Exhibit 4.2
THE WARRANTS EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES
LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
DISTRIBUTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR
HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT AND UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE
WARRANTS EVIDENCED HEREBY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER
AS SET FORTH HEREIN.
VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2001
No. R-1 JUNE 2, 1997
LANCIT MEDIA ENTERTAINMENT, LTD.
WARRANTS TO PURCHASE COMMON STOCK
THIS CERTIFIES that Robinson Lerer & Montgomery, LLC ("Robinson Lerer"),
and its successors and assigns to the extent permitted hereunder (hereinafter,
the "Holder"), is the registered holder of Warrants entitling the Holder to
purchase from Lancit Media Entertainment, Ltd., a corporation organized and
existing under the laws of the State of New York (the "Company"), subject to the
terms and conditions set forth herein, up to ONE HUNDRED TWENTY-TWO THOUSAND
NINETY-THREE (122,093) fully paid and non-assessable shares (each, a "Warrant
Share") of the Common Stock, par value $0.001 per share, of the Company (subject
to adjustment as provided herein, the "Common Stock") at a price per Warrant
Share of $3.625 (subject to adjustment as provided herein, the "Purchase
Price"). The Holder shall be entitled to exercise the Warrants, in whole or in
part, upon surrender of this Warrant Certificate, submission of the subscription
form annexed hereto duly executed, and payment in lawful money of the United
States of the Purchase Price in respect of the Warrant Shares being purchased at
any time on or after the date hereof and at or prior to 5:00 P.M. (New York City
Time) on June 2, 2001 at the office of the Company or, if the Company shall
designate a warrant transfer agent, at the office of such warrant transfer
agent. Upon the partial exercise of the Warrants evidenced by this Certificate,
the Company shall issue or cause to be issued to the Holder a certificate
evidencing the balance of the Warrants not then exercised. The Warrants
represented by this Warrant Certificate may not be exercised as to a fraction of
a Warrant Share. Payment of the Purchase Price shall be made by wire transfer to
an account designated by the Company in writing or by certified or official bank
check.
1. Upon the surrender of this Warrant Certificate, delivery of a duly
executed subscription form and payment of the Purchase Price for the Warrants to
be exercised, as herein provided, such Warrants shall be deemed to have been
exercised and the person exercising the same shall become the holder of record
of the Warrant Shares so purchased for all purposes on the date of such
surrender, delivery and payment; provided, however, that if such date is a date
on which the stock transfer books of the Company are closed, such person shall
be deemed to have become the record holder of such shares of Common Stock on the
next succeeding date on which the stock transfer books are open. As soon as
practicable after such surrender, delivery and payment, the Company shall issue
and deliver to the Holder a certificate or certificates representing the Warrant
Shares so purchased and, in the case of a fractional interest in a Warrant
Share, cash as herein provided. Upon surrender of this Warrant Certificate to
the Company (or its warrant transfer agent, if any), the Company (or warrant
transfer agent) shall cancel this Warrant Certificate, and to the extent there
is a partial exercise of the Warrants evidenced hereby, the Holder of this
Warrant Certificate shall receive a replacement Warrant Certificate of like
tenor and date evidencing the number of Warrants that shall not have been
exercised, unless such Warrants shall have expired.
2. Notwithstanding the foregoing, if the Company shall give notice to its
shareholders of the liquidation, dissolution or winding up of the Company, the
right to exercise the Warrants evidenced hereby shall terminate at the close of
business on the third full business day prior to the record date for determining
the Company's shareholders entitled to receive any distribution upon
liquidation, dissolution or winding up, as such record date is specified in such
notice.
3. The number and kinds of shares of stock of the Company issuable upon
exercise, in whole or in part, of the Warrants evidenced hereby are subject to
modification and adjustment upon the happening of certain events, as follows:
(a) If, at any time after the date hereof, the Company shall declare or pay
a dividend or make a distribution to its shareholders consisting of Common
Stock, the Holder shall, upon the exercise of such Warrants after the record
date for such dividend, receive, in addition to the Warrant Shares otherwise
issuable upon such exercise, the number of shares of Common Stock which the
Holder would have been entitled to receive had the Holder exercised such
Warrants immediately prior to the record date for such dividend.
