Exhibit 4.5
NON-TRANSFERABLE WARRANT TO PURCHASE COMMON STOCK
_______ Shares of Common Stock of MEDTOX Scientific, Inc.
___________, 2001
THIS CERTIFIES THAT, ________________ (the "Holder"), is entitled to
subscribe for and purchase from MEDTOX Scientific, Inc., a Delaware corporation
(the "Company") from September 30, 2002 through September 30, 2004 up to
_________ (_______) fully paid and non-assessable shares (the "Shares") of the
Company's Common Stock, $.15 par value (the "Common Stock") at a price of $10.75
per share.
In addition to the aforedescribed conditions of exercise, this Warrant
is subject to the following provisions, terms and conditions:
1. Exercise of Warrant. The purchase rights under this Warrant must be
exercised, in whole or in part, by the Holder surrendering this Warrant with the
form of subscription attached hereto duly executed by such Holder, to the
Company at its principal office, accompanied by payment, in cash or by certified
or official bank check payable to the order of the Company, of the purchase
price payable in respect of the Common Stock being purchased. If less than all
of the Common Stock is purchased, the Company will, upon such exercise, execute
and deliver to the Holder hereof a new Warrant (dated the date hereof)
evidencing the number of shares of Common Stock not so purchased. As soon as
practicable after the exercise of this Warrant and payment of the purchase
price, the Company will cause to be issued in the name of and delivered to the
Holder hereof, or as such Holder may direct, a certificate or certificates
representing the Shares purchased upon such exercise.
The Company may require that such certificate or certificates contain
on the face thereof a legend substantially as follows:
"The securities represented by the within certificate have not
been registered under the Securities Act of 1933, as amended,
or under the applicable provisions of any State Blue Sky laws,
and may not be sold, transferred or otherwise disposed of
unless (1) the Company consents in writing to such transfer,
or (2) at the time of the proposed transfer, the securities
are eligible for public resale under Rule 144 of the General
Rules and Regulations of the Securities and Exchange
Commission under the Securities Act (or successor rule if Rule
144 is no longer then in effect) and such transfer is made
pursuant to Rule 144."
2. Negotiability and Transfer. This Warrant may not be sold, pledged,
gifted or otherwise transferred without the express written consent of the
Company.
3. Antidilution Adjustments. In case the Company shall at any time
hereafter subdivide (i.e., stock split) or combine (i.e., reverse stock split)
its outstanding shares of Common Stock, or declare a dividend payable in Common
Stock, the exercise price 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
proportionately decreased, in the case of subdivision or declaration of a
dividend payable in Common Stock, and each share of Common Stock purchasable
upon exercise of the Warrant shall be changed to the number determined by
dividing the then current exercise price by the exercise price as adjusted after
such subdivision, combination or dividend payable in Common Stock.
No fractional shares of Common Stock are to be issued upon the exercise
of the 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 per share value of Common Stock on the day of exercise as
determined in good faith by the Company.
In case of any capital reorganization or any reclassification of the
shares of Common Stock of the Company, or in the case of any consolidation with
or merger of the Company into or with another corporation, or the sale of all or
substantially all of its assets to another corporation effected in such manner
that the holders of common shares shall be entitled to receive stock, securities
or assets with respect to or in exchange for Common Stock, then, as a part of
such reorganization, reclassification, consolidation, merger or sale, as the
case may be, lawful provision shall be made so that the Holder of the Warrant
shall have the right thereafter to receive, upon the exercise hereof, the kind
and amount of shares of stock or other securities or property which the holder
would have been entitled to receive if, immediately prior to such
reorganization, reclassification, consolidation or merger, the Holder had held
the number of shares of Common Stock which were then purchasable upon the
exercise of the Warrant. In any such case, appropriate adjustment (as determined
in good faith by the Board of Directors of the Company) shall be made in the
application of the provisions set forth herein with respect to the rights and
interest thereafter of the Holder of the Warrant, to the end that the provisions
set forth herein (including provisions with respect to adjustments of the
exercise price) shall thereafter be applicable, as nearly as reasonably maybe,
in relation to any shares of stock or other property thereafter deliverable upon
the exercise of the Warrant.
