EXHIBIT 4.6
[Form of Warrant Issued to KMC Systems, Inc.]
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
BIOCIRCUITS CORPORATION
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
No. 1996-K1 250,000 Shares
FOR VALUE RECEIVED, BIOCIRCUITS CORPORATION, a Delaware corporation (the
"Company"), with its principal office at 1324 Chesapeake Terrace, Sunnyvale,
California 94089, hereby certifies that KMC Systems, Inc. ("Kollsman" or
alternatively, "Holder"), or its assigns, in consideration for Kollsman's
commitment to manufacture all of the Company's United States' requirements of
IOS instruments ordered before 5:00 p.m (Pacific Standard Time) December 31,
1997 is entitled, subject to the provisions of this Warrant, to purchase from
the Company, at any time before 5:00 p.m. (Pacific Standard Time) June 30, 1998
(the "Expiration Date"), the number of fully paid and nonassessable shares of
Common Stock of the Company set forth above, subject to adjustment as
hereinafter provided. The term "Common Stock" shall mean the aforementioned
Common Stock of the Company, together with any other equity securities that may
be issued by the Company in addition thereto or in substitution therefor as
provided herein. The shares of Common Stock deliverable upon such exercise, as
adjusted from time to time, are hereinafter referred to as "Warrant Shares."
SECTION 1. EXERCISE OF WARRANT. Holder may purchase said number of
Warrant Shares at a purchase price per share of seven dollars ($7.00) per share
(the "Exercise Price"). This Warrant may be exercised in whole or in part on
any business day prior to the Expiration Date by presentation and surrender
hereof to the Company at its principal office at the address set forth in the
initial paragraph hereof (or at such other address as the Company may hereafter
notify Holder in writing) with the Purchase Form annexed hereto duly executed
and accompanied by proper payment of the Exercise Price in lawful money of the
United States of America in the
1.
form of a check, subject to collection, for the number of Warrant Shares
specified in the Purchase Form.
If this Warrant should be exercised in part only, the Company shall, upon
surrender of this Warrant, execute and deliver a new warrant evidencing the
rights of Holder thereof to purchase the balance of the Warrant Shares
purchasable hereunder. Upon receipt by the Company of this Warrant and such
Purchase Form, together with proper payment of the Exercise Price, at such
office, Holder shall be deemed to be the holder of record of the Warrant Shares,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such Warrant Shares shall not then be
actually delivered to Holder. The Company shall pay any and all documentary
stamp or similar issue or transfer taxes payable in respect of the issue or
delivery of the Warrant Shares.
In addition to and without limiting the rights of Holder under any other
terms set forth herein, Holder shall have the right, upon written request by
Holder delivered or transmitted to the Company together with this Warrant, to
exchange this Warrant, in whole or in part at any time on or before the
Expiration Date, for the number of shares of Common Stock of the Company having
an aggregate current market price on the date of such exchange (determined as
provided in Section 6(b)) equal to the difference between (a) the aggregate
current market value on the date of such exchange (determined as aforesaid) of a
number of Warrant Shares designated by Holder, and (b) the aggregate Exercise
Price Holder would have paid to the Company to purchase such designated number
of Warrant Shares upon exercise of this Warrant. Upon such exchange, the number
of Warrant Shares purchasable upon exercise of this Warrant shall be reduced by
such designated number of Warrant Shares and, if a balance of purchasable
Warrant Shares remains after such exchange, the Company shall execute and
deliver to Holder a new warrant evidencing the right to purchase such balance of
Warrant Shares; PROVIDED, that no fractional shares shall be issuable upon such
exchange, and if the number of shares of Common Stock determined in accordance
with the foregoing formula is other than a whole number, the Company shall pay
Holder an amount by check, determined in accordance with the provisions of
Section 3.
SECTION 2. RESERVATION OF SHARES. The Company hereby agrees that at all
times there shall be reserved for issuance and delivery upon exercise of this
Warrant all shares of its Common Stock or other shares of capital stock of the
Company from time to time issuable upon exercise of this Warrant. All such
shares shall be duly authorized and, when issued upon such exercise in
accordance with the terms of this Warrant, shall be validly issued, fully paid
and nonassessable, free and clear of all liens, security interests, charges and
other encumbrances or restrictions on sale (other than as provided in the
Company's certificate of incorporation and any restrictions on sale set forth
herein or pursuant to applicable federal and state securities laws) and free and
clear of all preemptive rights.
