EXHIBIT 4.1
EAC INDUSTRIES, INC.
RIGHTS EXERCISE AGREEMENT
CUSIP NO. 268226 10 7
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE
PROSPECTUS OF EAC INDUSTRIES, INC. (THE "COMPANY") DATED SEPTEMBER __, 1997 (THE
"PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS
ARE AVAILABLE UPON REQUEST FROM THE COMPANY.
THIS RIGHTS EXERCISE AGREEMENT MUST BE RECEIVED BY THE COMPANY AS THE
EXERCISE AGENT WITH PAYMENT IN FULL BY 5:00 P.M., NEW YORK CITY TIME, ON
__________, 1997 OR SUCH LATER DATE TO WHICH THE RIGHTS OFFERING MAY HAVE BEEN
EXTENDED AT THE OPTION OF THE COMPANY (THE "EXPIRATION DATE").
The Rights which are exercisable by this Rights Exercise Agreement may
be exercised by duly completing Form 1 or may be exercised through a bank or
broker by duly completing Form 2. Rights holders are advised to review the
Prospectus, copies of which are available from the Company as the exercise
agent, before exercising their Rights. IMPORTANT: Complete the appropriate FORM
and SIGN as noted.
EAC INDUSTRIES, INC.
By /s/ Peter B. Fritzsche
-------------------------
Peter B. Fritzsche
President and CEO
AN EXERCISE OF RIGHTS EVIDENCED HEREBY IS IRREVOCABLE. NO PARTIAL
EXERCISE IS PERMITTED.
FORM 1 - RIGHTS EXERCISE AND SUBSCRIPTION: The undersigned hereby
irrevocably exercises all Rights to subscribe for shares of Common Stock as
indicated below, on the terms and subject to the conditions specified in the
Prospectus, receipt of which is hereby acknowledged.
(a) Number of shares owned by the undersigned which is the
same number subscribed for pursuant to the Subscription Privilege (one
Right needed to subscribe for each full share):
(b) Total Exercise Price (total number of shares subscribed
for times the Exercise Price of $.22 per share): $_________1
METHOD OF PAYMENT
CHECK, BANK DRAFT OR MONEY ORDER PAYABLE TO EAC INDUSTRIES,
INC. Amount: ______________
WIRE TRANSFER DIRECTED TO THE COMPANY ACCOUNT AT MANUFACTURERS
- --------
1Partial exercises are not permitted. However, if the amount enclosed
or transmitted is not sufficient to pay the Exercise Price for all shares
subscribed for, or if the number of shares being subscribed for is not
specified, the Company has the right and option to take the position that the
number of shares subscribed for will be assumed to be the maximum number that
could be subscribed for upon payment of such amount.
HANOVER BANK, Account No. __________; ABA No. __________.
Amount: $______________
FORM 2 - TO EXERCISE YOUR RIGHTS THROUGH YOUR BANK OR BROKER: For value
received, Rights represented by this Rights Exercise Agreement are hereby
assigned to (please print name and address and Social Security No. of transferee
Bank or Broker in full):
Name:_______________________________
(Name of Bank or Broker)
Address:____________________________
Social Security Number______________
FORM 3 - SPECIAL DELIVERY INSTRUCTIONS: Name and/or address for mailing
any stock certificate if other than shown on the face hereof:
Name:_______________________________
Address:____________________________
____________________________________
(including zip code)
IMPORTANT
RIGHTSHOLDER SIGN HERE
AND COMPLETE SUBSTITUTE FORM W-9
______________________________________
(Signature(s) of Registered Holder(s))
Dated: _________________, 1997
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
Stock Certificate representing shares of EAC Industries, Inc. If signature is by
trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact,
agent(s), officer(s) or a corporation or another acting in a fiduciary or
representative capacity, please provide the following information.)
Name(s)
______________________________________
(Please Print)
Capacity______________________________
Address_______________________________
(Including Zip Code)
Area Code and Telephone Number________
(Home)
________
(Business)
Tax Identification or Social
Security No.__________________________
(Complete Substitute Form W-9)
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
PAYER'S NAME: EAC INDUSTRIES, INC.
SUBSTITUTE FORM W-9 Part 1-PLEASE PROVIDE YOUR TIN TIN:______________________________
ON THE LINE AT RIGHT AND Social Security Number or
CERTIFY BY SIGNING AND DATING Employer Identification Number
BELOW.
Department of the Treasury ___________________________________________________________________
Internal Revenue Service Name (Please Print)
_______________________________ Part 2-For Payees (i.e., corporations
Address and certain foreign individuals) exempt
from backup withholding, please write
"exempt"
_______________________________
City State Zip Code
Payer's Request for Part 3-CERTIFICATION. UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) the
Taxpayer Identification number shown on this form is my correct taxpayer identification number
Number ("TIN") (or a TIN has not been issued to me but I have mailed or delivered
and Certification an application to receive a TIN or will do so in the near future),
(2) I am not subject to backup withholding either because I have not
been notified by the Internal Revenue Service (the "I.R.S.") that I am
subject to backup withholding as a result of a failure to report all
interest or dividends or the I.R.S. has notified me that I am no longer
subject to backup withholding, and (3) all other information provided
on this form is true, correct and complete.
SIGNATURE DATE You must cross out item (2) above if you have been notified
by the I.R.S. that you are currently subject to backup withholding because
of under reporting interest or dividends on your tax return. However, if
after being notified by the I.R.S. that you were subject to backup withholding,
you received another notification from the I.R.S. that you are no longer subject
to backup withholding, do not cross out item (2).
