EXHIBIT 4.4
WARRANT TO PURCHASE COMMON SHARES
OF
CARING PRODUCTS INTERNATIONAL, INC.
Void after
May 8, 1999
This Warrant certifies that, for value received, H.J. Forest
Products, Inc. ("HJFP") is entitled, subject to the terms set forth below,
to purchase from Caring Products International, Inc. (the "Corporation"), a
Delaware corporation, up to 760,000 fully paid and non-assessable Common
Shares of the Corporation. The purchase price per Common Share shall be the
Purchase price (as hereinafter defined) from time to time from the date of
this Warrant up to and including May 8, 1999, such price and number of
Common shares being subject to adjustment as provided in this Warrant.
1. DEFINITIONS. As used in this Warrant, the following terms, unless
the context otherwise requires, shall have the following meanings:
1.1. "COMMON SHARES" means all shares, now or hereafter authorized, of
the class of the Common Shares of the Corporation have a par value of $0.01
per share presently authorized and shares of any other class into which
those shares may hereafter be changed.
1.2. "CORPORATION" includes any corporation which shall succeed to or
assume the obligations of the Corporation under this Warrant.
1.3. "PURCHASE PRICE" means for the period up to and including May 8,
198 at the price of US$0.31 per Common Share and for the period from May 9,
1998 to and including May 8, 1999 at the price of US$0.36 per Common Share.
1.4. "SUBSIDIARY" shall mean any corporation at least 50% of whose
outstanding voting shares shall at the time be owned directly or indirectly
by the Corporation or by one or more subsidiaries, or the Corporation and
one or more subsidiaries.
1.5. "TRANSFER AGENT" means Montreal Trust Company of Canada, its
successors of any other transfer agent which shall be a recognized trust
company authorized to do business in the jurisdiction in which the Common
Shares of the Corporation are registered for trading.
1.6. "WARRANTHOLDER", "HOLDER OF WARRANT", HOLDER", or similar terms
when the context refers to a holder of this Warrant, mean any person who
shall at the time be the registered holder of this Warrant, and "ORIGINAL
WARRANTHOLDER" means HJFP.
2. EXERCISE PROVISIONS
2.1. FORM OF SUBSCRIPTION. The holder of this Warrant may exercise this
Warrant in whole or in part by surrender of this Warrant, with the form of
subscription at the end of this Warrant duly executed by the holder, to the
Transfer Agent at its principal office in Vancouver, British Columbia,
accompanied by payment for the Common Shares subscribed for in the amount
obtained by multiplying the Purchase Price in respect of the Common Shares
being purchased by the number of Common Shares designated in the
subscription.
2.2. PAYMENT. Payment may be in cash or by certified or official bank
cheque payable to the order of the Corporation.
2.3. PARTIAL EXERCISE. On partial exercise the Corporation shall
promptly issue and deliver to the holder of this Warrant a new Warrant or
Warrants of like tenor in the name of that holder providing for the right to
purchase that number of Common Shares as to which this Warrant has not been
exercised.
2.4. DELIVERY OF SHARE CERTIFICATES. As soon as possible after full or
partial exercise of this Warrant, the Corporation at its expense will cause
to be issued in the name of and delivered to the holder of this Warrant, a
certificate or certificates for the number of fully paid and nonassessable
Common Shares to which that holder shall be entitled upon such exercise.
3. REPRESENTATIONS AND WARRANTIES
3.1. AUTHORIZED CAPITAL. The authorized capital of the Corporation
consists of 76,000,000 shares comprised of 75,000,000 Common Shares with a
par value of $0.01 each, of which 24,752,249 shares are issued and
outstanding and 1,000,000 Preferred Shares with a par value of $0.01 each,
of which no shares are issued and outstanding.
3.2. QUALIFICATION OF SHARES. All of the Common Shares to be issued
pursuant to this Warrant will be freely tradeable without further
registration or qualification.
