Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 84± 341K
Issuer
2: EX-1 Underwriting Agreement 2± 12K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 2± 11K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 31± 114K
5: EX-4 Instrument Defining the Rights of Security Holders 11± 45K
6: EX-5 Opinion re: Legality 1 6K
7: EX-6 Opinion re: Discount on Capital Shares 2± 11K
8: EX-7 Opinion re: Liquidation Preference 8± 37K
9: EX-8 Opinion re: Tax Matters 31± 115K
10: EX-9 Voting Trust Agreement 12± 45K
EX-7 — Opinion re: Liquidation Preference
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE
144 UNDER SUCH ACT.
WARRANT TO PURCHASE STOCK
of
VALUE HOLDINGS, INC.
Void after August 10, 2002
This Warrant is issued to Roycap, Inc., an Ontario
corporation ( Roycap ), or its registered assigns( Holder ) by
Value Holdings, Inc., a Florida corporation (the Company ), on
August 10, 2000 (the Warrant Issue Date ). This Warrant is issued
pursuant to that certain 10% Convertible Debenture between Value
and Roycap, a copy of which is attached hereto as Attachment A (the
Debenture ).
1. Purchase Shares. Subject to the terms and conditions
hereinafter set forth, the Holder is entitled, upon surrender of
this Warrant at the principal office of the Company (or at such
other place as the Company shall notify the holder hereof in
writing), to purchase from the Company up to 5,000,000 (Five
Million) fully paid and nonassessable shares of Common Stock of the
Company, as constituted on the Warrant Issue Date (the Stock ).
The number of shares of Stock issuable pursuant to this Section 1
(the Shares ) shall be subject to adjustment pursuant to Section
8 hereof.
2. Exercise Price. The purchase price for the Shares
shall be US$0.14, as adjusted from time to time pursuant to Section
8 hereof (the Exercise Price ).
3. Exercise Period. This Warrant shall be exercisable,
in whole or in part, during the term commencing on the date thirty
(30) days after the Warrant Issue Date and ending at 5:00 p.m. on
August 10, 2002; provided, however, that in the event of (a) the
closing of the Company's sale or transfer of all or substantially
all of its assets, or (b) the closing of the acquisition of the
Company by another entity by means of merger, consolidation or
other transaction or series of related transactions, resulting in
the exchange of the outstanding shares of the Company s capital
stock unless (i) the shareholders of the Company immediately prior
to such transaction or series of related transactions are
holders of a majority of the voting equity securities of the
surviving or acquiring corporation immediately thereafter and (ii)
each of such shareholders immediately prior to such transaction or
series of related transactions holds the same pro rata share of
such majority of the voting equity securities of the surviving or
acquiring corporation as each hold of the Company immediately prior
to such transaction or series of related transactions, this Warrant
shall, on the date of such event, no longer be exercisable and
become null and void. In the event of a proposed transaction of the
kind described above, the Company shall notify the Holder at least
twenty (20) days prior to the consummation of such event or
transaction; provided, however, that the Holder shall in any event
have at least forty (40) days after the Warrant Issue Date to
exercise this Warrant.
4. Method of Exercise. While this Warrant remains
outstanding and exercisable in accordance with Section 3 above, the
Holder may exercise, in whole or in part, the purchase rights
evidenced hereby. Such exercise shall be effected by:
(a) the surrender of the Warrant, together with a
duly executed copy of the form of Notice of Election attached
hereto, to the Secretary of the Company at its principal offices;
and
(b) the payment to the Company of an amount equal to
the aggregate Exercise Price for the number of Shares being
purchased.
5. Representations and Warranties of Holder. The Holder
hereby represents and warrants that:
(a) Authorization. The Holder has full power and
authority to enter into this Warrant, and this Warrant constitutes
its valid and legally binding obligation, enforceable in accordance
with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors rights generally
and (ii) as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable
remedies.
