EXHIBIT 4.3
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| NUMBER | | RIGHTS |
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THIS SUBSCRIPTION CERTIFICATE WILL BE VALUELESS IF NOT
RECEIVED BY THE SUBSCRIPTION AGENT 5:00 P.M., CENTRAL STANDARD TIME
ON ________________, 1999
RIGHTS SUBSCRIPTION CERTIFICATE
CARDIA, INC.
CUSIP
THIS RIGHTS CERTIFICATE IS NOT TRANSFERABLE.
The terms and conditions of this Rights Offering are set forth in the Prospectus
relating to 1,000,000 shares of Common Stock, $.01 par value per share
("Shares"), of Cardia, Inc. (the "Company") dated __________, 1999 (the
"Prospectus") and are incorporated herein by reference. Copies of the Prospectus
are available upon request from the Company and Norwest Bank Minnesota, N.A.
(the "Subscription Agent"). Capitalized terms used herein without definition
shall have the meanings set forth in the Prospectus.
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SUBSCRIPTION PRICE: $1.00 PER SHARE
REGISTERED HOLDER:
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The rights represented by this Rights Subscription Certificate, in whole or in
part, may be exercised by duly completing Sections 1 and 2. Before exercising
Rights, Rights holders are urged to read carefully and in its entirety the
Prospectus, copies of which are available from the Company and the Subscription
Agent.
IMPORTANT - Complete the appropriate SECTION and delivery instructions, and SIGN
on reverse side. Subject to the provisions of the Prospectus, if the
instructions of the registered holder hereof are insufficient to delineate the
proper action to be taken with respect to all of the Rights evidenced hereby,
such action as is clearly delineated in such holder's instructions will be
taken.
The registered holder of Rights whose name is set forth herein, or assigns, is
entitled to subscribe for one share of Common Stock of the Company at a
Subscription Price of $1.00 per Share (the "Subscription Price") for each Right
evidenced hereby under the terms and subject to the conditions set forth in the
Prospectus. Payment of the full Subscription Price for all Shares subscribed for
pursuant to the exercise of Rights must accompany this properly completed and
duly executed Rights Subscription Certificate, payable in United States currency
by personal check, cashier's check, bank draft or money order drawn on a bank
located in the United States, payable to "Norwest Bank Minnesota, N.A., as
Subscription Agent." PLEASE WRITE YOUR RIGHTS CERTIFICATE NUMBER, SET FORTH
ABOVE, ON YOUR CHECK, BANK DRAFT OR MONEY ORDER.
Dated: CARDIA, INC.
COUNTERSIGNED: BY: /s/ JOSEPH A. MARINO
NORWEST BANK MINNESOTA N.A. ---------------------------------------
President
BY: /s/ PATRICK DELANEY
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AUTHORIZED OFFICER Secretary
CARDIA, INC.
INSTRUCTIONS: To exercise all or part of the Rights evidenced by this Rights
Subscription Certificate, please complete Section 1. In order to have the
Subscription Agent deliver Shares issued upon the exercise of Rights to another
person or delivered to an address other than the one listed on the face of this
Rights Subscription Certificate, please complete Section 2 and obtain the
required signature guarantee by a medallion institution.
ANY EXERCISE OF RIGHTS EVIDENCED HEREBY IS IRREVOCABLE.
Section 1 - EXERCISE AND SUBSCRIPTION: The undersigned hereby exercises Rights
to subscribe for Shares as indicated below, on the terms and subject to the
conditions specified in the Prospectus, receipt of which is hereby acknowledged.
(Please print all information clearly and legibly)
(i) IF YOU WISH TO EXERCISE ALL OF YOUR RIGHTS:
(a) I subscribe for my full entitlement of Shares:
______________________________________________ X $1.00 = $____________
(Number of shares - whole number only)
(b) I subscribe for additional Shares pursuant to my Oversubscription
Privilege:
______________________________________________ X $1.00 = $____________
(Number of shares - whole number only; may not
exceed the number of Rights represented by
this Rights Subscription Certificate)
TOTAL SUBSCRIPTION PRICE: $____________
(Total number of Shares subscribed for
pursuant to both the Basic Subscription
Privilege and the Oversubscription
Privilege, times the Subscription Price
of $1.00 per share)
Method of Payment (check one)
[ ] Check, Bank Draft or Money Order Payable to Norwest Bank Minnesota, N.A.,
as Subscription Agent.
[ ] Wire Transfer Directly to the Escrow Account Maintained by Norwest Bank
Minnesota, N.A., as Subscription Agent, at Norwest Bank Minnesota, N.A.,
ABA ROUTING #___________, for Credit Account #________, Further credit:
CARDIA RIGHTS OFFERING, Attn: ____________ (651) 490-____.
(ii) IF YOU DO NOT WISH TO EXERCISE ALL OF YOUR RIGHTS:
(a) I subscribe for only
______________________________________________ X $1.00 = $____________
(Number of shares - whole number only)
TOTAL SUBSCRIPTION PRICE: $____________
(Total number of Shares subscribed for
pursuant to the Basic Subscription
Privilege, times the Subscription Price
of $1.00 per share)
Method of Payment (check one)
[ ] Check, Bank Draft or Money Order Payable to Norwest Bank Minnesota, N.A.,
as Subscription Agent.
[ ] Wire Transfer Directly to the Escrow Account Maintained by Norwest Bank
Minnesota, N.A., as Subscription Agent, at Norwest Bank Minnesota, N.A.,
ABA ROUTING #___________, for Credit Account #________, Further credit:
CARDIA RIGHTS OFFERING, Attn: ____________ (651) 490-____.
SECTION 2 - SPECIAL INSTRUCTIONS [ ] CHECK HERE FOR SPECIAL ISSUANCE,
OR DELIVERY INSTRUCTIONS. Unless otherwise indicated below, the Subscription
Agent is hereby authorized to issue and deliver Certificates for the Shares
subscribed for to the undersigned at the address appearing on the face of this
Rights Subscription Certificate. If this section is completed, the Holder's
signature must be guaranteed by a medallion guarantor.
Name:___________________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Taxpayer Identification or Social Security Number_______________________________
IMPORTANT
RIGHTS HOLDER SIGN HERE
________________________________________________________________________________
(Signature(s) of Holder(s) exactly as appears on the
face of this Certificate)
Dated: ____________, 1999
SIGNATURE GUARANTEE (to be executed if Section 2 is completed)
The undersigned, an eligible guarantor institution pursuant to Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as amended, and a
participant in a Securities Transfer Association recognized signature program,
does hereby guarantee that the signature of the Holder hereinabove is genuine.
Dated: ____________, 1999
_________________________________________
Firm Name
_________________________________________
Authorized Signature
_________________________________________
Name and Title
_________________________________________
Address
_________________________________________
_________________________________________
_________________________________________
Area Code and Telephone Number