Exhibit 4.2
FORM OF DEBENTURE
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE THEY ARE
BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE
SECURITIES ACT OF 1993, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED"
AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM.
No. TWO US $500,000.00
SOLIGEN TECHNOLOGIES, INC.
6% CONVERTIBLE DEBENTURE DUE AUGUST 31, 1999
THIS DEBENTURE is one of a duly authorized issue of Debentures of SOLIGEN
TECHNOLOGIES, INC., a corporation duly organized and existing under the laws of
the state of Wyoming (the Company") designated as its 6% Convertible Debenture
Due August 31, 1999 (the "Debentures"). This Debenture is dated this 13th day
of September, 1996.
FOR VALUE RECEIVED. the Company promises to pay to, Henley Group, Ltd., the
registered holder hereof (the "Holder"), the principal sum of Five Hundred
Dollars (US$500,000.00) on August 31, 1999, (the "Maturity Date") and to pay
interest on the principal sum outstanding at the rate of 6% per annum. Accrual
of interest shall commence beginning on the date hereof, until payment of the
principal sum or upon conversion has been made, and shall be paid annually to
the Holder, at the option of the Company in cash or payment in kind of the
common stock of the Company, with the price of the Common Stock to be determined
as set forth in Section 4 hereof. Any interest not paid as setforth herein shall
bear interest at the rate of 6% per annum until paid. Payments hereunder shall
be made to the person in whose name this Debenture (or one or more predecessor
Debentures) is registered on the records of the Company regarding registration
and transfers of the Debentures (the "Debenture Register") on the tenth day
prior to the Maturity Date; provided, however that the Company's obligation to a
transferee of this Debenture arises only if such transfer, sale or other
disposition is made in accordance with the terms and conditions of the Offshore
Securities Subscription Agreement executed by the original Holder. The Company
will pay the principal of and interest upon this Debenture on the Maturity Date
(less any amounts that have been converted)less any other amounts required by
law to be deducted, to the registered holder of this Debenture as of the tenth
day prior to the Maturity Date and addressed to such holder as the last address
appearing on the Debenture Register. The forwarding of such check shall
constitute a payment of interest hereunder and shall satisfy and discharge the
liability for principal and interest on this Debenture to the extent of the sum
represented by such check plus any amounts so deducted unless such check is not
paid.
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This Debenture is subject to the following additional provisions:
1. The Debentures are issuable in denominations of Twenty-Five Thousand
Dollars ($25,000) and integral multiples thereof.
2. The Company shall be entitled to withhold from all payments of principal
of, and interest on, this Debenture any amounts required to be withheld under
the applicable provisions of the United States income tax laws or other
applicable laws at the time of such payments.
3. This Debenture has been issued subject to investment representations of
the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "Act"). Prior to due
presentment for transfer of this Debenture, the Company and any agent of the
Company may treat the person in whose name this Debenture is duly registered on
the Company's Debenture Register as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Debenture be overdue, and neither the Company nor any such agent shall be
affected by notice to the contrary. Except as otherwise provided in Regulation S
adopted under the Act,
(1) This Debenture may not be converted by a U.S.Person (as defined
in Section 902 (o) of Regulation S);
(2) This Debenture may not be converted within the United States and
the shares of Common Stock issued upon conversion of this Debenture may not be
delivered upon such conversion within the United States; and
(3) The person converting this Debenture must either (i) certify to
the Company in writing that he is not a U.S.Person and is not converting this
Debenture on behalf of a U.S. Person or (ii) deliver an opinion of counsel that
this Debenture and the underlying Common Stock have been registered under the
Act or are exempt from registration under the Act.