(b) Purchase Entirely for Own Account. This Warrant
is being issued to such Holder in reliance upon such Holder's
representation to the Company, which by such Holder s execution of
this Warrant such Holder hereby confirms, that this Warrant, the
Common Stock to be received by such Holder upon exercise of this
Warrant(the Securities ) will be acquired for investment for
such Holder s own account, not as a nominee or agent, and not with
a view to the resale or distribution of any part thereof, and that
such Holder has no present intention of selling, granting any
participation in, or otherwise distributing the same. By executing
this Warrant, such Holder further represents that such Holder does
not have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participations to such person
or to any third person, with respect to any of the Securities.
(c) Disclosure of Information. Such Holder further
represents that it has had an opportunity to ask questions and
receive answers from the Company regarding the terms and conditions
of the offering of the Securities and the business, properties,
prospects and financial condition of the Company.
(d) Investment Experience. Such Holder is an
investor in securities of companies that are considered Penny
Stocks and acknowledges that it is able to fend for itself, can
bear the economic risk of its investment, and has such knowledge
and experience in financial or business matters that it is capable
of evaluating the merits and risks of the investment in the
Securities. If other than an individual, Holder also represents it
has not been organized for the purpose of acquiring the Securities.
(e) Accredited Investor. Such Holder is an
accredited investor within the meaning of Securities and Exchange
Commission ( SEC ) Rule 501 of Regulation D, as presently in
effect.
(f) Restricted Securities. Such Holder understands
that the Securities it is purchasing are characterized as
restricted securities under the federal securities laws inasmuch
as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable
regulations such securities may be resold without registration
under the Securities Act of 1933, as amended (the "Act"), only in
certain limited circumstances. In this connection, such Holder
represents that it is familiar with SEC Rule 144, as presently in
effect, and understands the resale limitations imposed thereby and
by the Act.
(g) Further Limitations on Disposition. Without in
any way limiting the representations set forth above, such Holder
further agrees not to make any disposition of all or any portion of
the Securities unless and until the transferee has agreed in
writing for the benefit of the Company to be bound by this Section
5, provided and to the extent this Section is then applicable,
and:
(i) There is then in effect a Registration
Statement under the Act covering such proposed disposition and such
disposition is made in accordance with such Registration Statement;
or
(ii) (A) Such Holder shall have notified the
Company of the proposed disposition and shall have furnished the
Company with a detailed statement of the circumstances surrounding
the proposed disposition, and (B) if reasonably requested by the
Company, such Holder shall have furnished the Company with an
opinion of counsel, reasonably satisfactory to the Company that
such disposition will not require registration of such securities
under the Act. It is agreed that the Company will not require
opinions of counsel for transactions made pursuant to Rule 144
except in unusual circumstances.
(iii) Notwithstanding the provisions of
Paragraphs (i) and (ii) above, no such registration statement or
opinion of counsel shall be necessary for a transfer by a Holder
(A) that is a partnership to a partner of such partnership or a
retired partner of such partnership who retires after the
date hereof, or to the estate of any such partner or retired
partner or the transfer by gift, will or intestate succession of
any partner to his or her spouse or to the siblings, lineal
descendants or ancestors of such partner or his or her spouse, or
(B) to any entity that is controlled by, controls or is under
common control with the Holder, if the transferee agrees in writing
to be subject to the terms hereof to the same extent as if he or
she were an original Holder hereunder.
(h) Legends. It is understood that the certificates
evidencing the Securities may bear one or all of the following
legends:
(i) These securities have not been registered
under the Securities Act of 1933, as amended. They may not be sold,
offered for sale, pledged or hypothecated in the absence of a
registration statement in effect with respect to the securities
under such Act or an opinion of counsel satisfactory to the Company
that such registration is not required or unless sold pursuant to
Rule 144 of such Act.
6. Certificates for Shares. Upon the exercise of the
purchase rights evidenced by this Warrant, one or more certificates
for the number of Shares so purchased shall be issued as soon as
practicable thereafter (with appropriate restrictive legends, if
applicable), and in any event within thirty (30) days of the
delivery of the subscription notice. In case the holder shall
exercise this Warrant with respect to less than all of the Shares
that may be purchased under this Warrant, the Company shall execute
a new warrant in the form of this Warrant for the balance of such
Shares and deliver such new warrant to the holder of this Warrant.
