Exhibit 99.9
WARRANTS TO PURCHASE SHARES
OF COMMON STOCK OF FIDELITY FEDERAL BANCORP
Number of Warrants: _____
Registered Number: CUSIP: _____
______
This Warrant Certificate certifies that _____ or registered assigns (the
"Holder"), is the owner of _____ Warrants (subject to adjustment as provided
herein), each of which represents the right to subscribe for and purchase from
Fidelity Federal Bancorp, an Indiana corporation (the "Company"), one share of
the common stock, no par value, of the Company (the common stock, including any
stock into which it may be changed, reclassified or converted, is herein
referred to as the "Common Stock") at the purchase price (the "Exercise Price")
of $3.00 per share (subject to adjustment as provided herein), less the purchase
price of the Warrant ($0.50 per Warrant). This Warrant Certificate represents
only Warrants issued pursuant to a Shareholder Rights Agreement dated _____
between the Company and ______ (the "Agreement").
The Warrants represented by this Warrant Certificate are subject to the
following provisions, terms and conditions:
1. EXERCISE OF WARRANTS
Exercise of Warrants. The Warrants may be exercised by the Holder, in whole
or in part (but not as to a fractional share of Common Stock), by surrender
of this Warrant Certificate at the office of Fidelity Federal Bancorp, 18
NW Fourth Street, PO Box 1347, Evansville, Indiana 47706-1347 (the
"Transfer Agent") (or such other office or agency of the Company as may be
designated by notice in writing to the Holder at the address of such Holder
appearing on the books of the Company), with the appropriate form attached
hereto duly exercised, at any time within the period beginning on the date
hereof and expiring at 5 p.m., Central time, on o (the "Exercise Period")
and by payment to the Company of the purchase price for such shares by
certified check or bank draft or by surrender of the Company's 9.00% Junior
Subordinated Notes due 2008 at their face amount plus accrued and unpaid
interest, held by such Holder, at the Holder's option. The Company agrees
that the shares of Common Stock so purchased shall be and are deemed to be
issued to the Holder as the record owner of such shares of Common Stock as
of the close of business on the date on which the Warrant Certificate shall
have been surrendered and payment made for such shares of Common Stock.
Certificates representing the shares of Common Stock so purchased, together
with any cash for fractional shares of Common Stock paid pursuant to
Section 2E hereof, shall be delivered to the Holder promptly and in no
event later than ten (10) days after the Warrants shall have been
exercised, and, unless the Warrants have expired, a new Warrant Certificate
representing the number of Warrants represented by the surrendered Warrant
Certificate, if any, that shall not have been exercised shall also be
delivered to the Holder within such time.
2. ADJUSTMENTS
A. Adjustments. The Exercise Period and the number of shares of Common Stock
issuable upon exercise of each Warrant shall be subject to adjustment from
time to time as follows:
(1) Stock Dividends; Stock Splits; Reverse Stock Splits;
Reclassifications. In case the Company shall (i) pay a dividend with
respect to its capital stock in shares of Common Stock, (ii) subdivide
its outstanding shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of any class of
Common Stock or (iv) issue any shares of its capital stock in a
reclassification of the Common Stock (including any such
reclassification in connection with a merger, consolidation or other
business combination in which the Company is the continuing
corporation) (any one of which actions is herein referred to as an
"Adjustment Event"), the number of shares of Common Stock purchasable
upon exercise of each Warrant immediately prior to the record date for
such Adjustment Event shall be adjusted so that the Holder shall
thereafter be entitled to receive the number of shares of Common Stock
or other securities of the Company (such other securities thereafter
enjoying the rights of shares of Common Stock under this Warrant
Certificate) that such Holder would have owned or have been entitled
to receive after the happening of such Adjustment Event, had such
Warrant been exercised immediately prior to the happening of such
Adjustment Event or any record date with respect thereto. An
adjustment made pursuant to this Section 2A(1) shall become effective
immediately after the effective date of such Adjustment Event
retroactive to the record date, if any, for such Adjustment Event.
(2) Adjustment of Exercise Price. Whenever the number of shares of Common
Stock purchasable upon exercise of each Warrant is adjusted pursuant
to Section 2A(1), the Exercise Price for each share of Common Stock
payable upon exercise of each Warrant shall be adjusted by multiplying
such Exercise Price immediately prior to such adjustment by a
fraction, the numerator of which shall be the number of shares of
Common Stock purchasable upon the exercise of each Warrant immediately
prior to such adjustment, and the denominator of which shall be the
number of shares of Common Stock so purchasable immediately
thereafter.
(3) De Minimis Adjustments. No adjustment in the number of shares of
Common Stock purchasable hereunder shall be required unless such
adjustment would require an increase or decrease of at least one
percent (1.0%) in the number of shares of Common Stock purchasable
upon an exercise of each Warrant; provided, however, that any
adjustment which by reason of this Section 2A(3) are not required to
be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations shall be made to the nearest
full share.
