and directors, and
any person who controls such Warrant holder or such holder of common stock
within the meaning of Section 15 of the Securities Act of 1933, against all
losses, claims, damages and liabilities caused by any untrue statement of a
material fact contained in any registration statement, prospectus, notification
or offering circular (and as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) or any preliminary prospectus
or caused by any omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading except
insofar as such losses, claims, damages or liabilities are caused by any untrue
statement or omission contained in information furnished in writing to the
Company by such Warrant holder or such holder of common stock expressly for use
therein, and each such holder by its acceptance hereof severally agrees that it
will indemnify and hold harmless the Company and each of its officers who signs
such registration statement and each of its directors and each person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act
of 1933 with respect to losses, claims, damages or liabilities which are caused
by any untrue statement or omission contained in information furnished in
writing to the Company by such holder expressly for use therein.
9. Additional Right to Convert Warrant.
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(a) The holder of this Warrant shall have the right to require the
Company to convert this Warrant (the "Conversion Right") at any time prior to
its expiration into shares of Common Stock as provided for in this Section 9.
Upon exercise of the Conversion Right, the Company shall deliver to the holder
(without payment by the holder of any Exercise Price) that number of shares of
Common Stock equal to the quotient obtained by dividing (x) the value of the
Warrant at the time the Conversion Right is exercised (determined by subtracting
the aggregate Exercise Price for the Warrant Shares in effect immediately prior
to the exercise of the Conversion Right from the aggregate Fair Market Value for
the Warrant Shares immediately prior to the exercise of the Conversion Right) by
(y) the Fair Market Value of one share of Common Stock immediately prior to the
exercise of the Conversion Right.
(b) The Conversion Right may be exercised by the holder, at any time
or from time to time, prior to its expiration, on any business day by delivering
a written notice in the form attached hereto (the "Conversion Notice") to the
Company at the offices of the Company exercising the Conversion Right and
specifying (i) the total number of shares of Stock the Warrant holder will
purchase pursuant to such conversion and (ii) a place and date not less than one
nor more than twenty (20) business days from the date of the Conversion Notice
for the closing of such purchase.
(c) At any closing under Section 9(b) hereof, (i) the holder will
surrender the Warrant and (ii) the Company will deliver to the holder a
certificate or certificates for the number of shares of Common Stock issuable
upon such conversion, together with cash, in lieu of any fraction of a share,
and (iii) the Company will deliver to the holder a new warrant representing the
number of shares, if any, with respect to which the warrant shall not have been
exercised.
(d) "Fair Market Value" means, with respect to the Company's common
stock, as of any date:
(i) if the common stock is listed or admitted to unlisted
trading privileges on any national securities exchange or is not so listed or
admitted but transactions in the common stock are reported on the NASDAQ
National Market System, the reported closing price of the common stock on such
exchange or by the NASDAQ National Market System as of such date (or, if no
shares were traded on such day, as of the next preceding day on which there was
such a trade); or
(ii) if the common stock is not so listed or admitted to
unlisted trading privileges or reported on the NASDAQ National Market System,
and bid and asked prices therefor in the over-the-counter market are reported by
the NASDAQ system or National Quotation Bureau, Inc. (or any comparable
reporting service), the mean of the closing bid and asked prices as of such
date, as so reported by the NASDAQ System, or, if not so reported thereon, as
reported by National Quotation Bureau, Inc. (or such comparable reporting
service); or
(iii) if the common stock is not so listed or admitted to
unlisted trading privileges, or reported on the NASDAQ National Market System,
and such bid and asked prices are not so reported by the NASDAQ system or
National Quotation Bureau, Inc. (or any comparable reporting service), such
price as the Company's Board of Directors determines in good faith in the
exercise of its reasonable discretion.
IN WITNESS WHEREOF, Executive Wealth Management Services, Inc. has caused
this Warrant to be executed by its duly authorized officers and this Warrant to
be dated as of July __, 1998.
Executive Wealth Management Services, Inc.
By:/s/Guy S. Della Penna____________________
------------------------
Guy Della Penna
Chief Executive Office
ATTEST:
____________________________
EXERCISE FORM
(TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)
Executive Wealth Management Services, Inc.
The undersigned, holder of the within warrant, hereby irrevocably elects to
exercise the purchase right represented by such warrant for, and to purchase
thereunder __________________ shares of the Common Stock, $.002 par value, of
Executive Wealth Management Services, Inc. and herewith makes payment of $
______________ therefor, and requests that the certificates for such shares be
issued in the name of _____________________________________________________ and
be delivered to _____________________________________________________ whose
address is ______________________________________________________.
Dated: _____________________
_________________________________________
(Signature must conform in all respects to the name of
the name of holder as specified on the face of the warrant)
(Address)
(City - State - Zip)
ASSIGNMENT FORM
(TO BE SIGNED ONLY UPON TRANSFER OF THE WARRANT)
For value received, the undersigned hereby sells, assigns and transfers
unto _________________________________________________ the right represented by
the within warrant to purchase _________________________ of the shares of Common
Stock, $.002 par value, of Executive Wealth Management Services, Inc. to which
the within warrant relates, and appoints _______________________________
attorney to transfer said right on the books of Executive Wealth Management
Services, Inc., with full power of substitution in the premises.
Dated: _________________
________________________________
(Signature must conform in all respects to the name of
holder as specified on the face of the warrant)
(Address)
(City - State - Zip)
In the presence of:
CONVERSION NOTICE
(TO BE SIGNED ONLY UPON EXERCISE OF CONVERSION RIGHT
SET FORTH IN SECTION 9 OF THE WARRANT)
To Executive Wealth Management Services, Inc.:
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the Conversion Right set forth in Section 9 of such Warrant
and to purchase ______________________________________ shares of the Common
Stock, $.002 par value, of Executive Wealth Management Services, Inc. The
closing of this conversion shall take place at the offices of the undersigned on
____________________________. Certificates for the shares to be delivered at
the closing shall be issued in the name of
______________________________________, whose address is
______________________________________________________.
Dated: __________________________
___________________________________
(Signature must conform in all respects to the
name of holder as specified on the face of the Warrant)
(Address)
(City - State - Zip)
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 6/30/03 | | 1 | | | | | None on these Dates |
| Filed on: | | 8/11/98 |
| List all Filings |
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