4. The Holder of this Debenture is entitled, at its option, at any time
commencing on October 24, 1996 until maturity hereof to convert the principal
amount of this Debenture or any portion of the principal amount hereof which is
at least Twenty-Five Thousand Dollars (US$25,000) or, if at the time of such
election to convert the aggregate principal amount of all Debentures registered
to the holder is less than Twenty-Five Thousand Dollars (US$25,000), then the
whole amount thereof, into Shares of Common Stock of the Company at a
"Conversion Price" for each share of Common Stock equal to a discount of Twenty-
five Percent (25%) of the average closing price of the Company's Common Stock
for the five days preceding the date of conversion as reported by; (a) the
National Association of Securities Automated Quotation System ("NASDAQ"), or (b)
in the over-the-counter market, or (c) on the American Stock Exchange or another
stock exchange. Such conversion shall be effectuated by surrendering the
Debentures to be converted (with a copy, by facsimile or courier, to the
Company) to the Company's registrar and transfer agent ("Transfer Agent"), with
the form of conversion notice attached hereto as Exhibit A, executed by the
Holder of the Debenture evidencing such Holder's intention to convert this
Debenture or a specified portion (as above provided) hereof, and accompanied, if
required by the Company, by proper assignment hereof in blank. The accrued but
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unpaid interest may be converted into the Common Stock of the Company at the
Conversion Price or paid in cash at the option of the Company. No fraction of
Shares or scrip representing fractions of shares will be issued on
conversion, but the number of shares issuable shall be rounded to the nearest
whole share. The date on which notice of conversion is given shall be deemed to
be the date on which the Holder has delivered this Debenture, with the
conversion notice duly executed, to the Transfer Agent, or if earlier, the date
set forth in such notice of conversion if the Debenture is received by the
Transfer Agent within five business days thereafter. Each week, at any time
after October 24, 1996, the Company shall have the right to effect the
conversion of principal amounts of all Debentures, in the amount of Fifty
Thousand dollars ($50,000), prorate with the holder(s) of any other debentures
of the Company of the same series. The Company shall give the Holder five (5)
business days notice which shall be the effective date. Such "Notice" shall be
sent by First Class Mail, Fax or overnight express service to the last known
address of the Holder.
5. No provision of this Debenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of, and
interest on, this Debenture at the time, place, and rate, and in the currency,
herein prescribed. This Debenture and all other Debentures now or hereafter
issued of similar terms are direct obligations of the Company. This Debenture
ranks equally with all other Debentures now or hereafter issued under the terms
set forth herein.
6. The Holder of this Debenture, by acceptance hereof, agrees that this
Debenture is being acquired for investment and that such Holder will not offer,
sell or otherwise dispose of this Debenture or the Shares of Common Stock
issuable upon exercise thereof except under circumstances which will not result
in a violation of the Act or any applicable state Blue Sky laws or similar laws
relating to the sale of securities.
7. The Company shall at all times reserve for issuance and/or delivery upon
conversion of a part or all of this Debenture such number of shares of its
Common Stock as shall be required for issuance and delivery upon conversion of
this Debenture as may be required based upon the market price of the Common
Stock from time to time, less the discount but not to exceed the amount of
authorized but unissued and unreserved Common Stock of the Company.
8. This Debenture shall be governed by and construed in accordance with the
laws of the State of California.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.
SOLIGEN TECHNOLOGIES, INC.
By:___________________________
Robert Kassel
Chief Financial Officer
September 13, 1996
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EXHIBIT A
NOTICE OF CONVERSION
(To be Executed by the Registered Holder in order to Convert the Debenture)
The undersigned hereby irrevocably elects to convert the above Debenture
No. _____ into Shares of Common Stock of SOLIGEN TECHNOLOGIES, INC. (the
"Company") according to the conditions hereof, as of the date written below.
The undersigned represents that it is not a U.S. Person as defined in
Regulation S promulgated under the Securities Act of 1933 and is not converting
the Debenture on Behalf of any U.S. Person.
Date of Conversion *_________________
Applicable Conversion Price $_________
Name of the Holder____________________
Signature ____________________________
Address:__________________
_________________________
_________________________
* This original Debenture and Notice of Conversion must be received by the
Company's Transfer Agent by the fifth business date following the Date of
Conversion.
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