EXHIBIT 4.1
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SHARES
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ftp Software, Inc.(R)
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THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR
IN BOSTON, MA OR NEW YORK, NY CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
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THIS IS TO CERTIFY THAT CUSIP 302660 10 5
IS THE OWNER OF
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FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF
$.01 EACH OF
FTP Software, Inc.
(hereinafter called the "Company") transferable upon the books of the Company in
person or by attorney upon surrender of this certificate duly endorsed or
assigned. This certificate and the shares presented hereby are subject to the
laws of The Commonwealth of Massachusetts and to the Articles of Organization
and By-laws of the Company and all amendments thereto, copies of which are on
file at the office of the Transfer Agent, and the holder hereof, by acceptance
of this certificate, consents to be bound by all of said provisions. This
certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.
IN WITNESS WHEREOF, FTP Software, Inc. has caused its facsimile corporate
seal and the facsimile signatures of its duly authorized officers to be hereunto
affixed.
Dated:
[SEAL]
FTP SOFTWARE, INC.
INCORPORATED
1986
MASSACHUSETTS
/s/ David H. Zirkle
President
1
The Company is authorized to issue more than one class or series of stock.
The Company will furnish without charge to each stockholder who so requests in
writing a statement of the preferences, voting powers, qualifications and
special and relative rights of the shares of each such class and series.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written but in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT ______ Custodian ______
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
Act______________________
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the above list.
For value received, ____________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE
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shares of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer such shares on the books of the Company with full power of
substitution in the premises.
Dated:_________________________
_________________________________________
NOTICE: The Signature to this Assignment
must correspond with the name as
written upon the face of the
Certificate in every particular,
without alteration or enlargement
or any change whatever.
Signature(s) Guaranteed.
________________________________________
The signature(s) should be guaranteed by
an eligible guarantor institution (banks,
stockbrokers, savings and loan
associations and credit unions with
membership in an approved signature
guarantee medallion program), pursuant
to S.E.C. Rule 17Ad-15.
This certificate also evidences and entitles the holder to certain Rights as
set forth in a Rights Agreement between the Company and State Street Bank and
Trust Company, as Rights Agent (the "Rights Agent"), dated as of December 1,
1995 (the "Rights Agreement"), the terms of which are incorporated herein by
reference and a copy of which is on file at the principal offices of both the
Company and the Rights Agent. The Rights Agent will mail to the registered
holder of this certificate a copy of the Rights Agreement, as in affect on the
date of mailing, without charge upon written request. Under certain
circumstances set forth in the Rights Agreement, such Rights will be evidenced
by separate certificates and will no longer be evidenced by this certificate.
Under certain circumstances set forth in the Rights Agreement, Rights issued to,
or held by any Person who is, was or becomes, or acquires shares from, an
Acquiring Person or any Affiliate of an Acquiring Person (as each such term is
defined in the Rights Agreement and generally relating to the ownership or
purchase of large shareholdings), whether currently held by or on behalf of such
Person or Affiliate or by certain subsequent holders, may become null and void.
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