EXHIBIT 4.5
FORM OF WARRANT TO PURCHASE
510,000 SHARES OF RCI COMMON STOCK WITH
REGISTRATION RIGHTS AGREEMENT
RCIW-____________
Warrant to Purchase _________ Shares of Common Stock
THESE WARRANTS, AND THE COMMON STOCK ISSUABLE UPON EXERCISE, HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED, DISPOSED OF OR OFFERED FOR SALE, IN
WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
THAT ACT COVERING THESE WARRANTS AND/OR THE COMMON STOCK ISSUABLE UPON
EXERCISE THEREOF, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RAPID
CAST, INC., THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
___________________________________
WARRANTS TO PURCHASE COMMON STOCK
OF
RAPID CAST, INC.
___________________________________
This is to Certify That, For Value Received, [NAME], or assigns
("Holder"), is entitled to purchase, subject to the provisions of this
Agreement, from Rapid Cast, Inc., a Delaware corporation ("RCI"), _____
THOUSAND (______) fully paid, validly issued and nonassessable shares of
Common Stock, $.001 par value, of RCI ("Common Stock") at any time or from
time to time during the 7-year period (the "Exercise Period") commencing on
the date hereof at an initial exercise price equal to $2.25 per share of
Common Stock. The number of shares of Common Stock to be received upon the
exercise of this Warrant and the price to be paid for each share of Common
Stock may be adjusted from time to time as hereinafter set forth. The shares
of Common Stock deliverable upon such exercise, and as adjusted from time to
time, are hereinafter sometimes referred to as "Warrant Shares" and the
exercise price of a share of Common Stock in effect at any time and as
adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price."
(a) EXERCISE OF WARRANT. This Warrant may be exercised in whole or
in part at any time or from time to time during the Exercise Period.
(b) RESERVATION OF SHARES. RCI shall at all times reserve for
issuance and/or delivery upon exercise of the Warrant such number of shares of
the Common Stock as shall be required for issuance and delivery upon exercise of
this Warrant.
(c) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant.
(d) ELIMINATION OF FRACTIONAL SHARES. All fractional shares shall be
eliminated by rounding any fraction down to the nearest whole number of shares
of Common Stock.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in RCI, either at law or equity, and the
rights of the Holder are limited to those expressed herein and are not
enforceable against RCI except to the extent set forth herein.
(f) ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any
time and the number and kind of securities purchasable upon the exercise of the
Warrant shall be subject to adjustment from time to time upon the happening of
certain events as follows:
(1) In case RCI shall (i) declare a dividend or make a distribution on its
outstanding shares of Common Stock in shares of Common Stock, (ii)
subdivide or reclassify its outstanding shares of Common Stock into a
greater number of shares, or (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price
in effect at the time of the record date for such dividend or distribution
or of the effective date of such subdivision, combination or
reclassification shall be adjusted so that it shall equal the price
determined by multiplying the Exercise Price by a fraction, the denominator
of which shall be the number of shares of Common Stock outstanding after
giving effect to such action, and the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such
action. Such adjustment shall be made successively whenever any event
listed above shall occur.
(2) In case RCI shall fix a record date for the issuance of rights or
warrants (other than employee stock options exercisable at fair market
value on the date of grant) to all holders of its Common Stock entitling
them to subscribe for or purchase shares of Common Stock (or securities
convertible into Common Stock) at a price (the "Subscription Price") (or
having a conversion price per share) less than the current market price of
the Common Stock (as defined in clause (5) below) on the record date
mentioned below, the Exercise Price shall be adjusted so that the same
shall equal the price determined by multiplying the Exercise Price in
effect immediately prior to the date of issuance by a fraction, the
numerator of which shall be the sum of the number of shares of Common Stock
outstanding on the record date mentioned below and the number of additional
shares of Common Stock which the aggregate offering price of the total
number of shares of Common Stock so offered (or the aggregate conversion
price of the convertible securities so offered) would purchase at such
current market price per share of the Common Stock, and the denominator of
which shall be the sum of the number of shares of Common Stock outstanding
on such record date and the number of additional shares of Common Stock
offered for subscription or purchase (or into which the convertible
securities so offered are convertible). Such adjustment shall be made
successively whenever such rights or warrants are issued and shall become
effective
immediately after the record date for the determination of stockholders
entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered (or securities convertible into
Common Stock are not delivered) after the expiration of such rights or
warrants the Exercise Price shall be readjusted to the Exercise Price which
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made upon the basis of delivery of only the number
of shares of Common Stock (or securities convertible into Common Stock)
actually delivered.