3.3. WARRANT DULY AUTHORIZED AND EXECUTED AND BINDING. The execution,
delivery and performance by the Corporation of this Warrant have been duly
authorized by all necessary action of the Corporation and constitutes a
legal, valid and binding obligation of the Corporation enforceable against
the Corporation in accordance with its terms.
3.4. STOCK EXCHANGE. The Common Shares of this Corporation are listed
for trading on the Vancouver Stock Exchange.
4. ANTIDILUTION PROVISIONS
4.1. SHARE SPLITS AND CONSOLIDATIONS. If the Corporation shall at any
time subdivide or consolidate its outstanding Common Shares, this Warrant
shall, after that subdivision or consolidation, evidence the right to
purchase the number of Common Shares that would have been issuable as a
result of that change with respect to the Common Shares which were
purchasable under this Warrant immediately before that subdivision or
consolidation. If the
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Corporation shall at any time subdivide the outstanding Common Shares, the
Purchase Price then in effect immediately before that subdivision shall be
proportionately decreased, and, if the Corporation shall at any time
consolidate the outstanding Common Shares, the Purchase Price then in effect
immediately before that combination shall be proportionately increased. Any
adjustment under this Section shall become effective at the close of
business in Vancouver, British Columbia, on the date the subdivision or
combination becomes effective.
EXAMPLE: For example, if the Corporation declares a 2 for 1 share split
with respect to Common Shares at a time when this Warrant is exercisable for
90,000 Common Shares at a Purchase Price of CDN$12.00 per share, after the
split this Warrant will be exercisable for 180,000 Common Shares at a
Purchase Price of CDN$6.00 per share.
4.2. RECLASSIFICATION EXCHANGE AND SUBSTITUTION. If the Common Shares
issuable upon exercise of this Warrant shall be changed into the same or a
different number of shares of any other class or classes of shares, whether
by capital reorganization, reclassification, or otherwise (other than a
subdivision or consolidation of shares provided for above), the holder of
this Warrant shall, on its exercise, be entitled to purchase, in lieu of the
Common Shares which the holder would have become entitled to purchase but
for such change, a number of shares of such other class or classes of shares
equivalent to the number of Common Shares that would have been subject to
purchase by the holder on exercise of this Warrant immediately before that
change.
4.3. SHARE DIVIDENDS. For the purpose of making any adjustment in the
Purchase Price or number of Common Shares purchasable upon exercise of this
Warrant as provided above, if the Corporation shall declare any dividend, or
make any other distribution, on or in respect of any shares of the
Corporation of any class, which dividend or distribution is payable or paid
in Common Shares (other than dividends or distributions exempted as provided
elsewhere in this Warrant or pursuant to a stock dividend make in the
ordinary course of business), and no other adjustment on account of such
distribution is otherwise specifically provided for in this Warrant, that
declaration or other distribution shall be considered to be an issue or sale
of Common Shares without consideration.
4.4. REORGANIZATIONS MERGERS CONSOLIDATIONS OR SALE OF ASSETS.
(a) If at any time there shall be a capital reorganization of the
Corporation's Common Shares (other than a consolidation,
reclassification, exchange, or subdivision of shares provided for
elsewhere in this Warrant), or merger or consolidation of the
Corporation with or into another corporation, or the sale of the
Corporation's properties and assets as, or substantially as, an
entirety to any other person, then, as a part of such
reorganization, merger, consolidation or sale, lawful provision
shall be made so that the holder of this Warrant shall thereafter
be entitled to receive upon exercise of this Warrant, during the
period specified in this Warrant and upon payment of the Purchase
Price then in effect, the number of shares or other securities or
property of the Corporation, or of the successor corporation
resulting from such merger or consolidation, to which a holder of
the Common Shares deliverable upon exercise of this Warrant would
have been entitled in such
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capital reorganization, merger, consolidation or sale if this
Warrant had been exercised immediately before that capital
reorganization, merger, consolidation, or sale.
