Exhibit 4.12
REDEEMABLE WARRANT
TO PURCHASE SHARES OF
COMMON STOCK OF
DELPHI INFORMATION SYSTEMS, INC.
April 29, 1996
This Certifies that for good and valuable consideration,_________________
_____________________, circle one: an individual, a corporation, a partnership,
a limited liability company, a trust (the "Warrantholder"), is entitled to
subscribe for and purchase from the Company, at any time after the date of this
Warrant and prior to the expiration hereof, up to _____________ shares of the
Company's Common Stock at the Purchase Price set forth herein, subject to
adjustment as hereinafter set forth.
1. DEFINITIONS. For the purposes of this Warrant, the following terms
shall have the following meanings:
"COMMISSION" shall mean the Securities and Exchange Commission, or any
other federal agency then administering the Securities Act.
"COMPANY" shall mean Delphi Information Systems, Inc., a Delaware
corporation, and any corporation which shall succeed to, or assume, the
obligations of said corporation hereunder.
"COMMON STOCK" shall mean the shares of Common Stock of the Company,
$0.10 par value.
"EXPIRATION DATE" shall mean April 19, 1999.
"OTHER SECURITIES" shall mean any stock (other than Common Stock) or
other securities of the Company which the Warrantholder at any time shall
be entitled to receive, or shall have received, upon the exercise of the
Warrants, in lieu of or in addition to Common Stock, or which at any time
shall be issuable or shall have been issued in exchange for or in
replacement of Common Stock or Other Securities.
"PURCHASE PRICE" shall mean $1.50 per share. The Purchase Price is
subject to adjustment as hereinafter provided.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and the rules and regulations of the Commission thereunder, as in effect at
the time.
"SUBSCRIPTION FORM" shall mean the subscription forms attached hereto.
"TRANSFER" shall mean any sale, assignment, pledge, or other
disposition of any Warrants and/or Warrant Shares, or of any interest in
either thereof, which would constitute a sale thereof within the meaning of
Section 2(3) of the Securities Act.
"WARRANT SHARES" shall mean the shares of Common Stock purchased or
purchasable by the Warrantholder upon the exercise of the Warrants pursuant
to Section 2 hereof.
"WARRANTHOLDER" shall mean the holder or holders of the Warrants or
any related Warrant Shares.
"WARRANTS" shall mean the Warrants (including this Warrant), identical
as to terms and conditions and issued by the Company pursuant to its
private placement of up to 8,000,000 Units (excluding over-allotment
option), and all Warrants issued in exchange, transfer or replacement
thereof.
All terms used in this Warrant which are not defined in Section 1 hereof
have the meanings respectively set forth elsewhere in this Warrant.
2. EXERCISE OF WARRANT, ISSUANCE OF CERTIFICATE AND PAYMENT FOR WARRANT
SHARES. Subject to Section 5 hereof, the rights represented by this Warrant may
be exercised at any time after the date of this Warrant and prior to the
Expiration Date, by the Warrantholder, in whole or in part (but not as to any
fractional share of Common Stock), by: (a) delivery to the Company of a
completed Subscription Form, (b) surrender to the Company of this Warrant
properly endorsed and signature guaranteed, and (c) delivery to the Company of a
certified or cashier's check made payable to the Company in an amount equal to
the aggregate Purchase Price of the shares of Common Stock being purchased, at
its principal office, 3501 Algonquin Road, Suite 500, Rolling Meadows, Illinois
60008 (or such other office or agency of the Company as the Company may
designate by notice in writing to the holder hereof). The Company agrees and
acknowledges that the shares of Common Stock so purchased shall be deemed to be
issued to the holder hereof as the record owner of such shares as of the close
of business on the date on which this Warrant, properly endorsed, and the
Subscription Form shall have been surrendered and payment made for such shares
as aforesaid. Upon receipt thereof, the Company shall, as promptly as
practicable, and in any event within fifteen (15) days thereafter, execute or
cause to be executed and deliver to the Warrantholder a certificate or
certificates representing the aggregate number of shares of Common Stock
specified in said Subscription Form. Each stock certificate so delivered shall
be in such denomination as may be requested by the Warrantholder and shall be
registered in the name of the Warrantholder or such other name as shall be
designated by the Warrantholder. If this Warrant shall have been exercised only
in part, the Company shall, at the time of delivery of said stock certificate or
certificates, deliver to the Warrantholder a new Warrant evidencing the rights
of such holder to purchase the remaining shares of Common Stock
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covered by this Warrant. The Company shall pay all expenses, taxes, and other
charges payable in connection with the preparation, execution, and delivery of
stock certificates pursuant to this Section 2, except that, in case any such
stock certificate or certificates shall be registered in a name or names other
than the name of the Warrantholder, funds sufficient to pay all stock transfer
taxes which shall be payable upon the execution and delivery of such stock
certificate or certificates shall be paid by the Warrantholder to the Company at
the time of delivering this Warrant to the Company as mentioned above.