(4) Duty to Make Fair Adjustments in Certain Cases. If any event occurs as
to which in the opinion of the Board of Directors of the Company the
other provisions of this Section 2A are not strictly applicable or if
strictly applicable would not fairly protect the purchase rights of
the Warrants in accordance with the essential intent and principles of
such provisions, the Board of Directors shall make an adjustment in
the application of such provisions, in accordance with such essential
intent and principles, so as to protect such purchase rights as
aforesaid.
B. Notice of Adjustment. Whenever the number of shares of Common Stock
purchasable upon the exercise of each Warrant or the Exercise Price is
adjusted, as herein provided, the Company shall promptly notify the Holder
in writing (such writing referred to as an "Adjustment Notice") of such
adjustment or adjustments setting forth the number of shares of Common
Stock purchasable upon the exercise of each Warrant and the Exercise Price
after such adjustment, setting forth a brief statement of the facts
requiring such adjustment and setting forth the computation by which such
adjustment was made.
C. Statement on Warrant Certificates. The form of this Warrant Certificate
need not be changed because of any change in the Exercise Price or in the
number of shares purchasable upon the exercise of a Warrant. However, the
Company may at any time in its sole discretion make any change in the form
of the Warrant Certificate that it may deem appropriate and that does not
affect the substance thereof and any Warrant Certificate thereafter issued,
whether in exchange or substitution for any outstanding Warrant Certificate
or otherwise, may be in the form so changed.
D. Notice to Holder of Record Date; Dissolution; Liquidation or Winding Up.
The Company shall cause to be mailed (by first class mail, postage prepaid)
to the Holder notice of the record date for any dividend, distribution or
payment, in cash or in kind (including, without limitation, evidence of
indebtedness and assets), with respect to shares of Common Stock at least
20 calendar days before any such date. In case at any time after the date
thereof, there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company, then the Company shall cause to be mailed (by
first class mail, postage prepaid) to the Holder at the Holder's address as
shown on the books of the Company, at the earliest practicable time (and,
in any event, not less than 20 calendar days before any date set for
definitive action), notice of the date on which such dissolution,
liquidation or winding up shall take place, as the case may be. The notices
referred to above shall also specify the date as of which the holders of
the shares of Common Stock of record or other securities underlying the
Warrants shall be entitled to receive such dividend, distribution or
payment, money or the property deliverable upon such dissolution,
liquidation or winding up, as the case may be (the "Entitlement Date"). In
the case of any dissolution, liquidation or winding up of the Company, the
Holder shall receive on the Entitlement Date the cash or other property,
less the Exercise Price for the Warrants then in effect, that such Holder
would have been entitled to receive had the Warrants been exercisable and
exercised immediately prior to such dissolution, liquidation or winding up
(or, if appropriate, the record date therefore) and any right of a Holder
to exercise the Warrants shall terminate.
E. Fractional Interest. The Company shall not be required to issue fractional
shares of Common Stock on Exercise of the Warrants. If more than one
Warrant shall be presented for exercise in full at the same time by the
same Holder, the number of full shares of Common Stock which shall be
issuable upon such exercise shall be computed on the basis of the aggregate
number of whole shares of Common Stock purchasable on exercise of the
Warrants so presented. If any fraction of a share of Common Stock would,
except for the provisions of this Section 2E, be issuable on the exercise
of the Warrants (or specified proportion thereof), the Company shall pay an
amount in cash calculated by it to be equal to the then fair value of one
share of Common Stock, as determined bythe Board of Directors of the
Company in good faith, multiplied by such fraction computed to the nearest
whole cent.
3. NO VOTING RIGHTS
This Warrant Certificate shall not entitle the Holder to any voting rights
or other rights as a stockholder of the Company.
4. EXERCISE OR TRANSFER OF WARRANTS OR COMMON STOCK
The Holder of this Warrant Certificate agrees to be bound by the provisions
contained in the Agreement with respect to the limitations, including the
limitations imposed for Secrities Act compliance, on the transfer of the
Warrants and the shares of Common Stock or other securities issuable upon
exercise of the Warrants.
5. WARRANTS TRANSFERABLE
Subject to the provisions of Section 4, this Warrant Certificate and the
Warrants it evidences are transferable, in whole or in part, without charge
to the Holder, at the office or agency of the Company referred to in
Section 1, by the Holder in person or by duly authorized attorney, upon
surrender of this Warrant Certificate properly endorsed. Each taker and
Holder of this Warrant Certificate, by taking or holding the same, consents
and agrees that this Warrant Certificate, when endorsed in blank, shall be
deemed negotiable, and that the Holder, when this Warrant Certificate shall
have been so endorsed, may be treated by the Company and all other persons
dealing with this Warrant Certificate as the absolute owner hereof for any
purpose and as the person entitled to exercise the rights represented by
this Warrant Certificate, or to the transfer hereof on the books of the
Company, any notice to the contrary notwithstanding; but until such
transfer on such books, the Company may treat the registered older hereof
as the owner for all purposes.
6. CLOSING OF BOOKS
The Company will at no time close its transfer books against the transfer
of any Warrant or of any shares of Common Stock or other securities
issuable upon the exercise of any Warrant in any manner which interferes
with the timely exercise of the Warrants.
