EXHIBIT 4.3
[FORM OF]
WARRANT AGREEMENT
THIS AGREEMENT, made as of this 18th day of June 1998, by and between
SIRCO INTERNATIONAL CORP., having its principal office at 24 Richmond Hill
Avenue, Stamford, Connecticut 06901 (the "Company") and _______________________,
having its principal office at _________________________________________________
(the "Holder").
W I T N E S S E T H:
WHEREAS, the Company has agreed to transfer and deliver to the Holder a
warrant (the "Warrant") to purchase up to ______________ shares of the Company's
Common Stock, par value $.10 per share ("Common Stock").
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties agree as follows:
1. Grant of Warrant. Subject to all terms and conditions of this
Agreement, the Company hereby grants to the Holder the right to purchase up to
20,000 shares (the "Shares") of Common Stock at a purchase price of $4.00 per
share.
2. Expiration. The Warrant may not be exercised after June 30, 2001
(the "Expiration Date").
3. Exercise of Warrant. The Warrant may be exercised, in whole or in
part, at any time prior to the Expiration Date or the earlier termination of the
Warrant. If the Warrant is not exercised to the maximum extent permissible, it
shall be exercisable, in whole or in part, with respect to all Shares not so
purchased at any time prior to the Expiration Date or the earlier termination of
the Warrant.
4. Payment of Purchase Price Upon Exercise. The Warrant may be
exercised in whole or in part by the Holder by delivering or mailing to the
Company at its principal office, or such other place as the Company may
designate, written notice of exercise duly signed by the Holder. Such exercise
shall be effective upon (a) receipt of such written notice by the Company
pursuant to Section 5 hereof and (b) payment to the Company of the full purchase
price for the shares purchased in cash.
5. Issuance and Delivery. The Holder's written notice to the Company
shall state the number of Shares with respect to which the Warrant is being
exercised and specify a date, not less than five (5) or more than fifteen (15)
days after the date of the mailing of such notice, on which the Shares will be
taken and payment made therefor. On the date specified in the notice of
exercise, the Company shall deliver, or cause to be delivered, to the Holder (or
its representative, as the case may be) stock certificates for the number of
Shares with respect to which the Warrant is being exercised, against receipt of
payment therefor. Certificates evidencing the Shares issued upon exercise of the
Warrant may contain such legends reflecting any restrictions upon transfer of
the Shares evidenced thereby as in the opinion of counsel to the Company may be
necessary for the lawful and proper issuance of such certificates. Delivery of
the Shares may be made at the office of the Company or at the office of a
transfer agent appointed for the transfer of shares of Common Stock.
6. No Rights as a Shareholder. Neither the Holder nor its legal
representative shall be, nor have any of the rights or privileges of, a
shareholder of the Company in respect of any of the Shares, unless and until
certificates representing such Shares shall have been issued and delivered to
the Holder (or its legal representative) pursuant to the terms hereof.
7. Adjustment. (a) In case, prior to the expiration of the Warrant by
exercise or by its terms, the Company shall issue any shares of its Common Stock
as a stock dividend or subdivide the number of outstanding shares of Common
Stock into a greater number of shares, then, in either of such cases, the
purchase price per share of the Shares issuable upon exercise of the Warrant in
effect at the time of such action shall be proportionately reduced and the
number of Shares at that time purchasable pursuant to the Warrant shall be
proportionately increased; and conversely, in the event the Company shall
contract the number of outstanding shares of Common Stock by combining such
shares into a smaller number of shares, then, in such case, the purchase price
per share of the Shares issuable upon exercise of the Warrant in effect at the
time of such action shall be proportionately increased and the number of Shares
at that time purchasable pursuant to Warrant shall be proportionately decreased.
Any dividend paid or distributed upon the Common Stock in stock of any other
class of securities convertible into shares of Common Stock shall be treated as
a dividend paid in Common Stock to the extent that shares of Common Stock are
issuable upon the conversion thereof.
(b) In case, prior to the expiration of this Warrant by
exercise or by its terms, there shall be a recapitalization, whether by
reorganization, reclassification or otherwise of the capital of the Company, or
the Company or a successor corporation shall be consolidated or merge with or
convey all or substantially all of its or of any successor corporation's
property and assets to any other corporation or corporations (any such
corporation being included within the meaning of the term "successor
corporation" in the event of any consolidation or merger of any such corporation
with, or the sale of all or substantially all of the property of any such
corporation to, another corporation or corporations), in exchange for stock or
securities of a successor corporation, the Holder shall thereafter have the
right to purchase upon the terms and conditions and during the time specified in
this Warrant, in lieu of the Shares theretofore purchasable upon the exercise of
this Warrant, the kind and amount of shares of stock and other securities
receivable upon such recapitalization or consolidation, merger or conveyance by
a holder of the number of shares of Common Stock which the Holder might have
purchased immediately prior to such recapitalization or consolidation, merger or
conveyance.
8. Compliance with Law and Regulations. The Warrant and the obligation
of the Company to sell and deliver Shares hereunder shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals
by any governmental or regulatory agency as may be required. The Company shall
not be required to issue or deliver any certificates for Shares prior to (i) the
listing of such Shares on any stock exchange on which the Common Stock may then
be listed and (ii) the completion of any registration or qualification of such
Shares under any federal or state law, or any rule or regulation of any
government body which the Board of Directors of the Company shall, in its sole
discretion, determine to be necessary or advisable. Moreover, the Warrant may
not be exercised if its exercise, or the receipt of Shares pursuant thereto,
would be contrary to applicable law.
9. Investment Representation. The Board of Directors of the Company may
require the Holder to furnish to the Company, prior to the issuance of any
Shares upon the exercise of the Warrant, an agreement (in such form as the Board
of Directors may specify) in which the Holder represents that the Shares
acquired by the Holder upon exercise are being acquired for investment and not
with a view to the sale or distribution thereof.
10. Notices. Any notice hereunder to the Company shall be addressed to
it at its offices, 24 Richmond Hill Avenue, Stamford, Connecticut 06901.
Attention: Mr. Joel Dupre, Chief Executive Officer, and any notice hereunder to
Holder shall be addressed to it at the address set forth in the introductory
paragraph hereof, subject to the right of either party to designate at any time
hereafter in writing some other address.
11. Governing Law. This Agreement shall be interpreted, and the rights
and liabilities of the parties hereto determined, in accordance with the
internal laws of the State of New York, without regard to the conflicts of law
principles thereof.
12. Counterparts. This Agreement may be executed in two counterparts
each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have signed this Agreement as of
the date and year first above written.
SIRCO INTERNATIONAL CORP.
By: ________________________________
Name: Paul Riss
Title: Chief Financial Officer
[HOLDER]
By:________________________________
Name:
Title: