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 set forth 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 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
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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: /s/ Robert Kassel
___________________________
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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