(b) If, at any time after the date hereof, the Company shall, by
subdivision, combination or reclassification of Common Stock, or through merger
or consolidation, or otherwise, alter or modify the number, kind or class of
shares of Common Stock, or other securities or property of the Company, then, as
of the record date for such alteration or modification, the Warrant Shares
issuable upon the exercise of a Warrant shall be adjusted so as to amount to the
number of shares of capital stock or other securities or property of the Company
that the Holder would have owned or would have been entitled to receive had the
Warrants evidenced hereby been exercised immediately prior to the record date
for such subdivision, combination or reclassification of Common Stock, or
merger, consolidation or other alteration or modification.
(c) Unless the context otherwise indicates, all references to Warrant
Shares in this Warrant Certificate shall, in the event of an adjustment
hereunder, be deemed to refer also to any other securities or property
receivable upon exercise of the Warrants pursuant to such adjustment.
(d) This Warrant Certificate need not be amended because of any adjustment
in the number and/or content of Warrant Shares pursuant hereto, and any Warrant
Certificate delivered after such adjustment may state the same number of Warrant
Shares as is stated in the Warrant Certificate originally delivered. However,
the Company may, with the prior written consent of the Holder, amend the form of
Warrant Certificate, provided such amendment in form does not affect the
substance thereof; and any Warrant Certificate thereafter countersigned and
delivered, whether in exchange or substitution for an outstanding Warrant
Certificate or otherwise, may be in such amended form.
(e) If, by reason of the calculation of the number of Warrant Shares
issuable upon exercise of the Warrants or any adjustment made pursuant to the
terms hereof, the Holder would be entitled, upon any exercise hereof, to receive
a fractional interest in a share of Common Stock, the Company shall, upon such
exercise, purchase such fractional interest for an amount in cash equal to (i)
the then current market value of such fractional interest, computed on the basis
of the average closing bid and asked prices of shares of Common Stock on the
exercise date as furnished to the Company by any member of member firm of a
registered national securities exchange selected from time to time by the
Company for that purpose or (ii) if such shares of Common Stock are listed on a
national securities exchange or traded on a national market system, at the
closing price of such shares on the exercise date.
(f) Except as otherwise set forth herein, the Holder shall not, upon any
exercise hereof, be entitled to any dividends that may have accrued since the
date hereof with respect to the Warrant Shares issuable in respect thereof, or
to any interest that may have accrued upon any evidence of indebtedness included
in the Warrant Shares.
(g) Whenever an adjustment in respect of the Warrant Shares or the Purchase
Price is made pursuant to the terms hereof, the Company shall promptly mail to
the Holder at the address registered with the Company a notice setting forth
such adjustment and the reasons therefor and the calculation thereof. In the
event that any of the circumstances described in clause (a) or (b) above occur,
the Purchase Price shall, if applicable, be adjusted accordingly.
Notwithstanding anything to the contrary herein, no provisions of this Warrant
Certificate shall entitle the Holder to any adjustment in Warrant Shares as a
result of the issuance of any securities of the Company, or any options,
warrants or other rights to purchase any such securities, except as expressly
provided in clause (a) or (b), above.
4. In the event of the liquidation, dissolution, or winding up of the
Company (which shall not include an event described in paragraph 5), a notice
thereof shall be filed by the Company with the warrant transfer agent, if any
shall have been designated by the Company, at least thirty (30) days prior to
the record date (which date shall be specified in such notice) for determining
security holders of the Company entitled to receive any distribution upon such
liquidation, dissolution, or winding up. Such notice also shall specify the date
on which the right to exercise the Warrants shall expire. A copy of such notice
shall be mailed to the Holder at the address registered with the Company not
more than thirty (30) nor less than twenty (20) days before such record date.
5. In the case of any consolidation or merger of the Company with or into
another corporation (other than a consolidation or merger in which the Company
is the continuing corporation and which does not result in any reclassification
or change of outstanding shares of the class or classes of the Warrant Shares),
or in the case of any sale or transfer to another corporation of the property of
the Company in its entirety or substantially in its entirety, the Holder, upon
the exercise hereof in whole or in part at any time after such consolidation,
merger, sale or transfer, shall be entitled to receive the kind and amount of
shares of Common Stock and other securities and property which the Holder would
have received upon such consolidation, merger, sale, or transfer had the Holder
exercised its Warrants immediately prior thereto.
6. The issue of any shares of Common Stock or other certificates upon any
exercise of the Warrants shall be made without charge to the Holder for any
stamp or transfer tax in respect thereof. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of any certificate in a name other than that of the
Holder, and the Company shall not be required to issue or deliver any such
certificate unless and until the person or persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid.