(b) In any such case, appropriate adjustment (as determined by the
Corporation's board of directors) shall be made in the application
of the provisions of this Warrant with respect to the rights and
interests of the holder of this Warrant after the reorganization,
merger, consolidation, or sale to the end that the provisions of
this Warrant (including adjustment of the Purchase Price then in
effect and number of shares purchasable upon exercise of this
Warrant) shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.
(c) The Corporation shall, within 30 days after making such
adjustment, give written notice (by first class mail, postage
prepaid) to the registered holder of this Warrant at the address of
that holder shown on the Corporation's books. That notice shall
set forth, in reasonable detail, the event requiring the
adjustment and the method by which the adjustment was calculated,
and specify the Purchase Price then in effect after the adjustment
and the increased or decreased number of shares purchasable upon
exercise of this Warrant. When appropriate, that notice may be
given in advance and included as part of the notice required under
other provisions of this Warrant.
4.5. NO DILUTION OR IMPAIRMENT. The Corporation covenants that it will
not, by amendment of its memorandum or articles or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities, or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant, but will
at all times and in good faith assist in carrying out all those terms and in
taking all action necessary to protect the rights of the holder of this
Warrant against dilution or other impairment. Without limiting the
generality of the above provision, the Corporation:
(a) will take all necessary or appropriate action in order that the
Corporation may validly and legally issue fully paid and
non-assessable Common Shares upon exercise of this Warrant.
(b) will not transfer all or substantially all of its properties and
assets to any other person, or consolidate with or merge into any
other corporation or permit any corporation to consolidate with or
merge into the Corporation (if the Corporation is not the
surviving corporation), unless such other person or corporation
shall expressly assume in writing and will be bound by all of the
terms of this Warrant.
4.6. NOTICE OF ADJUSTMENTS. The Corporation shall promptly give written
notice of each adjustment or readjustment of the Purchase Price or the
number of Common Shares or other securities issuable upon exercise of this
Warrant, by first class mail, postage prepaid, to the registered holder of
this Warrant at that holder's address as shown on the Corporation's books.
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The notice shall state that adjustment or readjustment and show in
reasonable detail the facts on which that adjustment or readjustment is
based.
4.7. NO CHANGE NECESSARY. The form of this Warrant need not be changed
because of any adjustment in the Purchase Price or in the number of Common
Shares purchasable upon its exercise. A Warrant issued after any adjustment
upon any partial exercise or in replacement may continue to express the same
Purchase Price and the same number of Common Shares (appropriately reduced
in the case of partial exercise) as are stated on the face of this Warrant
as initially issued, and that Purchase Price and that number of shares shall
be considered to have been so changed as of the close of business in
Vancouver, British Columbia on the date of adjustment.
5. FURTHER COVENANTS OF THE CORPORATION
5.1. RESERVATION OF COMMON SHARES. The Corporation covenants with HJFP
that it will at all times reserve and keep available, solely for issuance
upon exercise of this Warrant, all Common Shares from time to time issuable
upon exercise of this Warrant.
5.2. LISTING ON STOCK EXCHANGE. The Corporation covenants with HJFP
that it shall at all times maintain a listing of its Common Shares on a
recognized stock exchange in Canada or the United States acceptable to HJFP.
5.3. QUALIFICATION OF COMMON SHARES ISSUABLE ON EXERCISE OF THIS
WARRANT. The Corporation covenants with HJFP that it shall ensure that the
Common Shares to be issued pursuant to this Warrant will be freely tradable
on the recognized stock exchange forthwith upon issue.
5.4. REPLACEMENT. On receipt of evidence reasonably satisfactory to the
Corporation of the loss, theft, destruction, or mutilation of this Warrant
and, in the case of loss, theft, or destruction, on delivery of any
indemnity agreement or bond reasonably satisfactory in form and amount to
the Corporation or, in the case of mutilation, on surrender and cancellation
of this Warrant, the Corporation at its expense will execute and deliver, in
lieu of this Warrant, a new Warrant of like tenor.
5.5. EXCHANGE AND TRANSFER. On surrender of this Warrant for exchange,
the Corporation at its expense will issue to the holder of this Warrant a
new Warrant or Warrants of like tenor, in the name of HJFP calling in the
aggregate on the face or faces of such Warrant or Warrants for the number of
Common Shares called for on the face of this Warrant.
5.6. TRANSFER AGENT. The Corporation shall at all times have a Transfer
Agent for the purposes of issuing Common Shares upon the exercise of this
Warrant and of replacing or exchanging this Warrant, and during the
continuance of that appointment any such issuance, replacement, or exchange
shall be made at that office by that Transfer Agent.
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6. MISCELLANEOUS PROVISIONS
6.1. NO RIGHTS AS MEMBER. No holder of this Warrant, as such, shall be
entitled to vote or receive dividends or be considered a member of the
Corporation for any purpose, nor shall anything in this Warrant be construed
to confer on any holder of this Warrant as such, any rights of a member of
the Corporation or any right to vote, give or withhold consent to any
corporate action, to receive notice of meeting of members, to receive
dividends or subscription rights or otherwise.
6.2. NEGOTIABILITY. Subject to the prior written consent of the
Vancouver Stock Exchange, title to this Warrant may be transferred by
endorsement (by the holder of this Warrant executing the form of assignment
at the end of this Warrant) and delivery in the same manner as a negotiable
instrument transferable by endorsement and delivery. Until this Warrant is
transferred on the books of the Corporation, the Corporation may treat the
registered holder of this Warrant as the absolute owner of this Warrant for
all purposes, notwithstanding any notice to the contrary.
6.3. MODIFICATION. This Warrant and any of its terms may be changed,
waived, or terminated only by a written instrument signed by the party
against whom enforcement of that change, waiver, or termination is sought.
6.4. GOVERNING LAW. This Warrant shall be governed by and construed and
enforced in accordance with the laws of British Columbia.
6.5. EXPIRATION. The right to exercise this Warrant shall expire at the
close of business in Vancouver, British Columbia on May 8, 1999. The expiry
date of the Warrant may not be extended.
IN WITNESS WHEREOF this Warrant has been duly executed by CARING
PRODUCTS INTERNATIONAL, INC., by its proper officers at Vancouver, British
Columbia this 12th day of May, 1997.
CARING PRODUCTS INTERNATIONAL, INC.
By:/s/ William H. W. Atkinson
--------------------------
William H. W. Atkinson, Chairman
NOTE:
Any share certificate issued upon the exercise of this warrant prior to
April 17, 1998 will be printed with a legend as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A HOLD PERIOD
EXPIRING AT MIDNIGHT ON APRIL 17, 1998 AND MAY NOT BE TRADED IN BRITISH
COLUMBIA UNTIL THE EXPIRY OF THE HOLD PERIOD EXCEPT AS PERMITTED BY THE
SECURITIES ACT (BRITISH COLUMBIA) AND RULES MADE THEREUNDER."
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SUBSCRIPTION FORM
(To be signed only upon exercise of Warrant)
To: Montreal Trust Company of Canada
Montreal Trust Centre
510 Burrard Street, 4th Floor
Vancouver, British Columbia V6C 3B9
The undersigned, the holder of the attached Warrant, hereby
irrevocably elects to exercise the purchase right represented by that
Warrant for, and to purchase under the Warrant,_____________________Common
Shares of Caring Products International, Inc. and herewith makes payment of
$_________________________ for those Common Shares. Attached hereto is a
calculation of the purchase price for the Common Shares in respect of which
this Warrant is being exercised. The undersigned hereby requests that the
share certificate for those Common Shares be issued in the name of, and
delivered to,_______________________________________________ whose address
is____________________________________________
Dated:________________________, 19_
(Signature must conform in all respects to name of
holder as specified on the face of the attached Warrant.)
____________________________________________
Signature
____________________________________________
Address
____________________________________________
____________________________________________
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