SECTION 3. FRACTIONAL INTEREST. The Company will not issue a fractional
share of Common Stock upon exercise of a Warrant. Instead, the Company will
deliver its check for the current market value of the fractional share. The
current market value of a fraction of a share is determined as follows: multiply
the current market price of a full share by the fraction of a
2.
share and round the result to the nearest cent. The current market price of
a share of Common Stock for purposes of this Section 3 is the Quoted Price
(as defined in Section 6(b)) of the Common Stock on the last trading day
prior to the exercise date.
SECTION 4. ASSIGNMENT OR LOSS OF WARRANT.
(a) Subject to the provisions of Section 8, Holder shall be entitled,
without obtaining the consent of the Company, to assign its interest in this
Warrant in whole or in part to any person or persons. Subject to the provisions
of Section 8, upon surrender of this Warrant to the Company or at the office of
its stock transfer agent or warrant agent, with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax, the Company
shall, without charge, execute and deliver a new Warrant or Warrants in the name
of the assignee or assignees named in such instrument of assignment (any such
assignee will also be a "Holder" for purposes of this Warrant) and, if Holder's
entire interest is not being assigned, in the name of Holder, and this Warrant
shall promptly be canceled.
(b) Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant, and (in the case of loss,
theft or destruction) of indemnification satisfactory to the Company, and upon
surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver a new Warrant of like tenor and date.
SECTION 5. RIGHTS OF HOLDER. Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of Holder are limited to those expressed in this Warrant.
Nothing contained in this Warrant shall be construed as conferring upon Holder
hereof the right to vote or to consent or to receive notice as a stockholder of
the Company on any matters or with respect to any rights whatsoever as a
stockholder of the Company. No dividends or interest shall be payable or
accrued in respect of this Warrant or the interest represented hereby or the
Warrant Shares purchasable hereunder until, and only to the extent that, this
Warrant shall have been exercised in accordance with its terms.
SECTION 6. ADJUSTMENT OF NUMBER OF SHARES AND EXPIRATION DATE: The number
and kind of securities purchasable upon the exercise of this Warrant shall be
subject to adjustment from time to time upon the occurrence of certain events,
as follows:
(a) ADJUSTMENT FOR CHANGE IN CAPITAL STOCK. If at any time after
___________ ___, 1996, the Company:
(i) pays a dividend or makes a distribution on its Common Stock
in shares of its Common Stock;
(ii) subdivides its outstanding shares of Common Stock into a
greater number of shares;
3.
(iii) combines its outstanding shares of Common Stock into a
smaller number of shares;
(iv) makes a distribution on its Common Stock in shares of its
capital stock other than Common Stock; or
(v) issues by reclassification of its Common Stock any shares of
its capital stock;
then the Exercise Price in effect immediately prior to such action shall be
adjusted so that Holder may receive upon exercise of this Warrant and payment of
the same aggregate consideration the number of shares of capital stock of the
Company which Holder would have owned immediately following such action if
Holder had exercised this Warrant immediately prior to such action.
The adjustment shall become effective immediately after the record date in
the case of a dividend or distribution and immediately after the effective date
in the case of a subdivision, combination or reclassification.
(b) ADJUSTMENTS DEPENDENT UPON THE MARKET PRICE OF THE COMMON STOCK.
The market price per share of Common Stock is the average of the Quoted Prices
of the Common Stock for the 10 consecutive trading days commencing before June
30, 1998. The "Quoted Price" of the Common Stock is the last reported sales
price of the Common Stock as reported by the Nasdaq National Market, or the
primary national securities exchange on which the Common Stock is then quoted;
provided, however, that if the Common Stock is neither traded on the Nasdaq
National Market nor on a national securities exchange, the price referred to
above shall be the price reflected on the Nasdaq National Market, or if the
Common Stock is not then traded on the Nasdaq National Market, the price
reflected in the over-the counter market as reported by the National Quotation
Bureau, Inc. or any organization performing a similar function.
(i) If the market price per share of Common Stock is less
than $14.00 per share but greater than $10.00 per share for the 10
consecutive trading day period prior to June 13, 1998, the Expiration Date of
this Warrant shall be extended to June 30, 1999.
(ii) If the market price per share of Common Stock is less
than $10.00 per share for the 10 consecutive trading day period prior to June
13, 1998, the Expiration Date of this Warrant shall be extended to June 30,
1999. In addition, Biocircuits shall issue on July 1, 1998 a warrant for
50,000 shares of Common Stock with an exercise price equal to the then market
price and an expiration date of June 30, 1999. For the purpose of the
additional 50,000 shares, the "then market price" is the average closing
price of the 10 trading days prior to July 1, 1998.
(c) ADJUSTMENT DEPENDENT UPON REGULATORY APPROVAL AND PRODUCT
LAUNCH. In April 1, 1996, the Company filed a 510(k) pre-market notification
with the United States Food and Drug Administration ("FDA") for a Thyroid
Stimulating Hormone ("TSH") assay. If the TSH assay is not cleared by the
FDA and launched by the Company on or before
4.
January 31, 1997, then the expiration date of this warrant shall be extended
by six months 180 days and all the dates in 6(b)(i) and (ii) shall be
extended by 180 days.
(d) WHEN NO ADJUSTMENT REQUIRED. If the market price of the Common
Stock is $14.00 per share or greater for the 15 day period prior to December 15,
1997, no adjustment with respect to Subsection 6(b) need be made.
(e) NOTICE OF CERTAIN ACTIONS. In the event that:
(i) the Company shall authorize the issuance to all holders of
its Common Stock of rights, warrants, options or convertible securities to
subscribe for or purchase shares of its Common Stock or of any other
subscription rights, warrants, options or convertible securities; or
(ii) the Company shall authorize the distribution to all holders
of its Common Stock of evidences of its indebtedness or assets (other than cash
dividends or cash distributions payable out of consolidated current or retained
earnings as shown on the books of the Company and paid in the ordinary course of
business); or
(iii) the Company shall authorize any capital reorganization
or reclassification of the Common Stock (other than a subdivision or combination
of the outstanding Common Stock and other than a change in par value of the
Common Stock) or of any consolidation or merger to which the Company is a party
and for which approval of any stockholders of the Company is required (other
than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or change of the
Common Stock outstanding), or of the conveyance or transfer of the properties
and assets of the Company as an entirety or substantially as an entirety; or
(iv) the Company is the subject of a voluntary or involuntary
dissolution, liquidation or winding-up procedure; or
(v) the Company proposes to take any action that would require
an adjustment of the Exercise Price;
then the Company shall cause to be mailed by first-class mail to Holder, at
least twenty (20) days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date as of which the holders of
Common Stock of record to be entitled to receive any such rights, warrants or
distributions are to be determined, or (y) the date on which any such
consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding-up is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property, if any,
deliverable upon such reorganization, reclassification, consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding-up.
5.
(f) NO ADJUSTMENT UPON EXERCISE OF WARRANT. No adjustments shall be
made under any Section herein in connection with the issuance of Warrant Shares
upon exercise of this Warrant.
SECTION 7. RECLASSIFICATION, REORGANIZATION, CONSOLIDATION OR MERGER.
In the event of any reclassification, capital reorganization or other change
of outstanding shares of Common Stock of the Company (other than a
subdivision or combination of the outstanding Common Stock and other than a
change in the par value of the Common Stock) or in the event of any
consolidation or merger of the Company with or into another corporation
(other than a merger in which the Company is the continuing corporation and
that 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 the event of any sale, lease, transfer or
conveyance to another corporation of the property and assets of the Company
as an entirety or substantially as an entirety, the Company shall, as a
condition precedent to such transaction, cause effective provisions to be
made so that Holder shall have the right thereafter, by exercising this
Warrant, to purchase the kind and amount of shares of stock and other
securities and property (including cash) 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 that might have been received upon exercise of this Warrant immediately
prior to such reclassification, capital reorganization, change,
consolidation, merger, sale or conveyance. Any such provision shall include
provisions for adjustments in respect of such shares of stock and other
securities and property that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant. The foregoing
provisions of this Section 7 shall similarly apply to successive
reclassifications, capital reorganizations and changes of shares of Common
Stock and to successive consolidations, mergers, sales or conveyances.
