Exhibit 4.3
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THE SECURITIES
WILL BE MADE BY THE COMPANY OR ITS TRANSFER AGENT, IN THE ABSENCE OF SUCH
REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
WARRANT FOR PURCHASE OF SHARES OF
COMMON STOCK OF
medtox scientifIc, inc.
July 31, 2000
For value received, _________________, ______, or their registered
assigns (the "Holder"), is entitled to purchase from MEDTOX Scientific, Inc., a
Delaware corporation (the "Company"), at any time during the five (5) year
period commencing on the date hereof, 23,000 fully paid and nonassessable shares
of the Company's Common Stock, $0.15 par value (such class of stock being
hereinafter referred to as the "Common Stock" and such Common Stock as may be
acquired upon exercise hereof being hereinafter referred to as the "Warrant
Stock"), at the price of $12.50 per share.
This Warrant is subject to the following provisions, terms and
conditions:
1. The rights represented by this Warrant may be exercised by the Holder, in
whole or in part (but not as to a fractional share of Common Stock), by written
notice of exercise delivered to the Company accompanied by the surrender of this
Warrant (properly endorsed if required) at the principal office of the Company
and upon payment to it, by cash, certified check or bank draft, of the warrant
exercise price for such shares. The Company agrees that the Warrant Stock so
purchased shall be and is deemed to be issued as of the close of business on the
date on which this Warrant shall have been surrendered and payment made for such
Warrant Stock as aforesaid. Certificates for the shares of Warrant Stock so
purchased shall be delivered to the Holder within 15 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 of Warrant
Stock, if any, with respect to which this Warrant has not been exercised shall
also be delivered to the Holder within such time. Notwithstanding the foregoing,
however, the Company shall not be required to deliver any certificates for
shares of Warrant Stock, except in accordance with the provisions and subject to
the limitations of Paragraph 5 below.
2. The Company covenants and agrees that all shares of Warrant Stock that may be
issued upon the exercise of this Warrant will, upon issuance, be duly authorized
and issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof. The Company further covenants and
agrees that until expiration of this Warrant, the Company will at all times have
authorized, and reserved for the purpose of issuance or transfer upon exercise
of this Warrant, a sufficient number of shares of Common Stock to provide for
the exercise of this Warrant.
3. The foregoing provisions are, however, subject to the following:
(a) The Warrant exercise price shall be subject to adjustment from time to
time as hereinafter provided. Upon each adjustment of the Warrant
exercise price, the holder of this Warrant shall thereafter be entitled
to purchase, at the Warrant exercise price resulting from such
adjustment, the number of shares obtained by multiplying the Warrant
exercise price in effect 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 Warrant exercise
price resulting from such adjustment.
(b) In case the Company shall at any time subdivide the outstanding Common
Stock into a greater number of shares or declare a dividend payable in
Common Stock, the Warrant exercise price in effect immediately prior to
such subdivision shall be proportionately reduced, and conversely, in
case the outstanding Common Stock shall be combined into a smaller
number of shares, the Warrant exercise price in effect immediately
prior to such combination shall be proportionately increased.
(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
("substituted property") with respect to or in exchange for such Common
Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, the Holder shall 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 Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby, such substituted property as would have been issued or
delivered to the Holder if it had exercised this Warrant and had received
upon exercise of this Warrant the Common Stock prior to such
reorganization, reclassification, consolidation, merger or sale. 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 Holder at the last address of the Holder appearing on the
books of the Company, the obligation to deliver to the Holder such shares
of stock, securities or assets as, in accordance with the foregoing
provisions, the Holder may be entitled to purchase.
(d) If the Company takes any other action, or if any other event occurs
which does not come within the scope of the provisions of Paragraphs
3(b) or 3(c), but which should result in an adjustment in the Warrant
exercise price and/or the number of shares subject to the Warrant in
order to fairly protect the purchase rights of the Holder, an
appropriate adjustment in such purchase rights shall be made by the
Company.
(e) Upon any adjustment of the Warrant exercise price, the Company shall
give written notice thereof, by first-class mail, postage prepaid,
addressed to the Holder at the address of the Holder as shown on the
books of the Company, which notice shall state the Warrant exercise
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.
4. This Warrant shall not entitle the Holder to any voting rights or
other rights as a shareholder of the Company.
5. The Holder, by acceptance hereof, represents and warrants that (a) it is
acquiring this Warrant for its own account for investment purposes only and not
with a view to its resale or distribution and (b) it has no present intention to
resell or otherwise dispose of all or any part of this Warrant. Other than
pursuant to registration under federal and state securities laws or an exemption
from such registration, the availability of which the Company shall determine in
its sole discretion, (y) the Company will not accept the exercise of this
Warrant or issue certificates for shares of Warrant Stock and (z) neither this
Warrant nor any shares of Warrant Stock may be sold, pledged, assigned or
otherwise disposed of (whether voluntarily or involuntarily). The Company may
condition such issuance or sale, pledge, assignment or other disposition on the
receipt from the party to whom this Warrant is to be so transferred or to whom
Warrant Stock is to be issued or so transferred of any representations and
agreements requested by the Company in order to permit such issuance or transfer
to be made pursuant to exemptions from registration under federal and applicable
state securities laws. Each certificate representing the Warrant (or any part
thereof) and any shares of Warrant Stock shall be stamped with appropriate
legends setting forth these restrictions on transferability. The Holder, by
acceptance hereof, agrees to give written notice to the Company before
exercising or transferring this Warrant or transferring any shares of Warrant
Stock of the Holder's intention to do so, describing briefly the manner of any
proposed exercise or transfer. Within thirty (30) days after receiving such
written notice, the Company shall notify the Holder as to whether such exercise
or transfer may be effected.
6. This Warrant shall be transferable only on the books of the Company by the
Holder in person, or by duly authorized attorney, on surrender of the Warrant,
properly assigned.
7. Neither this Warrant nor any term hereof may be changed, waived, discharged
or terminated orally but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer and to be dated as of the date set forth above.
MEDTOX SCIENTIFIC, INC.
By______________________________________
Name:
Title: