Exhibit 99.9
WARRANTS TO PURCHASE SHARES
OF COMMON STOCK OF FIDELITY FEDERAL BANCORP
Number of Warrants: o
Registered Number: CUSIP: o
o
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 February 28, 2012 (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 2009 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.
SUBSCRIPTION AGREEMENT
Dated: _____________ Fidelity Federal Bancorp
By:
_____________________
Attest:
_____________________________________________
(secretary)
To: Fidelity Federal Bancorp Date: __________________
The undersigned, pursuant to the provisions 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.
Holder:
__________________________________________________
By:
______________________________________________________
Its
______________________________________________________
Address:
_________________________________________________
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
--------------------- --------------------
(Cust) (Minor)
under Uniform Transfers to Minors
Act
------------------------------------------------
(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
- ----------- ------- ------------------------ --------
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:
___________________
_______________________________________ __________________________________
THE SIGNATURE(S) SHOULD BE NOTICE: The signature to this
GUARANTEED BY AN ELIGIBLE assignment must correspond with
GUARANTOR INSTITUTION, (BANKS, the name(s) as written upon the
STOCKBROKERS, SAVINGS face of the within instrument in
AND LOAN ASSOCIATIONS AND CREDIT every particular, without
UNIONS WITH MEMBERSHIP IN AN APPROVED alteration or enlargement or any
SIGNATURE GUARANTEE change whatever.
MEDALLION PROGRAM), PURSUANT TO S.E.C.
RULE 17Ad-15.