EXHIBIT 4(a)
THIS CLASS A WARRANT IS PART OF A UNIT CONSISTING OF ONE SHARE OF COMMON STOCK,
THIS CLASS A WARRANT AND ONE CLASS B WARRANT. THIS CLASS A WARRANT MAY NOT BE
TRANSFERRED SEPARATELY FROM THE SHARE OF COMMON STOCK AND THE CLASS B WARRANT
COMPRISING THE UNIT OF WHICH THIS CLASS A WARRANT IS A PART BEFORE THE EFFECTIVE
DATE OF A REGISTRATION STATEMENT FILED IN CONNECTION WITH THE COMMON STOCK
INCLUDED IN THE UNIT OF WHICH THIS CLASS A WARRANT IS A PART, UNLESS SUCH
TRANSFER IS EARLIER CONSENTED TO IN WRITING BY THE COMPANY.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH AN
EXEMPTION FROM REGISTRATION UNDER THAT ACT.
CLASS A WARRANT
SIRCO INTERNATIONAL CORP.
SHARES OF COMMON STOCK
This certifies that _______________ or any party to whom this Warrant is
assigned in accordance with its terms is entitled to subscribe for and purchase
_______ shares of the Common Stock of Sirco International Corp., a New York
corporation, on the terms and conditions of this Warrant.
1. Definitions. As used in this Warrant, the term:
1.1 "Business Day" means any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of New York are
authorized or obligated to be closed by law or by executive order.
1.2 "Common Stock" means the Common Stock, par value $.10 per
share, of the Corporation.
1.3 "Corporation" means Sirco International Corp., a New York
corporation, or its successor.
1.4 "Expiration Date" means April 18, 1998.
1.5 "Holder" means _________________ or any party to whom this
Warrant is assigned in accordance with its terms.
1.6 "1933 Act" means the Securities Act of 1933, as amended.
1.7 "Warrant" means this Warrant and any warrants delivered in
substitution or exchange for this Warrant in accordance with the provisions of
this Warrant.
1.8 "Warrant Price" means $4.125 per share of Common Stock, as
such amount may be adjusted pursuant to Section 4 hereof.
2. Exercise of Warrant. At any time before the Expiration Date, the
Holder may exercise the purchase rights represented by this Warrant, in whole or
in part, by surrendering this Warrant (with a duly executed subscription in the
form attached) at the Corporation's principal office in Stamford, Connecticut,
and by paying the Corporation, by certified or cashier's check, the aggregate
Warrant Price for the shares of Common Stock being purchased.
2.1 Delivery of Certificates. Within thirty (30) days after
each exercise of the purchase rights represented by this Warrant, the
Corporation shall deliver a certificate for the shares of Common Stock so
purchased to the Holder and, unless this Warrant has been fully exercised or
expired, a new Warrant representing the balance of the shares of Common Stock
subject to this Warrant.
2.2 Effect of Exercise. The person entitled to receive the
shares of Common Stock issuable upon any exercise of the purchase rights
represented by this Warrant, shall be treated for all purposes as the holder of
such shares of record as of the close of business on the date of exercise.
2.3 Issue Taxes. The Corporation shall pay all issue and other
taxes that may be payable in respect of any issue or delivery to the Holder of
shares of Common Stock upon exercise of this Warrant.
3. Stock Fully Paid; Reservation of Shares. The Corporation covenants
and agrees that all securities that it may issue upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and nonassessable
and free from all taxes, liens and charges. The Corporation further covenants
and agrees that, during the period within which the Holder may exercise the
rights represented by this Warrant, the Corporation shall at all times have
authorized and reserved for issuance enough shares of its Common Stock or other
securities for the full exercise of the rights represented by this Warrant. The
Corporation shall not, by an amendment to its Certificate of Incorporation or
through reorganization, consolidation, merger, dissolution, issue or sale of
securities, sale of assets or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant.
4. Adjustments. The Warrant Price and the number of shares of Common
Stock that the Corporation must issue upon exercise of this Warrant shall be
subject to adjustment in accordance with Sections 4.1 through 4.3.
4.1 Adjustment to Warrant Price for Combinations or
Subdivisions of Common Stock. If the Corporation at any time or from time to
time after the date hereof (1) declares or pays, without consideration, any
dividend on the Common Stock payable in Common Stock; (2) creates any right to
acquire Common Stock for no consideration; (3) subdivides the outstanding shares
of Common Stock (by stock split, reclassification or otherwise); or (4) combines
or consolidates the outstanding shares of Common Stock, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Corporation shall
proportionately increase or decrease the Warrant Price, as appropriate.
4.2 Adjustments for Reclassification and Reorganization. If
the Common Stock issuable upon exercise of this Warrant changes into shares of
any other class or classes of security or into any other property for any reason
other than a subdivision or combination of shares provided for in Section 4.1,
including without limitation any reorganization, reclassification, merger or
consolidation, the Corporation shall take all steps necessary to give the Holder
the right, by exercising this Warrant, to purchase the kind and amount of
securities or other property receivable upon any such change by the owner of the
number of shares of Common Stock subject to this Warrant immediately before the
change.
4.3 Spin Offs. If the Corporation spins off any subsidiary by
distributing to the Corporation's shareholders as a dividend or otherwise any
stock or other securities of the subsidiary, the Corporation shall reserve until
the Expiration Date enough of such shares or other securities for delivery to
the Holders upon any exercise of the rights represented by this Warrant to the
same extent as if the Holders owned of record all Common Stock or other
securities subject to this Warrant on the record date for the distribution of
the subsidiary's shares or other securities.
4.4 Certificates as to Adjustments. Upon each adjustment or
readjustment required by this Section 4, the Corporation at its expense shall
promptly compute such adjustment or readjustment in accordance with this
Section, cause independent public accountants selected by the Corporation to
verify such computation and prepare and furnish to the Holder a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based.
5. Fractional Shares. The Corporation shall not issue any fractional
shares in connection with any exercise of this Warrant.
6. Dissolution or Liquidation. If the Corporation dissolves, liquidates
or winds up its business before the exercise or expiration of this Warrant, the
Holder shall be entitled, upon exercising this Warrant, to receive in lieu of
the shares of Common Stock or any other securities receivable upon such
exercise, the same kind and amount of assets as would have been issued,
distributed or paid to it upon any such dissolution, liquidation or winding up
with respect to such shares of Common Stock or other securities, had the Holder
been the holder of record on the record date for the determination of those
entitled to receive any such liquidating distribution or, if no record is taken,
upon the date of such liquidating distribution. If any such dissolution,
liquidation or winding up results in a cash distribution or distribution of
property which the Corporation's Board of Directors determines in good faith to
have a cash value in excess of the Warrant Price provided by this Warrant, then
the Holder may, at its option, exercise this Warrant without paying the
aggregate Warrant Price and, in such case, the Corporation shall, in making
settlement to Holder, deduct from the amount payable to Holder an amount equal
to such aggregate Warrant Price.
7. Redemption. The Corporation possesses no right to redeem any
unexercised Warrants.
8. Transfer and Exchange.
8.1 Transfer. Subject to Section 8.3, the Holder may transfer
all or part of this Warrant at any time on the books of the Corporation at its
principal office upon surrender of this Warrant, properly endorsed. Upon such
surrender, the Corporation shall issue and deliver to the transferee a new
Warrant or Warrants representing the Warrants so transferred. Upon any partial
transfer, the Corporation shall issue and deliver to the Holder a new Warrant or
Warrants with respect to the Warrants not so transferred.
8.2 Exchange. The Holder may exchange this Warrant at any time
at the principal office of the Corporation for Warrants in such denominations as
the Holder may designate in writing. No such exchanges will increase the total
number of shares of Common Stock or other securities that are subject to this
Warrant.
8.3 Securities Act of 1933. By accepting this Warrant, the
Holder agrees that this Warrant and the shares of the Common Stock issuable upon
exercise of this Warrant may not be offered or sold except in compliance with
the 1933 Act, and then only with the recipient's agreement to comply with this
Section 8 with respect to any resale or other disposition of such securities.
The Corporation may make a notation on its records in order to implement such
restriction on transferability. In connection with any transfer of all or a part
of this Warrant, the Corporation may require that the Holder deliver to the
Corporation such certificates and opinions of counsel as the Corporation may
reasonably request to confirm compliance with the 1933 Act.
9. Loss or Mutilation. Upon the Corporation's receipt of reasonably
satisfactory evidence of the ownership and the loss, theft, destruction or
mutilation of this Warrant and (in the case of loss, theft or destruction) of a
reasonably satisfactory indemnity or (in the case of mutilation) upon surrender
and cancellation of this Warrant, the Corporation shall execute and deliver a
new Warrant to the Holder.
10. Successors. All the covenants and provisions of this Warrant shall
bind and inure to the benefit of the Holder and the Corporation and their
respective successors and assigns.
11. Notices. All notices and other communications given pursuant to this
Warrant shall be in writing and shall be deemed to have been given when
personally delivered or when mailed by prepaid registered, certified or express
mail, return receipt requested. Notices should be addressed as follows:
(a) If to Holder, then to:
(b) If to the Corporation, then to:
Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut 06901
With a copy (which shall not constitute notice) to:
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
Attention: Eric M. Hellige, Esq.
Such addresses for notices may be changed by any party by notice to the other
party pursuant to this Section 11.
12. Amendment. This Warrant may be amended only by an instrument in
writing signed by the Corporation and Holder.
13. Construction of Warrant. This Warrant shall be construed as a whole
and in accordance with its fair meaning. A reference in this Warrant to any
section shall be deemed to include a reference to every section the number of
which begins with the number of the section to which reference is made. This
Warrant has been negotiated by both parties and its language shall not be
construed for or against any party.
14. Law Governing. This Warrant is executed, delivered and to be
performed in the State of New York and shall be construed and enforced in
accordance with and governed by New York law without regard to any conflicts of
law or choice of forum provisions.
Dated as of
SIRCO INTERNATIONAL CORP.
By:
Paul H. Riss
Chief Financial Officer
Attest:
Secretary
SUBSCRIPTION FORM
(To be executed only upon exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably exercises
this Warrant and agrees to purchase shares of Common Stock of Sirco
International Corp., all at the price and on the terms and conditions specified
in this Warrant.
Dated:
(Signature of Registered Holder)
(Street Address)
(City) (State) (Zip)
ISSUE OF A NEW WARRANT
(To be executed only upon partial exercise,
exchange, or partial transfer of Warrant)
Please issue Warrants, each representing the right to purchase shares of
Common Stock of Sirco International Corp. to the registered holder.
Dated:
(Signature of Registered Holder)
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered Holder of this Warrant
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under the Warrant, with respect to the number of shares of
Common Stock set forth below (the "Transfer"):
Name of Assignee Address No. of Shares
The undersigned irrevocably constitutes and appoints as the undersigned's
attorney-in-fact, with full power of substitution, to make the transfer on the
books of Sirco International Corp.
Dated:
(Signature)
EXHIBIT 4(b)
THIS CLASS B WARRANT IS PART OF A UNIT CONSISTING OF ONE SHARE OF COMMON STOCK,
THIS CLASS B WARRANT AND ONE CLASS A WARRANT. THIS CLASS B WARRANT MAY NOT BE
TRANSFERRED SEPARATELY FROM THE SHARE OF COMMON STOCK AND THE CLASS A WARRANT
COMPRISING THE UNIT OF WHICH THIS CLASS B WARRANT IS A PART BEFORE THE EFFECTIVE
DATE OF A REGISTRATION STATEMENT FILED IN CONNECTION WITH THE COMMON STOCK
INCLUDED IN THE UNIT OF WHICH THIS CLASS B WARRANT IS A PART, UNLESS SUCH
TRANSFER IS EARLIER CONSENTED TO IN WRITING BY THE COMPANY.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH AN
EXEMPTION FROM REGISTRATION UNDER THAT ACT.
CLASS B WARRANT
SIRCO INTERNATIONAL CORP.
SHARES OF COMMON STOCK
This certifies that _______________ or any party to whom this Warrant is
assigned in accordance with its terms is entitled to subscribe for and purchase
_______ shares of the Common Stock of Sirco International Corp., a New York
corporation, on the terms and conditions of this Warrant.
1. Definitions. As used in this Warrant, the term:
1.1 "Business Day" means any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of New York are
authorized or obligated to be closed by law or by executive order.
1.2 "Common Stock" means the Common Stock, par value $.10 per
share, of the Corporation.
1.3 "Corporation" means Sirco International Corp., a New York
corporation, or its successor.
1.4 "Expiration Date" means April 18, 1998.
1.5 "Holder" means __________________ or any party to whom
this Warrant is assigned in accordance with its terms.
1.6 "1933 Act" means the Securities Act of 1933, as amended.
1.7 "Warrant" means this Warrant and any warrants delivered in
substitution or exchange for this Warrant in accordance with the provisions of
this Warrant.
1.8 "Warrant Price" means $5.125 per share of Common Stock, as
such amount may be adjusted pursuant to Section 4 hereof.
2. Exercise of Warrant. At any time before the Expiration Date, the
Holder may exercise the purchase rights represented by this Warrant, in whole or
in part, by surrendering this Warrant (with a duly executed subscription in the
form attached) at the Corporation's principal office in Stamford, Connecticut,
and by paying the Corporation, by certified or cashier's check, the aggregate
Warrant Price for the shares of Common Stock being purchased.
2.1 Delivery of Certificates. Within thirty (30) days after
each exercise of the purchase rights represented by this Warrant, the
Corporation shall deliver a certificate for the shares of Common Stock so
purchased to the Holder and, unless this Warrant has been fully exercised or
expired, a new Warrant representing the balance of the shares of Common Stock
subject to this Warrant.
2.2 Effect of Exercise. The person entitled to receive the
shares of Common Stock issuable upon any exercise of the purchase rights
represented by this Warrant, shall be treated for all purposes as the holder of
such shares of record as of the close of business on the date of exercise.
2.3 Issue Taxes. The Corporation shall pay all issue and other
taxes that may be payable in respect of any issue or delivery to the Holder of
shares of Common Stock upon exercise of this Warrant.
3. Stock Fully Paid; Reservation of Shares. The Corporation covenants
and agrees that all securities that it may issue upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and nonassessable
and free from all taxes, liens and charges. The Corporation further covenants
and agrees that, during the period within which the Holder may exercise the
rights represented by this Warrant, the Corporation shall at all times have
authorized and reserved for issuance enough shares of its Common Stock or other
securities for the full exercise of the rights represented by this Warrant. The
Corporation shall not, by an amendment to its Certificate of Incorporation or
through reorganization, consolidation, merger, dissolution, issue or sale of
securities, sale of assets or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant.
4. Adjustments. The Warrant Price and the number of shares of Common
Stock that the Corporation must issue upon exercise of this Warrant shall be
subject to adjustment in accordance with Sections 4.1 through 4.3.
4.1 Adjustment to Warrant Price for Combinations or
Subdivisions of Common Stock. If the Corporation at any time or from time to
time after the date hereof (1) declares or pays, without consideration, any
dividend on the Common Stock payable in Common Stock; (2) creates any right to
acquire Common Stock for no consideration; (3) subdivides the outstanding shares
of Common Stock (by stock split, reclassification or otherwise); or (4) combines
or consolidates the outstanding shares of Common Stock, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Corporation shall
proportionately increase or decrease the Warrant Price, as appropriate.
4.2 Adjustments for Reclassification and Reorganization. If
the Common Stock issuable upon exercise of this Warrant changes into shares of
any other class or classes of security or into any other property for any reason
other than a subdivision or combination of shares provided for in Section 4.1,
including without limitation any reorganization, reclassification, merger or
consolidation, the Corporation shall take all steps necessary to give the Holder
the right, by exercising this Warrant, to purchase the kind and amount of
securities or other property receivable upon any such change by the owner of the
number of shares of Common Stock subject to this Warrant immediately before the
change.
4.3 Spin Offs. If the Corporation spins off any subsidiary by
distributing to the Corporation's shareholders as a dividend or otherwise any
stock or other securities of the subsidiary, the Corporation shall reserve until
the Expiration Date enough of such shares or other securities for delivery to
the Holders upon any exercise of the rights represented by this Warrant to the
same extent as if the Holders owned of record all Common Stock or other
securities subject to this Warrant on the record date for the distribution of
the subsidiary's shares or other securities.
4.4 Certificates as to Adjustments. Upon each adjustment or
readjustment required by this Section 4, the Corporation at its expense shall
promptly compute such adjustment or readjustment in accordance with this
Section, cause independent public accountants selected by the Corporation to
verify such computation and prepare and furnish to the Holder a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based.
5. Fractional Shares. The Corporation shall not issue any fractional
shares in connection with any exercise of this Warrant.
6. Dissolution or Liquidation. If the Corporation dissolves, liquidates
or winds up its business before the exercise or expiration of this Warrant, the
Holder shall be entitled, upon exercising this Warrant, to receive in lieu of
the shares of Common Stock or any other securities receivable upon such
exercise, the same kind and amount of assets as would have been issued,
distributed or paid to it upon any such dissolution, liquidation or winding up
with respect to such shares of Common Stock or other securities, had the Holder
been the holder of record on the record date for the determination of those
entitled to receive any such liquidating distribution or, if no record is taken,
upon the date of such liquidating distribution. If any such dissolution,
liquidation or winding up results in a cash distribution or distribution of
property which the Corporation's Board of Directors determines in good faith to
have a cash value in excess of the Warrant Price provided by this Warrant, then
the Holder may, at its option, exercise this Warrant without paying the
aggregate Warrant Price and, in such case, the Corporation shall, in making
settlement to Holder, deduct from the amount payable to Holder an amount equal
to such aggregate Warrant Price.
7. Redemption. The Corporation possesses no right to redeem any
unexercised Warrants.
8. Transfer and Exchange.
8.1 Transfer. Subject to Section 8.3, the Holder may transfer
all or part of this Warrant at any time on the books of the Corporation at its
principal office upon surrender of this Warrant, properly endorsed. Upon such
surrender, the Corporation shall issue and deliver to the transferee a new
Warrant or Warrants representing the Warrants so transferred. Upon any partial
transfer, the Corporation shall issue and deliver to the Holder a new Warrant or
Warrants with respect to the Warrants not so transferred.
8.2 Exchange. The Holder may exchange this Warrant at any time
at the principal office of the Corporation for Warrants in such denominations as
the Holder may designate in writing. No such exchanges will increase the total
number of shares of Common Stock or other securities that are subject to this
Warrant.
8.3 Securities Act of 1933. By accepting this Warrant, the
Holder agrees that this Warrant and the shares of the Common Stock issuable upon
exercise of this Warrant may not be offered or sold except in compliance with
the 1933 Act, and then only with the recipient's agreement to comply with this
Section 8 with respect to any resale or other disposition of such securities.
The Corporation may make a notation on its records in order to implement such
restriction on transferability. In connection with any transfer of all or a part
of this Warrant, the Corporation may require that the Holder deliver to the
Corporation such certificates and opinions of counsel as the Corporation may
reasonably request to confirm compliance with the 1933 Act.
9. Loss or Mutilation. Upon the Corporation's receipt of reasonably
satisfactory evidence of the ownership and the loss, theft, destruction or
mutilation of this Warrant and (in the case of loss, theft or destruction) of a
reasonably satisfactory indemnity or (in the case of mutilation) upon surrender
and cancellation of this Warrant, the Corporation shall execute and deliver a
new Warrant to the Holder.
10. Successors. All the covenants and provisions of this Warrant shall
bind and inure to the benefit of the Holder and the Corporation and their
respective successors and assigns.
11. Notices. All notices and other communications given pursuant to
this Warrant shall be in writing and shall be deemed to have been given when
personally delivered or when mailed by prepaid registered, certified or express
mail, return receipt requested. Notices should be addressed as follows:
(a) If to Holder, then to:
(b) If to the Corporation, then to:
Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut 06901
With a copy (which shall not constitute notice) to:
Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
Attention: Eric M. Hellige, Esq.
Such addresses for notices may be changed by any party by notice to the other
party pursuant to this Section 11.
12. Amendment. This Warrant may be amended only by an instrument in
writing signed by the Corporation and Holder.
13. Construction of Warrant. This Warrant shall be construed as a whole
and in accordance with its fair meaning. A reference in this Warrant to any
section shall be deemed to include a reference to every section the number of
which begins with the number of the section to which reference is made. This
Warrant has been negotiated by both parties and its language shall not be
construed for or against any party.
14. Law Governing. This Warrant is executed, delivered and to be
performed in the State of New York and shall be construed and enforced in
accordance with and governed by New York law without regard to any conflicts of
law or choice of forum provisions.
Dated as of
SIRCO INTERNATIONAL CORP.
By:
Paul H. Riss
Chief Financial Officer
Attest:
Secretary
SUBSCRIPTION FORM
(To be executed only upon exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably exercises
this Warrant and agrees to purchase shares of Common Stock of Sirco
International Corp., all at the price and on the terms and conditions specified
in this Warrant.
Dated:
(Signature of Registered Holder)
(Street Address)
(City) (State) (Zip)
ISSUE OF A NEW WARRANT
(To be executed only upon partial exercise,
exchange, or partial transfer of Warrant)
Please issue Warrants, each representing the right to purchase shares
of Common Stock of Sirco International Corp. to the registered holder.
Dated:
(Signature of Registered Holder)
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered Holder of this Warrant
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under the Warrant, with respect to the number of shares of
Common Stock set forth below (the "Transfer"):
Name of Assignee Address No. of Shares
The undersigned irrevocably constitutes and appoints as the undersigned's
attorney-in-fact, with full power of substitution, to make the transfer on the
books of Sirco International Corp.
Dated:
(Signature)