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
INSTRUCTIONS
1. Delivery of Rights Exercise Agreement. This Rights Exercise Agreement,
duly completed and signed, must be used in connection with any exercise
of Rights and purchase of EAC Common Stock. A Rights Exercise Agreement
must be received by the Company as Exercise Agent, in reasonably
satisfactory form, accompanied by the delivery of a check representing
the Exercise Price Per Share for the Rights to be exercised. The method
of delivery of the Rights Exercise Agreement for EAC Common Stock and
other documents is at the option and risk of the stockholder. Exercise
of Rights for EAC Common Stock by mail or by overnight courier may be
made to the Exercise Agent at the address indicated therefor on the
first page of this Rights Exercise Agreement. Delivery may also be made
to the Exercise Agent in person at the address of the Company from 8:30
a.m. to 4:30 p.m. local time Monday through Friday.
2. Inadequate Space. If the space provided herein is inadequate, the name
and address of the registered holder and the number of shares of EAC
Common Stock represented by the Rights Exercise Agreement should be
listed on a separate signed schedule attached hereto.
3. Signatures on Rights Exercise Agreement. If any Rights Exercise
Agreement delivered herewith is related to Rights owned of record by
two or more joint owners, all such owners should sign the Rights
Exercise Agreement. If any shares of EAC Common Stock are registered in
different names on several certificates, it will be necessary to
complete, sign and submit as many separate Rights Exercise Agreement as
there are different registrations of ownership.
If this Rights Exercise Agreement by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and evidence reasonably satisfactory to the Exercise
Agent of their authority so to act must be submitted.
4. Stock Transfer Taxes. EAC will pay or cause to be paid any state stock
transfer taxes applicable to the delivery of the EAC Common Stock.
5. Validity of Exercise; Irregularities. All questions as to validity,
form and eligibility of any surrender exercise of Rights and
subscription for shares of EAC Common Stock hereunder will be
reasonably determined by EAC, and such determination shall be final and
binding. EAC reserves the right to waive any irregularities or defects
in the exercise of any Right(s), and its interpretation of the terms
and conditions of the Rights Offering and of this Rights Exercise
Agreement (including these instructions) with respect to such
irregularities or defects shall be final and binding. A Rights exercise
will not be deemed to have been made until all irregularities have been
cured or waived. The Exercise Agent shall return to the tendering
holder(s), as soon as is reasonably practicable, any Rights Exercise
Agreement(s) that have not been properly tendered and as to which the
irregularities or defects were not cured or waived.
6. Special Delivery Instructions. Indicate in the Special Delivery
Instructions box the name and address of the person in whose name the
certificate for the EAC Common Stock is to be issued if the certificate
is to be issued in the name of someone other than the person(s) signing
this Rights Exercise Agreement. Indicate in the Special Delivery
Instructions box the name and address to which delivery of the
certificate for the EAC Common Stock is to be sent.
7. Substitute Form W-9. Each stockholder exercise and Rights is required
to provide the Exercise Agent with a correct Taxpayer Identification
Number ("TIN") on Substitute Form W-9 and make the certification
required on that form. Failure to provide the information on such Form
may subject such stockholder to 31% federal income tax withholding on
future payments for the EAC Common Stock purchased. If the stockholder
has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future, Part 1 of Substitute Form W-9
may be completed by writing "Applied For" in the space for the TIN.
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder purchasing EAC Common Stock
is required to provide the Exercise Agent with such stockholder's correct
taxpayer identification number on Substitute Form W-9 and make the certification
required on that form. If such stockholder is an individual, the taxpayer
identification number is his social security number. If the Exercise Agent is
not provided with the correct taxpayer identification number, the stockholder
may be subject to a $50 penalty imposed by the Internal Revenue Service and any
future payment made to such stockholder with respect to his certificate(s) may
be subject to backup withholding.
Certain stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements, although they may complete a Substitute Form W-9 to
avoid possible erroneous backup withholding (in which case, they should write
"exempt" in Part 2). In order for a foreign individual to qualify as an exempt
recipient, that stockholder (or his/her transferee) must submit a statement,
signed under penalties of perjury, attesting to that individual's exempt status,
such as a duly completed I.R.S. Form W-8. Such statement can be obtained from
the Exercise Agent. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional information.
If backup withholding applies, the Exercise Agent is required to
withhold 31% of any payments made to the stockholder. Backup withholding is not
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in overpayment of taxes, a refund may be obtained from the I.R.S..
Purpose of Substitute Form W-9
To prevent backup withholding on any payment that is made to a EAC
stockholder with respect to EAC Common Stock subscribed for such stockholder is
required to notify the Exercise Agent of his correct taxpayer identification
number by completing the form above certifying that the taxpayer identification
number provided on Substitute Form W-9 is correct (or that such stockholder is
awaiting a taxpayer identification number) and that (1) the stockholder has not
been notified by the Internal Revenue Service that he is subject to backup
withholding as a result of a failure to report all interest or dividends or (2)
the Internal Revenue Service has notified the stockholder that he is no longer
subject to backup withholding.
What Number to Give the Exchange Agent
The stockholder is required to give the Exercise Agent the social
security number or employee identification number of the record owner of the EAC
Common Stock with respect the Rights are exercised. If the shares are held in
more than one name or are not in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidance on which number to report.
NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY FUTURE PAYMENTS MADE TO YOU ON YOUR
EAC SHARES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.