7. WARRANTS EXCHANGEABLE, LOSS, THEFT, ETC.
The Warrant Certificate is exchangeable, upon the surrender hereof by any
Holder at the office or agency of the Company referred to in Section 1, for
new Warrant Certificates of like tenor representing in the aggregate the
right to subscribe for and purchase the number of shares of Common Stock
which may be subscribed for and purchased hereunder, each such new Warrant
to represent the right to subscribe for and purchase such number of shares
of Common Stock as shall be designated by said Holder hereof at the time of
such surrender. Upon receipt of evidence satisfactory to the Company of the
loss, theft, destruction or mutilation, upon surrender or cancellation of
this Warrant Certificate, the Company will issue to the Holder hereof a new
Warrant Certificate of like tenor, in lieu of this Warrant Certificate,
representing the right to subscribe for and purchase the number of shares
of Common Stock which may be subscribed for and purchased hereunder.
8. MERGERS, CONSOLIDATIONS, ETC.
A. If the Company shall merge or consolidate with another corporation, the
Holder of this Warrant shall thereafter have the right, upon exercise
hereof and payment of the Exercise Price, to receive solely the kind and
amount of shares of stock (including, if applicable, Common Stock), other
securities, property, cash, or combination thereof receivable by a holder
of the number of shares of Common Stock for which this Warrant might have
been exercised immediately prior to such merger or consolidation (assuming,
if applicable, that the holder of such Common Stock failed to exercise its
rights of election, if any, as to the kind or amount of shares of stock,
other securities, property, cash or combination thereof receivable upon
such merger or consolidation).
B. In case of any reclassification or change of the shares of Common Stock
issuable upon exercise of this Warrant (other than elimination of par
value, a change in par value, or from par value to no par value, or as the
result of a subdivision or combination of shares (which is provided for
elsewhere herein), but including any reclassification of the shares of
Common Stock into two or more classes or series of shares) or in the case
of any merger or consolidation of another corporation into the Company in
which the Company is the surviving corporation and in which there is a
reclassification or change of the shares of Common Stock (other than
elimination of par value, a change in par value, or from par value to no
par value, or as the result of a subdivision or combination of shares
(which is provided for elsewhere herein), but including any
reclassification of the shares of Common Stock into two or more classes or
series of shares) this Warrant shall thereafter have the right, upon
exercise hereof and payment of the Exercise Price, to receive solely the
kind and amount of shares (including, if applicable, Common Stock), other
securities, property, cash, or combination thereof receivable upon such
reclassification, change, merger or consolidation by a holder of the number
of shares of Common Stock for which this Warrant might have been exercised
immediately prior to such reclassification, change, merger or consolidation
(assuming, if applicable, that the holder of such Common Stock failed to
exercise its rights of election, if any, as to the kind or amount of shares
of stock, other securities, property, cash or combination thereof
receivable upon such reclassification, change, merger or consolidation).
9. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANTS
The rights and obligations of the Company, the Holder, and of the holders
of shares of Common Stock or other securities issued upon exercise of the
Warrants, contained in Section 4 of this Warrant Certificate, shall survive
exercise of the Warrants.
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SUBSCRIPTION AGREEMENT
Dated: _________________ To: Fidelity Federal Bancorp Date: ___________
Fidelity Federal Bancorp
The undersigned, pursuant to the provisions
By:__________________ set forth in the attached Warrant Certificate
and the Agreement, hereby agrees to subscribe
for and purchase__________ shares of the Common
Stock covered by such Warrant Certificate, and
tenders payment herewith in full thereof at the
price per shares provided by such Warrant
Certificate.
Attest: Holder:
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By:
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Its
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(secretary) Address:
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ASSIGNMENT FORM
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common
TENANT - as tenants by the entireties
JTTEN - as joint tenants with
rights of survivorship and
not as tenants in common
UNIF TRANF MIN ACT - Custodian
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(Cust) (Minor)
under Uniform Transfers to Minors
Act
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(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned registered holder of the attached
Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s)
named below (including the undersigned with respect to any Warrants that are
evidenced by the Warrant Certificate that are not being assigned hereby) all of
the right of the undersigned under the Warrant Certificate, with respect to the
number of Warrants set forth below:
Social Security or other
Names of identifying number of Numbers of
Assignee(s) Address Assignee(s) Warrants
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and does hereby irrevocably constitute and appoint _______________________ The
undersigned's attorney in fact to make such transfer on the books of
________________________ maintained for the purpose, with full power of
substitution in the premises.
Date:
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THE SIGNATURE(S) SHOULD BE GUARANTEED NOTICE: The signature to this
BY AN ELIGIBLE GUARANTOR INSTITUTION, assignment must correspond with
(BANKS, STOCKBROKERS, SAVINGS AND the name(s) as written upon the face
LOAN ASSOCIATIONS AND CREDIT UNIONS of the within instrument in every
WITH MEMBERSHIP IN AN APPROVED particular, without alteration or
SIGNATURE GUARANTEE MEDALLION PROGRAM), enlargement or any change whatever.
PURSUANT TO S.E.C. RULE 17Ad-15.