3. OWNERSHIP OF THIS WARRANT. The Company may deem and treat the
registered Warrantholder as the holder and owner hereof (notwithstanding any
notations of ownership or writing made hereon by anyone other than the Company)
for all purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for transfer as provided herein and then only if
such transfer meets the requirements of Section 5.
4. EXCHANGE, TRANSFER, AND REPLACEMENT. Subject to Section 5 hereof, this
Warrant is exchangeable upon the surrender hereof by the Warrantholder to the
Company at its office or agency described in Section 2 hereof for new Warrants
of like tenor and date representing in the aggregate the right to purchase the
number of shares purchasable hereunder, each of such new Warrants to represent
the right to purchase such number of shares (not to exceed the aggregate total
number purchasable hereunder) as shall be designated by the Warrantholder at the
time of such surrender. Subject to Section 5 hereof, this Warrant and all rights
hereunder are transferable, in whole or in part, upon the books of the Company
by the Warrantholder in person or by duly authorized attorney, and a new Warrant
of the same tenor and date as this Warrant, but registered in the name of the
transferee, shall be executed and delivered by the Company upon surrender of
this Warrant, duly endorsed, at such office or agency of the Company. Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction, or mutilation of this Warrant, and, in the case of loss,
theft, or destruction, of indemnity or security reasonably satisfactory to it,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This
Warrant shall be promptly canceled by the Company upon the surrender hereof in
connection with any exchange, transfer, or replacement. The Company shall pay
all expenses, taxes (other than stock transfer taxes), and other charges payable
in connection with the preparation, execution, and delivery of Warrants pursuant
to this Section 4.
5. RESTRICTIONS ON TRANSFER AND EXERCISE. Notwithstanding any provisions
contained in this Warrant to the contrary, neither this Warrant nor the Warrant
Shares shall be transferable except upon the conditions specified in this
Section 5, which conditions are intended, among other things, to ensure
compliance with the provisions of the Securities Act in respect of the transfer
of this Warrant or such Warrant Shares. The holder of this Warrant agrees that
such holder will not transfer this Warrant or the related Warrant Shares (a)
prior to delivery to the Company of an opinion of counsel selected by the
Warrantholder and reasonably satisfactory to the Company, stating that such
transfer is exempt from registration under the Securities Act, or (b) until
registration of such Warrants and/or Warrant Shares under the Securities Act has
become effective and continues to be effective at the time of such transfer. An
appropriate legend may
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be endorsed on the Warrants and the certificates of the Warrant Shares
evidencing these restrictions. Notwithstanding any provision contained in this
Warrant to the contrary, the Warrantholder shall not be entitled to exercise
this Warrant to the extent that such exercise would cause the Company or the
Warrantholder to violate the Securities Act or applicable state securities laws.
6. ANTIDILUTION PROVISIONS. The rights granted hereunder are subject to
the following:
(a) STOCK SPLITS AND REVERSE SPLITS. In case at any time the Company
shall subdivide its outstanding shares of Common Stock into a greater
number of shares, the Purchase Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant
Shares purchasable pursuant to this Warrant immediately prior to such
subdivision shall be proportionately increased, and conversely, in case at
any time the Company shall combine its outstanding shares of Common Stock
into a smaller number of shares, the Purchase Price in effect immediately
prior to such combination shall be proportionately increased and the number
of Warrant Shares purchasable upon the exercise of this Warrant immediately
prior to such combination shall be proportionately reduced. Except as
provided in this paragraph (a), no adjustment in the Purchase Price and no
change in the number of Warrant Shares so purchasable shall be made
pursuant to this Section 6 as a result of or by reason of any such
subdivision or combination.
(b) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION MERGER, OR SALE.
If any capital reorganization or reclassification 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 shares of Common Stock shall be entitled to receive Common Stock, Other
Securities or assets with respect to or in exchange for shares of Common
Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made
whereby the Warrantholder shall thereafter have the right to purchase and
receive upon the basis and upon the terms and conditions specified in the
Warrants and in lieu of the shares of Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the
Warrants such shares of Common Stock, Other Securities or assets as may be
issued or payable with respect to or in exchange for a number of
outstanding shares of Common Stock equal to the number of shares of Common
Stock immediately theretofore purchasable and receivable upon the exercise
of the Warrants had such reorganization, reclassification, consolidation,
merger or sale not taken place, and in any such case appropriate provision
shall be made with respect to the rights and interests of the Warrantholder
so that the provisions of the Warrants (including, without limitation,
provisions for adjustment of the Purchase Price and the number of shares
purchasable upon the exercise of the Warrants) shall thereafter be
applicable, as nearly as may be, in relation to any shares of Common Stock,
Other Securities or assets thereafter deliverable upon the exercise of the
Warrants.
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(c) LIMITATION OF ADJUSTMENT. Notwithstanding paragraphs (a) and
(b), in the event of any capital event or series of capital events that
otherwise would require an increase or change in the kind of securities or
property issuable upon exercise of this Warrant or a decrease in the
Purchase Price, no adjustment shall be made unless and until such increase
or decrease, respectively, exceeds 5%.
7. SPECIAL AGREEMENTS OF THE COMPANY.
(a) WILL RESERVE SHARES. The Company will reserve and set apart and
have at all times the number of shares of authorized but unissued Common
Stock deliverable upon the exercise of the Warrants, and it will have at
all times any other rights or privileges provided for herein sufficient to
enable it at any time to fulfill all of its obligations hereunder.
(b) WILL AVOID CERTAIN ACTIONS. The Company will not, by amendment of
its Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, issue or sale of securities or otherwise,
avoid or take any action which would have the effect of avoiding the
observance or performance hereunder by the Company, but will at all times
in good faith assist in carrying out of all the provisions of the Warrants
and in taking all such actions as may be necessary or appropriate in order
to protect the rights of the Warrantholder against dilution or other
impairment.
8. REDEMPTION. This Warrant is subject to redemption at the election of
the Company upon 10 days advance written notice to the registered Warrantholder
at any time subsequent to 180 days after the date of its issuance at a
redemption price of $.01 per share of Warrant Stock then purchasable upon
exercise, PROVIDED that prior to the giving of such notice of redemption the
closing bid price for the Common Stock on the Nasdaq SmallCap Market (or such
other organized market or exchange on which it then is trading) exceeded $2.00
per share, subject to adjustment in accordance with Section 6 hereof, for twenty
consecutive trading days. The Warrantholder shall be entitled to exercise this
Warrant up until the date designated in the redemption notice as the redemption
date, which redemption date shall be not less than 10 nor more than 30 days
after the notice is given.
9. NOTICES. Any notice or other document required or permitted to be
given or delivered to the Warrantholder shall be delivered or sent by certified
mail to the Warrantholder at the last address shown on the books of the Company
maintained for the registry and transfer of the Warrants. Any notice or other
document required or permitted to be given or delivered to the Company shall be
delivered or sent by certified or registered mail to the principal office of the
Company. For purposes of section 8, notice shall be deemed to be given on the
date of mailing.
10. NO RIGHTS AS SHAREHOLDERS, LIMITATION OF LIABILITY. This Warrant shall
not entitle any holder hereof to any of the rights of a stockholder of the
Company. No provisions hereof, in the absence of affirmative action by the
holder hereof to purchase shares of Common Stock,
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and no mere enumeration herein of the rights or privileges of the holder hereof,
shall give rise to any liability of such holder for the Purchase Price or as a
stockholder of the Company whether such liability is asserted by the Company or
by creditors of the Company.
11. GOVERNING LAW. This Warrant shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to conflicts of laws principles.
12. MISCELLANEOUS. This Warrant and any provision hereof may be changed,
waived, discharged, or terminated only by an instrument in writing signed by the
party (or any predecessor in interest thereof) against which enforcement of the
same is sought. The headings in this Warrant are for purposes of reference only
and shall not affect the meaning or construction of any of the provisions
hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by a
duly authorized officer, and to be dated as of the 1st day of May, 1996.
DELPHI INFORMATION SYSTEMS, INC.
By:
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Its:
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS
OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT (i) THE OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT
REGISTRATION UNDER THE ACT OR THE SECURITIES LAWS OF ANY APPLICABLE STATE; OR
(ii) SUCH REGISTRATION.
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FULL SUBSCRIPTION FORM
To Be Executed By the Registered Warrantholder if It/
She/He Desires to Exercise in Full the Within Warrant
The undersigned hereby exercises the right to purchase the _________ shares
of Common Stock covered by the within Warrant at the date of this subscription
and herewith makes payment of the sum of $_______________ representing the
Purchase Price of $__________ per share in effect at that date. Certificates for
such shares shall be issued in the name of and delivered to the undersigned,
unless otherwise specified by written instructions, signed by the undersigned
and accompanying this subscription.
Dated:
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Signature:
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Address:
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PARTIAL SUBSCRIPTION FORM
To be Executed by the Registered Warrantholder if It/
She/He Desires to Exercise in Part Only the Within Warrant
The undersigned hereby exercises the right to purchase __________ shares of
the total shares of Common Stock covered by the within Warrant at the date of
this subscription and herewith makes payment of the sum of $____________
representing the Purchase Price of $_________ per share in effect at this date.
Certificates for such shares and a new Warrant of like tenor and date for
the balance of the shares not subscribed for (if any) shall be issued in the
name of and delivered to the undersigned, unless otherwise specified by written
instructions, signed by the undersigned and accompanying this subscription.
[The following paragraph need be completed only if the Purchase Price and number
of shares of Common Stock specified in the within Warrant have been adjusted
pursuant to Section 6.]
The shares hereby subscribed for constitute ______________ shares of Common
Stock (to the nearest whole share) resulting from adjustment of ______________
shares of the total of _________________ shares of Common Stock covered by the
within Warrant, as said shares were constituted at the date of the Warrant.
Dated:
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Signature:
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Address:
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