White Cap Industries Inc – IPO: ‘S-1/A’ on 10/17/97 – EX-4.1

As of:  Friday, 10/17/97   ·   Accession #:  950123-97-8678   ·   File #:  333-33767

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment #2 to Form S-1                             101    577K 
 2: EX-3.1      Form of Restated Certificate of Incorporation         30    109K 
 3: EX-3.2      Form of Restated By-Laws of the Registrant            30    121K 
 4: EX-4.1      Form of Common Stock Certificate                       2     10K 
 5: EX-5.1      Opinion and Consent of Kirkland & Ellis                2     11K 
 6: EX-10.1     Form of Stock Incentive Plan                          14     61K 
 7: EX-10.2     Form of Employment Agreement                          12     47K 
 8: EX-10.3     Form of Employment Agreement                           1      9K 
 9: EX-10.7     Form of Transaction Advisory Agreement                 6     24K 
10: EX-10.8     Form of Stockholders Agreement                         6     22K 
11: EX-23.1     Consent                                                1      6K 
12: EX-23.2     Consent                                                1      6K 

EX-4.1   —   Form of Common Stock Certificate

EX-4.1
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                                                                 EXHIBIT 4.1

------------------------------------------------------------------------------  
[WHITE CAP LOGO]
PRO CONTRACTOR SUPPLIER 

NUMBER                                                                SHARES    

 WHITE CAP INDUSTRIES, INC
WC            INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE              

                                                             SEE REVERSE FOR
                                                         CERTAIN DEFINITIONS

THIS CERTIFIES that                                          CUSIP 963505 10 2  

is the owner of                                                                 

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK (PAR VALUE $.01) OF
WHITE CAP INDUSTRIES, INC.

(herein called the Corporation), transferable on the books of the Corporation by
said owner in person or by duly authorized attorney, upon surrender of this     
Certificate properly endorsed. This Certificate and the shares of stock         
represented hereby are issued and shall be held subject to all of the provisions
of the Certificate of Incorporation and the By-Laws of the Corporation, and any 
amendments thereto, copies of which are on file with Secretary of the           
Corporation, and to the laws of the State of Delaware from time to time in      
effect to all of which the holder by acceptance hereof assents. This Certificate
is not valid until countersigned by the Transfer Agent.                         
WITNESS the facsimile seal of the Corporation and the facsimile signatures of   
its duly authorized officers.                                                   

Dated:                                                                  

/s/ Greg Grosch                                    /s/ Dan Isujioka             
  -----------------------                            -----------------------
CHAIRMAN, PRESIDENT &                                   SECRETARY       
CHIEF EXECUTIVE OFFICER                                                 

WHITE CAP INDUSTRIES, INC.
[CORPORATE  
 SEAL]
DELAWARE

EX-4.1
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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            UNIF GIFT MIN ACT--Custodian     
TEN ENT--as tenants by the entireties                  (Cust)    (Minor)  
   JT TEN--as joint tenants with right of          under Uniform Gifts to Minors
survivorship and not as tenants         Act               
in common                                         (State) 

Additional abbreviations may also be used though not in the above list. 

FOR VALUE RECEIVED, ______________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER                                  
IDENTIFYING NUMBER OF ASSIGNEE                                    
______________________________________                                  

______________________________________                                  

    ____________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
    ____________________________________________________________________________

    ____________________________________________________________________________

    _____________________________________________________________________ SHARES

 OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY

    IRREVOCABLY CONSTITUTE, AND APPOINT _______________________________________.

ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED    
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.            

DATED ___________________________                                       

                                     _________________________________________
                                 THE SIGNATURE TO THIS ASSIGNMENT MUST
                                    CORRESPOND WITH THE NAME AS WRITTEN UPON
                       NOTICE:  THE FACE OF THE CERTIFICATE IN EVERY
                             PARTICULAR, WITHOUT ALTERATION OR
                               ENHANCEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:                                                

__________________________________                                      

THE SIGNATURE(S) SHOULD BE GUARAN-                                      
TEED 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                                         
S.E.C. RULE 17Ad-15.