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 First Amendment to Registration Statement 60 227K
2: EX-4 Instrument Defining the Rights of Security Holders 2 14K
-- warrant
3: EX-4 Warrant Agreement 8 33K
4: EX-5 Legal Opinion Revised 2± 9K
5: EX-10 Acquisition of Product Line 16 63K
6: EX-23 Consent of Auditor 1 6K
7: EX-23 Counsel's Consent 1 5K
EX-4 — Instrument Defining the Rights of Security Holders — warrant
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TEXXAR, INC.
(INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)
CLASS [ ] WARRANT CERTIFICATE
This certifies that: Nexgen Holdings, Inc., the registered Holder or
registered assign (the "Holder"), is the owner for value received of: 1,000,000
warrants (the "Warrants") (subject to adjustment as hereinafter referred to),
each of which Warrants entitles the Holder to purchase during the period
commencing --------- and expiring at 5:00 P.M. Eastern Time on ------, 200-, one
fully paid, non-assessable share of common stock, $.001 par value per share
("Share") of Texxar, Inc., a Delaware corporation (the
"Company"), upon payment of $ [ ] per share (the "Exercise Price"), provided,
however, that the number of Shares purchasable upon exercise of each Warrant may
be increased or reduced and the Exercise Price adjusted in the event of a stock
dividend, stock split, reclassification, reorganization, consolidation, merger,
sale of all or substantially all of the property of the Company, sales of stock
at less than the greater of market value or the Exercise Price or other dilutive
transactions. The Exercise Price of Warrants represented by this Warrant
Certificate is payable either in cash or by bank draft to the order of the
Company. No adjustment shall be made for any dividends on any Shares issuable
upon exercise of the Warrants represented by this Warrant Certificate.
In order to exercise these Warrants, the form of election to purchase on
the reverse side must be properly completed and executed. If Warrants
represented by this Warrant Certificate are exercised with respect to fewer than
all Shares purchasable, certificates representing Warrants to purchase the
remaining number of Shares will be issued.
The Company shall not be required to issue fractions of Shares upon the
exercise of Warrants, but the holder shall have the right to purchase a whole
Share.
Warrants are transferable at the office of the warrant agent by the Holder
thereof in person or by attorney duly authorized in writing, but only upon
surrender of the Warrant Certificate and the payment of transfer taxes, if any.
Upon any such transfer, a new Warrant Certificate or new Warrant Certificates of
different denominations of like tenor and representing in the aggregate the
right to purchase a like number of Shares, will be issued to the transferee in
exchange for this Warrant Certificate.
This Warrant Certificate, when surrendered at the office of the warrant
agent by the Holder in person or by attorney duly authorized in writing, may be
exchanged for any other Warrant Certificates of different denominations of like
tenor and representing in the aggregate the right to purchase a like number of
Shares.
If this Warrant Certificate shall be surrendered for exercise within any
period during which the transfer books for the Shares or other securities
purchasable upon the exercise of Warrants are closed for any reason, the warrant
agent shall not be required to make delivery of Certificates for the securities
purchasable upon such exercise until the date of the reopening of said transfer
books.
The Holder shall not be entitled to any of the rights of a shareholder of
the Company prior to exercise hereof.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
COUNTERSIGNED:
Olde Monmouth Stock Transfer Co., Inc.
200 Memorial Parkway
Atlantic Highlands, New Jersey 07716
AUTHORIZED SIGNATURE
Dated: ----------------
TEXXAR, INC.
/s/Vandana Govil CORPORATE SEAL /s/Aron Govil
------------------ 2001 --------------------
Secretary DELAWARE President
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common and not as community property
UNIFORM GIFTS TO MINORS ACT
(Custodian) (Minor)
under the Uniform Gifts of Minors Act of the State of ------------------
EXERCISE
I or we hereby irrevocably elect to exercise the right of purchase
represented by this certificate to purchase ------ shares of the common stock of
the Company ("Shares") and hereby make payment of ----------------- (number of
shares purchased multiplied by $--) payable to the order of Nexgen Publishing
Group, Inc., in payment of the exercise price for such Shares, and request that
certificates for the Shares shall be issued in the name of:
Please insert social security or EIN number
or other identifying number: -------------------------
(Insert name address, including zip code):
------------------------------------------------------
------------------------------------------------------
And, if such number of Shares shall not be all of the shares purchasable
hereunder, that a new Warrant Certificate or like tenor for the balance of the
remaining Shares purchasable hereunder be delivered to the undersigned at the
address above.
IMPORTANT: The name of the person exercising this warrant must correspond
with the name of the Warrantholder written on the face of this Certificate in
every particular, without alteration or any change whatever, unless it has been
assigned by completing the Assignment form below.
DATED: ---------------- 20-- X---------------------------------------
Signature of Registered Holder
X---------------------------------------
Signature of Registered Holder
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
Please insert social security or EIN number
or other identifying number: -----------------
(Insert name and address, including zip code):
----------------------------------------------------
----------------------------------------------------
The right to purchase -------------- Shares evidenced by this Warrant, and
does hereby irrevocably constitute and appoint any officer of the Company or its
transfer agent and registrar as lawful Attorney to transfer such right on the
books of the Company with full power of substitution in the premises.
DATED: -------------, 20-- X---------------------------------------
Signature of Registered Holder
X---------------------------------------
Signature of Registered Holder
IMPORTANT: Every registered owner of this Certificate must sign it to
assign or otherwise transfer Warrants. The above signature or signatures must
correspond with the name or names written on the face of this Certificate in
every particular, without alteration, enlargement or any change whatever. Each
signature should be "medallion" guaranteed by an eligible guarantor institution
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) with
membership in an approved signature guarantee Medallion Program pursuant to Rule
17Ad-15 of the Securities Exchange Act of 1934.
SIGNATURE GUARANTEE:
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