7. Issuance of Shares. The Company covenants that it will
at all times keep available such number of authorized shares of its
Common Stock, free from all preemptive rights with respect thereto,
which will be sufficient to permit the exercise of this Warrant for
the full number of Shares specified herein. The Company covenants
that the Shares, when issued pursuant to the exercise of this
Warrant, will be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens, and charges with
respect to the issuance thereof.
8. Adjustment of Exercise Price and Number of Shares. The
number of and kind of securities purchasable upon exercise of this
Warrant and the Exercise Price shall be subject to adjustment from
time to time as follows:
(a) Subdivisions, Combinations and Other Issuances. If
the Company shall at any time prior to the expiration of this
Warrant subdivide its Common Stock, by split-up or otherwise, or
combine its Common Stock, or issue additional shares of its Common
Stock as a dividend with respect to any shares of its Common Stock,
the number of Shares issuable on the exercise of this Warrant shall
forthwith be proportionately increased in the case of a subdivision
or stock dividend, or proportionately decreased in the case of a
combination. Appropriate adjustments shall also be made to the
purchase price payable per share, but the aggregate purchase price
payable for the total number of Shares purchasable under this
Warrant (as adjusted) shall remain the same. Any adjustment under
this Section 8(a) shall become effective at the close of business
on the date the subdivision or combination becomes effective, or as
of the record date of such dividend, or in the event that no record
date is fixed, upon the making of such dividend.
(b) Reclassification, Reorganization and Consolidation.
In case of any reclassification, capital reorganization, or change
in the Common Stock of the Company (other than as a result of a
subdivision, combination, or stock dividend provided for in Section
8(a) above), then, as a condition of such reclassification,
reorganization, or change, lawful provision shall be made, and
duly executed documents evidencing the same from the Company or its
successor shall be delivered to the Holder, so that the Holder
shall have the right at any time prior to the expiration of this
Warrant to purchase, at a total price equal to that payable upon
the exercise of this Warrant, the kind and amount of shares of
stock and other securities and property receivable in connection
with such reclassification, reorganization, or change by a holder
of the same number of shares of Common Stock as were purchasable by
the Holder immediately prior to such reclassification,
reorganization, or change. In any such case appropriate
provisions shall be made with respect to the rights and interest of
the Holder so that the provisions hereof shall thereafter be
applicable with respect to any shares of stock or other securities
and property deliverable upon exercise hereof, and appropriate
adjustments shall be made to the purchase price per share payable
hereunder, provided the aggregate purchase price shall remain the
same.
(c) Notice of Adjustment. When any adjustment is
required to be made in the number or kind of shares purchasable
upon exercise of the Warrant, or in the Warrant Price, the Company
shall promptly notify the holder of such event and of the number of
shares of Common Stock or other securities or property thereafter
purchasable upon exercise of this Warrant.
(d) No Impairment. The Company and the holder of this
Warrant will not, by any voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed or
performed hereunder by the Company or the holder of this Warrant,
respectively, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 9 and in the
taking of all such action as may be necessary or appropriate in
order to protect the rights of the Company and the holder of this
Warrant against impairment.
9. No Fractional Shares or Scrip. No fractional
shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant, but in lieu of such fractional shares
the Company shall make a cash payment therefor on the basis of the
Exercise Price then in effect.
10. No Shareholder Rights. Prior to exercise of
this Warrant, the Holder shall not be entitled to any rights of a
shareholder with respect to the Shares, including (without
limitation) the right to vote such Shares, receive dividends or
other distributions thereon, exercise preemptive rights or
be notified of shareholder meetings, and such holder shall not be
entitled to any notice or other communication concerning the
business or affairs of the Company. However, nothing in this
Section 10 shall limit the right of the Holder to be provided the
Notices required under this Warrant; provided further, however, the
Company will afford to the Holder the right, upon advance notice,
to meet periodically with the Company's chief financial officer
during mutually agreeable business hours to discuss the Company's
business and affairs.