(3) In case RCI shall hereafter distribute to all holders of its Common
Stock evidences of its indebtedness or assets (excluding cash dividends or
distributions and dividends or distributions referred to in Subsection (1)
above) or subscription rights or warrants (excluding those referred to in
Subsection (2) above), then in each such case the Exercise Price in effect
thereafter shall be determined by multiplying the Exercise Price in effect
immediately prior thereto by a fraction, the numerator of which shall be
the total number of shares of Common Stock outstanding multiplied by the
current market price per share of Common Stock (as defined below), less the
fair market value (as determined by RCI's Board of Directors) of said
assets or evidences of indebtedness so distributed or of such rights or
warrants, and the denominator of which shall be the total number of shares
of Common Stock outstanding multiplied by such current market price per
share of Common Stock. Such adjustment shall be made successively whenever
such a record date is fixed. Such adjustment shall be made whenever any
such distribution is made and shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
distribution.
(4) Whenever the Exercise Price payable upon exercise of each Warrant is
adjusted pursuant to Subsections (1), (2) and (3) above, the number of
Warrant Shares purchasable upon exercise of these Warrant shall
simultaneously be adjusted by multiplying the number of Shares initially
issuable upon the exercise of these Warrant by the Exercise Price in effect
on the date hereof and dividing the product so obtained by the Exercise
Price, as adjusted.
(5) For the purpose of any computation under Subsections (2) and (3)
above, the current market price per share of Common Stock at any date shall
be deemed to be the average of the daily closing prices for 30 consecutive
business days before such date. The closing price for each day shall be
the last sale price or, in case no such reported sale takes place on such
day, the average of the last reported bid and asked prices, in either case
on the principal national securities exchange on which the Common Stock is
admitted to trading or listed, or if not listed or admitted to trading on
such exchange, the average of the highest reported bid and lowest reported
asked prices as reported by NASDAQ, or other similar organization if NASDAQ
is no longer reporting such information, or if not so available, the fair
market price as determined in good faith by the Board of Directors.
(6) No adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least five cents
($.05) in such price; provided, however, that any adjustment which by
reason of this Subsection is not
required to be made shall be carried forward and taken into account in
any subsequent adjustment required to be made hereunder. All
calculations under this Section (f) shall be made to the nearest cent
or to the nearest one-hundredth of a share, as the case may be.
(7) In the event that at any time, as a result of an adjustment made
pursuant to Subsection (1) above, the Holder of this Warrant thereafter
shall become entitled to receive any shares of RCI, other than Common
Stock, thereafter the number of such other shares so receivable upon
exercise of this Warrant shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in Subsections (1) to
(6), inclusive above.
(8) Irrespective of any adjustments in the Exercise Price or the number or
kind of shares purchasable upon exercise of this Warrant, Warrants
theretofore or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the similar Warrant initially
issuable pursuant to this Agreement.
(g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be
adjusted as required by the provisions of the foregoing Section, RCI shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office and with its stock transfer agent, if any, an officer's
certificate showing the adjusted Exercise Price determined as herein provided,
setting forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of Common Stock, if
any, and such other facts as shall be necessary to show the reason for and the
manner of computing such adjustment. Each such officer's certificate shall be
made available at all reasonable times for inspection by the holder or any
holder of a Warrant executed and delivered pursuant to Section (a).