7. (a) The Warrants evidenced by this Warrant Certificate may not be sold,
assigned, transferred, pledged or hypothecated without the express written
consent of the Company in each instance, except to (i) members of Robinson
Lerer, (ii) the spouse or any children or grand- children of any such members,
or (iii) a trust or trusts for the sole benefit of the Holder and/or one or more
of such persons. With respect to any such permitted transfer, or upon the
Holder's obtaining such consent, upon surrender of this Warrant Certificate to
the Company with a duly executed Assignment Form and funds sufficient to pay any
transfer tax, the Company shall, without additional charge, execute and deliver
a new Warrant Certificate or Warrant Certificates of like tenor in the name of
the assignee named in such Assignment Form, and this Warrant Certificate shall
promptly be canceled. Any such transfer shall be subject, if requested by the
Company, to the receipt by the Company of a written opinion of legal counsel,
which opinion shall be addressed to the Company and be reasonably satisfactory
in form and substance to the Company, to the effect that the proposed
transfer of this Warrant may be effected without registration under the
Securities Act of 1933, as amended (the "Securities Act"). In addition, the
Holder and the proposed transferee shall execute any documentation reasonably
required by the Company to ensure compliance with the terms of this Warrant
Certificate and the Securities Act. The Holder shall not be entitled to transfer
this Warrant Certificate, or any part thereof, if such legal opinion is not
reasonably acceptable to the Company or if such documentation is not provided.
The term "Warrant Certificate" as used herein shall be deemed to include any
Warrant Certificates issued in substitution or exchange for this Warrant
Certificate.
(b) Subject to the provisions of this paragraph 7, in the event of a
transfer permitted hereunder, this Warrant Certificate may be divided upon
surrender at the principal office or the Company, without charge to the Holder,
and upon such division, the Warrant Certificates issued in exchange herefor may
be transferred of record as the then holder thereof may specify without charge
to such holder (other than any applicable transfer taxes).
(c) Except as otherwise contemplated by this paragraph 7, each Warrant
Certificate issued upon direct or indirect transfer or in substitution for any
Warrant Certificate pursuant to this paragraph 7 shall be stamped or otherwise
imprinted with a restrictive legend similar to that set forth on this Warrant
Certificate, and each stock certificate for Warrant Shares issued upon the
exercise of any Warrant and each stock certificate issued upon the direct or
indirect transfer of any such Warrant Shares shall be stamped or otherwise
imprinted with a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN
MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION
THEREUNDER.
The Holder may require the Company to issue a stock certificate for Warrant
Shares, in each case without a legend, if either (i) such Warrant Shares have
been registered for resale under the Securities Act of 1933, as amended (the
"Securities Act") or (ii)such Holder has delivered to the Company an opinion of
legal counsel, which opinion shall be addressed to the Company and be reasonably
satis factory in form and substance to the Company, to the effect that such
registration is not required with respect to such Warrant Shares.
(d) Notwithstanding any contrary provision of this paragraph 7, upon the
written request of the Holder, and subject to compliance with any obligations to
notify the holders of "piggy- back" registration rights, the Company shall use
its best efforts to effect the registration of the Warrant Shares under the
Securities Act of 1933, as amended, on Form S-3 and to keep in effect a current
registration statement on Form S-3 relating to the Warrant Shares for such time
as the Warrants remain exercisable, and shall use its commercially reasonable
efforts to cause such Warrant Shares to be listed on such national securities
exchange, or to cause such Warrant Shares to be quoted on NASDAQ under such
designation, as may then be applicable to the Company's publicly traded common
stock, all at the Company's sole expense. Notwithstanding the foregoing, if the
Company shall furnish to the Holder a certificate stating that in the good faith
judgment of the Board of Directors a registration would require the premature
disclosure of material non-public information which disclosure would be
seriously detrimental to the Company, the Company's obligation to use its best
efforts to file a registration statement shall be deferred for a period not to
exceed 120 days. Following the filing of such a registration statement, the
Company shall promptly notify the Holder of the happening of any event of which
the Company has knowledge, as a result of which the Company believes the
prospectus included in the registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances then existing, not misleading, and shall
use its best efforts to prepare promptly a supplement or amendment to the
registration statement to correct such untrue statement or omission, and deliver
a number of copies of such supplement or amendment (after the same has become
effective) to the Holder as the Holder may reasonably request; in such event,
the Holder shall suspend sales pursuant to the registration statement until such
supplement or amendment has been so filed and delivered.
8. Subject to the terms and conditions hereof, upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant Certificate and, in the case of loss, theft or
destruction, of such bond or indemnification as the Company may reasonably
require, and, in the case of such mutilation, upon surrender and cancellation of
this Warrant Certificate, the Company will execute and deliver a new Warrant
Certificate of like tenor.