SECTION 8. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This
Warrant may not be exercised and neither this Warrant nor any of the Warrant
Shares, nor any interest in either, may be offered, sold, assigned, pledged,
hypothecated, encumbered or in any other manner transferred or disposed of,
in whole or in part, except in compliance with applicable United States
federal and state securities or Blue Sky laws and the terms and conditions
hereof. Each subsequent Warrant shall bear a legend in substantially the
same form as the legend set forth on the first page of this Warrant. Each
certificate for Warrant Shares issued upon exercise of this Warrant and
subsequent Warrants, unless at the time of exercise such Warrant Shares are
acquired pursuant to a registration statement that has been declared
effective under the Act, and applicable Blue Sky laws shall bear a legend
substantially in the following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE
ISSUER OF THESE SECURITIES
6.
MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Any certificate for any Warrant Shares issued at any time in exchange or
substitution for any certificate for any Warrant Shares bearing such legend
(except a new certificate for any Warrant Shares issued after the acquisition of
such Warrant Shares pursuant to a registration statement that has been declared
effective under the Act) shall also bear such legend unless, in the opinion of
counsel for the Company, the Warrant Shares represented thereby need no longer
be subject to the restriction contained herein. The provision of this Section 8
shall be binding upon all subsequent holders of certificates for Warrant Shares
bearing the above legend and all subsequent Holders of this Warrant and new
warrants (as provided in Section 1), if any.
SECTION 9. REGISTRATION RIGHTS.
(a) If at any time after the date hereof and prior to the Expiration
Date, the Company shall determine to register any of its Common Stock, for its
own account or for the account of others on a registration statement on Form S-1
or Form S-3, the Company shall:
(i) promptly give Holder written notice thereof (which shall
include a list of the jurisdictions in which the Company intends to attempt to
qualify such securities under the applicable blue sky or other state
securities); and
(ii) include in such registration (and any related qualification
under blue sky laws or other compliance), and in any underwriting involved
therein, all shares of Common Stock of the Company obtained upon exercise of
this Warrant (the "Registrable Securities") specified in a written request or
requests by Holder, received by the Company within twenty (20) days after such
written notice is given, requesting inclusions in such registration.
(b) UNDERWRITING. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise Holder as a part of the written notice given pursuant to
Paragraph 9(a)(i). In such event, the right of Holder to registration pursuant
to this Section 9 shall be conditioned upon Holder's participation in such
underwriting and the inclusion of Holder's Registrable Securities in the
underwriting to the extent provided herein.
Holder shall (together with the Company and the other holders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 9, if the underwriter determines that marketing
factors require a limitation of the number of shares to be underwritten, the
underwriter may exclude some or all of the Registrable Securities from such
registration and underwriting.
7.
If Holder disapproves of the terms of any such underwriting, Holder
may select to withdraw therefrom by written notice to the Company and the
underwriter. Any Registrable Securities so withdrawn from such underwriting
shall also be withdrawn from such registration.
(c) The Company shall bear registration expenses (exclusive of
underwriting discounts and commissions) for the Form S-1 or Form S-3
registration.
(d) If requested by the underwriters, Holder, or any assignee of
Holder, shall not sell or otherwise transfer or dispose of any securities of the
Company held by Holder for a period of up to 180 days following a public
offering by the Company of its capital stock.
(e) (i) The Company will indemnify Holder, each of Holder's
officers, directors, partners and agents, and each person controlling Holder,
with respect to such registration, qualification or compliance that has been
effected pursuant to this Section 9, and each underwriter, if any, and each
person who controls any underwriter against all claims, losses, damages and
liabilities (or actions in respect thereof) including any of the foregoing
incurred in settlement of any litigation commenced or threatened arising out of
or based on (x) any untrue statement (or alleged untrue statement) of a material
fact contained in any prospectus, offering circular or other similar document
(including any related registration statement, notification or the like)
incident to any such registration, qualification or compliance, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances under which they were made, or (y) any violation (or
alleged violation) by the Company of any federal, state or common law rule or
regulation applicable to the Company in connection with any such registration,
qualification or compliance, and will reimburse Holder, each of its officers,
directors, partners and agents, and each person controlling Holder, each such
underwriter and each person who controls any such underwriter, for any legal and
any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, as incurred,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement (or alleged untrue statement) or omission (or alleged
omission) based upon written information furnished to the Company by an
instrument duly executed by Holder or such underwriter and stated to be
specifically for use therein.
(ii) Holder shall, if Registrable Securities held by Holder are
included in the securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors and
officers, each legal counsel and independent accountant of the Company, each
underwriter, if any, of the Company's securities covered by such a registration
statement, each person who controls the Company or such underwriter within the
meaning of the Securities Act, and each other such holder, each of its
directors, officers, and partners and agents and each person controlling such
other holder, against all claims, losses, damages and liabilities (or actions in
respect thereof) including any of the foregoing incurred in settlement of any
litigation commenced or threatened arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular or other similar document
(including any related
8.
registration statement, notification or the like) incident to any such
registration, qualification or compliance, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made, and shall reimburse the Company,
its directors, officers, legal counsel, accountants, underwriters, control
persons and such other holders and each such holder's directors, officers,
partners, agents and control persons for any legal and any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, as incurred, in each case to the
extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon
and in conformity with written information furnished to the Company by an
instrument duly executed by Holder and stated to be specifically for use
therein; provided, however, that the obligations of Holder hereunder shall be
limited to an amount equal to the proceeds to Holder for Registrable
Securities sold as contemplated herein.
(iii) Each party entitled to indemnification under this
Subsection 9(e) (the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Party") promptly after
such Indemnified Party has received written notice of any claim as to which
indemnity may be sought, and shall permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting therefrom, provided that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or litigation, shall be approved by the Indemnified Party (whose approval shall
not unreasonably be withheld). The Indemnified Party may participate in such
defense at the Indemnified Party's expense; provided, however, that the
Indemnifying Party shall bear the expense of such defense of the Indemnified
Party if representation of both parties by the same counsel would be
inappropriate due to actual or potential conflicts of interest. The failure of
any Indemnified Party to give notice as provided herein shall relieve the
Indemnifying Party of its obligations under this Subsection 9(e) only to the
extent that such failure to give notice shall materially adversely prejudice the
Indemnifying Party in the defense of any such claim or any such litigation. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.
SECTION 10. MODIFICATION AND WAIVER. Neither this Warrant nor any term
hereof may be changed, waived, discharged or terminated other than by an
instrument in writing signed by the Company and by Holder.
SECTION 11. NOTICES. Any notice, request or other document required or
permitted to be given or delivered to Holder or the Company shall be delivered
or shall be sent by certified mail, postage prepaid, to Holder at its address as
shown on the books of the Company or to the Company at the address indicated
therefor in the first paragraph of this Warrant.
SECTION 12. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description
headings of the several Sections, Subsections and Paragraphs of this Warrant are
inserted for convenience
9.
only and do not constitute a part of this Warrant. This Warrant shall be
construed and enforced in accordance with, and the rights of the parties
shall be governed by, the laws of the State of California, without regard to
its conflicts of laws principles.
IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed
by its duly authorized officer and to be dated as of ____________, 1996.
____________, 1996.
BIOCIRCUITS CORPORATION
By:
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Donald B. Hawthorne
Chief Financial Officer
10.
PURCHASE FORM
Dated ___________, 19____
The undersigned hereby irrevocably elects to exercise the within Warrant
No. 1996-K1 to purchase ________ shares of Common Stock of Biocircuits
Corporation and hereby makes payment of $_____________ in payment of the
exercise price thereof.
KMC SYSTEMS, INC.
By:
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Print Name:
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Title:
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ASSIGNMENT FORM
Dated _________, 19____
FOR VALUE RECEIVED, KMC Systems, Inc. hereby sells, assigns and
transfers unto __________________________________________________ (the
"Assignee"), (please type or print in block letters)
____________________________________________________________________________
(insert address) its right to purchase up to _______
shares of Common Stock of Biocircuits Corporation represented by Biocircuits
Corporation Warrant No. 1996-K-1 and does hereby irrevocably constitute and
appoint ____________________________ attorney, to transfer the same on the
books of Biocircuits Corporation, with full power of substitution in the
premises.
KMC SYSTEMS, INC.
By:
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Print Name:
--------------------------
Title:
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