(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (i) if RCI shall pay any dividend or make any distribution upon the
Common Stock, or (ii) if RCI shall offer to the holders of Common Stock for
subscription or purchase by them any share of any class or any other rights, or
(iii) if any capital reorganization of RCI, reclassification of the capital
stock of RCI, consolidation or merger of RCI with or into another corporation,
sale, lease or transfer of all or substantially all of the property and assets
of RCI to another corporation, or voluntary or involuntary dissolution,
liquidation or winding up of RCI shall be effected, then in any such case, RCI
shall cause to be mailed by certified mail to the Holder, at least fifteen days
prior to the date specified in (x) or (y) below, as the case may be, a notice
containing a brief description of the proposed action and stating the date on
which (x) a record is to be taken for the purpose of such dividend, distribution
or rights, or (y) such reclassification, reorganization, consolidation, merger,
conveyance, lease, dissolution, liquidation or winding up is to take place and
the date, if any is to be fixed, as of which the holders of Common Stock or
other securities shall receive cash or other property deliverable upon such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up.
(i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of
any reclassification, capital reorganization or other change of outstanding
shares of Common Stock of RCI, or in case of any consolidation or merger of
RCI with or into another corporation (other than a merger with a subsidiary
in which merger RCI is the continuing corporation and which does not result
in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of
this Warrant) or in case of any sale, lease or conveyance to another
corporation of the property of RCI as an entirety, RCI shall cause effective
provisions to be made so that the Holder shall have the right by exercising
this Warrant prior to the expiration of the Warrants, to purchase the kind
and amount of shares of stock and other securities and property receivable
upon such reclassification, capital reorganization and other change,
consolidation, merger, sale or conveyance by a holder of the number of shares
of Common Stock which might have been purchased upon exercise of this Warrant
immediately prior to such reclassification, change, consolidation, merger,
sale or conveyance. Any such provision shall include provision for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Warrant. The foregoing provisions of this
Section (i) shall similarly apply to successive reclassifications, capital
reorganizations and changes of shares of Common Stock and to successive
consolidations, mergers, sales or conveyances. In the event that in
connection with any such capital reorganization or reclassification,
consolidation, merger, sale or conveyance, additional shares of Common Stock
shall be issued in exchange, conversion, substitution or payment, in whole or
in part, for a security of RCI other than Common Stock, any such issue shall
be treated as an issue of Common Stock covered by the provisions of
Subsection (1) of Section (f) hereof.
(j) REGISTRATION RIGHTS. Holder has been granted certain
registration rights as set forth in the Registration Rights Agreement, dated as
of the date hereof, by and between RCI and Holder and the holders of certain
warrants similar to this Warrant.
IN WITNESS WHEREOF, RCI has caused this Warrant to be signed and
attested by the Undersigned, being duly authorized, as of the date below.
RAPID CAST, INC.
By: _________________________________________
Jeff Rubin, Executive Vice President
Dated: , 1996
PURCHASE FORM
The undersigned hereby irrevocable elects to exercise the within
Warrants to the extent of purchasing ___________ shares of Common Stock and
hereby makes payment of $_______________ in payment of the actual exercise
price thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name: _______________________________ Social Security No.: __________
(Print in block letters)
Address: __________________________________________________________
__________________________________________________________
Signature: ______________________ Date: _________________________
ASSIGNMENT FORM
FOR VALUE RECEIVED, ____________________________________
hereby sells, assigns and transfers unto:
Name: _______________________________ Social Security No.: __________
(Print in block letters)
Address: __________________________________________________________
__________________________________________________________
the right to purchase Common Stock represented by _________ Warrants to the
extent of __________ shares of Common Stock as to which such right is
exercisable and does hereby irrevocably constitute and appoint the President
of RCI as Attorney, to transfer the same on the books of RCI with full power
of substitution in the premises.
Date: _________________, 19__ Signature: ____________________________