9. This Warrant Certificate and the Warrants evidenced hereby shall not
entitle the Holder to any rights of a shareholder of the Company either at law
in or equity including, without limitation, the right to vote, to receive
dividends and other distributions, to exercise any preemptive rights or to
receive any notice of meetings of shareholders or of any other proceedings of
the Company, except as expressly provided herein.
10. To the extent then unexercised, this Warrant Certificate, in all
events, shall be canceled and have no effect after 5:00 P.M. (New York City
Time) on June 2, 2001.
11. In the event that one or more of the provisions of this Warrant
Certificate shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Warrant Certificate, but this Warrant Certificate
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
12. The Company hereby represents and warrants to the Holder as of the date
hereof as follows:
(a) The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of New York, with full corporate power
and authority to own, lease and operate its respective properties and to carry
on its business in the places and in the manner as currently conducted and as
currently contemplated to be conducted.
(b) The execution, delivery and performance by the Company of this Warrant
Certificate is within the corporate power of the Company, and this Warrant
Certificate has been duly and validly authorized, executed and delivered by the
Company. This Warrant Certificate and the Warrants evidenced hereby constitute
the valid and binding obligations of the Company, enforceable in accordance with
their terms, except as such enforceability may be subject to bankruptcy,
insolvency, moratorium and other similar laws affecting creditors' rights
generally and to general equitable principles.
13. This Warrant Certificate shall be binding upon the successors and
assigns of the Company.
14. This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
provisions thereof governing conflicts of law.
15. All the covenants, agreements, representations and warranties contained
in this Warrant Certificate shall bind the parties hereto and their respective
heirs, executors, administrators, distributors, successors and assigns.
Assignability of rights is limited under the terms of this Warrant Certificate.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed and delivered by its officer hereunder duly authorized.
LANCIT MEDIA ENTERTAINMENT, LTD.
By: /s/ SUSAN L. SOLOMON
--------------------------------------------
Susan L. Solomon, Chief Executive Officer
[Form of Subscription]
(To be Delivered by the Holder desiring to exercise
any of the Warrants evidenced by the Warrant Certificate)
To: LANCIT MEDIA ENTERTAINMENT, LTD.
The undersigned hereby irrevocably elects to exercise Warrants, pursuant to
the Warrant Certificate issued by Lancit Media Entertainment, Ltd. (the
"Company") to the Holder, dated __________________ (the "Warrant Certificate"),
for, and to purchase thereunder, full shares of Common Stock of the Company
issuable upon exercise of said Warrants and delivery of $ in the manner
specified in the Warrant Certificate, which represents payment in full of the
Purchase Price for said Warrants.
The undersigned requests that [a] certificate[s] for such shares be issued
in the name[s] of .
HOLDER'S SOCIAL SECURITY
OR TAX IDENTIFICATION NUMBER:
(Please print name and address)
(Signature)
If said number or Warrants shall not be all of the Warrants evidenced by
the Warrant Certificate, the undersigned requests that a new Warrant Certificate
evidencing the Warrants not so exercised be issued in the name of and delivered
to:
(Please print name and address)
(Signature)
NOTICE: The signature on this subscription form must correspond with the name as
written upon the face of the Warrant Certificate, or upon the assignment
thereof, in every particular, without alteration, enlargement, or any change
whatsoever and must be guaranteed by a participant in a signature guarantee
program recognized by The Securities Transfer Association, Inc.
FORM OF ASSIGNMENT
(To be executed only upon transfer of this Warrant as permitted by the within
Warrant Certificate)
For value received, the undersigned registered holder of the within Warrant
Certificate hereby sells, assigns and transfers unto the right represented by
such Warrant Certificate to purchase ___________ shares of Common Stock of
Lancit Media Entertainment, Ltd. (the "Company"), to which such Warrant
Certificate relates and all other rights of the holder thereof under the
Warrants evidenced thereby and appoints _______________ Attorney to make such
transfer on the books of the Company maintained for such purpose, with full
power of substitution in the premises.
Dated: __________________
(Signature)
(Print Name)
(Street Address)
(City) (State) (Zip Code)
Signed in the presence of:
transfer on the books of the Company maintained for such purpose, with full
power of substitution in the premises. Dated: __________________ (Signature)
(Print Name) (Street Address) (City) (State) (Zip Code) Signed in the presence
of: ___________________________
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