11. Transfers of Warrant. Subject to compliance
with applicable federal and state securities laws, this Warrant and
all rights (but only with all related obligations) hereunder are
transferable in whole or in part by the Holder upon the prior
written consent of the Company. The transfer shall be recorded on
the books of the Company upon (i) the surrender of this Warrant,
properly endorsed, to the Company at its principal offices, (ii)
the payment to the Company of all transfer taxes and other
governmental charges imposed on such transfer and (iii) such
transferee's agreement in writing to be bound by and subject to the
terms and conditions of this Warrant. In the event of a partial
transfer, the Company shall issue to the holders one or more
appropriate new warrants.
12. Successors and Assigns. The terms and
provisions of this Warrant and the Purchase Agreement shall inure
to the benefit of, and be binding upon, the Company and the Holders
hereof and their respective successors and assigns.
13. Amendments and Waivers. Any term of this
Warrant may be amended and the observance of any term of this
Warrant may be waived (either generally or in a particular instance
and either retroactively or prospectively), with the written
consent of the Company and the Holder. Any waiver or amendment
effected in accordance with this Section shall be binding
upon each holder of any Shares purchased under this Warrant at the
timeoutstanding (including securities into which such Shares have
been converted), each future holder of all such Shares, and the
Company.
14. Notices. All notices required under this
Warrant and shall be deemed to have been given or made for all
purposes (i) upon personal delivery, (ii) upon confirmation receipt
that the communication was successfully sent to the applicable
number if sent by facsimile; (iii) one (1) business day after being
sent, when sent by professional overnight courier service, or (iv)
five (5) days after posting when sent by registered or certified
mail. Notices to the Company shall be sent to the principal office
of the Company (or at such other place as the Company shall notify
the Holder hereof in writing). Notices to the Holder shall be sent
to the address of the Holder on the books of the Company (or at
such other place as the Holder shall notify the Company hereof in
writing).
Roycap, Inc.:
4100 Yonge Street
Suite 504
Toronto, Ontario
M2P 2G2
Value Holdings:
2307 Douglas Rd., Suite 400
Miami, FL 33145
(305) 477-8770 (Fax)
15. Attorneys Fees. If any action of law or
equity is necessary to enforce or interpret the terms of this
Warrant, the prevailing party shall be entitled to its reasonable
attorneys' fees, costs and disbursements in addition to any other
relief to which it may be entitled.
16. Captions. The section and subsection headings
of this Warrant are inserted for convenience only and shall not
constitute a part of this Warrant in construing or interpreting any
provision hereof.
17. Governing Law. This Warrant shall be governed
by the laws of the State of Florida as applied to agreements among
Florida residents made and to be performed entirely within the
State of Florida.
18. Survival. The warranties, representations and
covenants contained in or made pursuant to this Warrant shall
survive the execution, delivery and exercise, if any, of this
Warrant.
IN WITNESS WHEREOF, the parties hereto have caused this
Warrant to be executed by an officer thereunto duly authorized.
VALUE HOLDINGS, INC.
By:
-------------------------------------------
Robert Ziner
Roycap, Inc.
By:
-------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------
NOTICE OF EXERCISE
------------------
To: VALUE HOLDINGS, INC.
The undersigned hereby elects to Purchase
_________________ shares of Common Stock of Value Holdings,Inc.,
pursuant to the terms of the attached Warrant and payment of the
Exercise Price per share required under such Warrant accompanies
this notice;
The undersigned hereby represents and warrants that the
undersigned is acquiring such shares for its own account for
investment purposes only, and not for resale or with a view to
distribution of such shares or any part thereof.
WARRANTHOLDER:
_________________________________________
By:______________________________________
[NAME]
Address:
_________________________________________
_________________________________________
Date:_______________
Name in which shares should be registered:
_________________________________________
Dates Referenced Herein
| This ‘SB-2’ Filing | | Date | | Other Filings |
|---|
| |  |
| | 8/10/02 | | None on these Dates |
| Filed on: | | 11/17/00 |
| | 8/10/00 |
| List all Filings |
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