When any adjustment is required to be made in the exercise price,
initial or adjusted, the Company shall forthwith determine the new exercise
price; and
(a) Prepare and retain on file a statement describing in reasonable
detail the method used in arriving at the new exercise price; and
(b) Cause a copy of such statement to be mailed to the Holder of the
Warrant as of a date within then (10) days after the date when the
circumstances giving rise to the adjustment occurred.
4. No Registration Rights. No Holder of the Warrant shall have any
registration rights under the terms of the Warrant with respect to either the
Warrant or the securities issuable upon exercise of the Warrant.
5. Limitation of Rights; Notices. The Holder of the Warrant shall have no
voting rights or dividend rights with respect to the Shares before exercise and
payment therefor. The Company shall mail a notice to the registered Holder of
the Warrant, at the Holder's last known post office address appearing on the
books of the Company, not less than fifteen (15) days prior to the date on which
(a) a record will be taken for the purpose of determining the holders of Common
Stock entitled to dividends, or (b) a record will be taken (of in lieu thereof,
the transfer books will be closed) for the purpose of determining the holders of
Common Stock entitled to notice of and to vote at a meeting of stockholders at
which any capital reorganization, reclassification of shares of Common Stock,
consolidation, merger, dissolution, liquidation, winding up or sale of
substantially all of the Company's assets shall be considered and acted upon.
6. Reservation of Common Stock. A number of shares of Common Stock
sufficient to provide for the exercise of the Warrant upon the basis herein set
forth shall at all times be reserved for the exercise thereof.
7. Miscellaneous. The representatives, warranties and agreements herein
contained shall survive the exercise of the Warrant. References to the "holder
of" include the immediate holders of shares purchased on the exercise of the
Warrant, and the words "holder" shall include the plural thereof.
All shares of Common Stock or other securities issued upon the exercise
of the Warrant shall be validly issued, fully paid and nonassessable, and the
Company will pay all taxes in respect of the issuer thereof.
8. Acknowledgement of the Warrant Holder. The Holder hereby represents and
warrants as follows:
(a) to the extent requested, the Holder has provided the Company with
complete and accurate information concerning its knowledge, experience and
financial condition;
(b) as a sophisticated investor, the Holder has such knowledge and
experience in financial business matters that it believes it is capable of
evaluating the merits and risks of the prospective investment in the
Warrant;
(c) the Holder recognizes that investment in the Warrant may involve a
high degree of risk and immediate substantial dilution, that the purchase
of the Warrant maybe a long-term investment, that transferability and
resale is restricted and that, in the event of disposition of the
underlying capital stock, the undersigned could sustain a loss;
(d) in connection with the purchase of the Warrant, the Holder
represents and warrants that the Holder intends to acquire the Warrant for
the Holder's own account for investment purposes and not with a view to or
for resale in connection with any distribution thereof, and agrees that the
Holder will not sell or assign the Warrant without registration under all
applicable securities law or appropriate exemption therefrom. The
undersigned understands and acknowledges that the Warrant has not been
registered under the Securities Act of 1933 nor under applicable Blue Sky
laws, pursuant to exemption therefrom, which depend upon its investment
intention. The undersigned also understands and acknowledges that the
underlying capital stock has not been nor will be registered under
applicable securities laws and therefore will not be freely transferable
and that the shares of capital stock will be marked with an appropriate
legend reciting the resale restrictions.
IN WITNESS WHEREOF, this Warrant has been duly executed by MEDTOX
Scientific, Inc. this ____ day of ____________, 2001.
MEDTOX SCIENTIFIC, INC.
By
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Its
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The Holder hereby acknowledges the terms and conditions of the transfer
restrictions herein contained and only executes this Warrant for that purpose.