EXHIBIT 4.4
NORTH AMERICAN BIOLOGICALS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NABI/R/ SHARES
THE QUALITY SOURCE SPECIMEN
COMMON STOCK
CUSIP 628716 10 2
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT IS THE OWNER OF
SPECIMEN
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF TEN
CENTS ($.10) PER SHARE OF
- ---------------------- NORTH AMERICAN BIOLOGICALS, INC.------------------------
NAME CHANGED TO
NABI
(hereinafter called the "Corporation"), transferable on the books of the
Corporation by said owner in person or by his duly authorized attorney, upon the
surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to the provisions of the
Certificate of Incorporation and the By-laws of the Corporation, as amended,
copies of which are on file at the office of the Transfer Agent of the
Corporation, and to which reference is hereby expressly made and to all of which
the holder hereof by acceptance of this certificate hereby assents.
This certificate is not valid until coutersigned by the Transfer Agent and
registered by the Registrar. Witness the facsimile of the Corporation's seal and
the facsimile signatures of its duly authorized officers. Dated:
NORTH AMERICAN BIOLOGICALS, INC.
CORPORATE SEAL
1969
DELAWARE
COUNTERSIGNED AND REGISTERED: /s/ David J. Gury
REGISTRAR AND TRANSFER COMPANY CHAIRMAN OF THE BOARD
(NEW JERSEY) TRANSFER AGENT
AND REGISTRAR
BY SPECIMEN /s/ Constantine Alexander
AUTHORIZED SIGNATURE SECRETARY
NORTH AMERICAN BIOLOGICALS, INC.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL
OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--_____Custodian______
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right of under Uniform Gifts to
survivorship and not as tenants Minors Act____________
in common (State)
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
[_____________________________________]
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation 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 hereof to certain rights
as set forth in a Rights Agreement between NABI and Registrar and Transfer
Company, dated as of August 1, 1997 (the "Rights Agreement"), the terms of which
are hereby incorporated herein by reference and a copy of which is on file at
the principal executive offices of NABI. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. NABI will mail
to the holder of this certificate a copy of the Rights Agreement without charge
after receipt of a written request therefor.
Under certain circumstances set forth in the Rights Agreement, Rights issued to,
or held by, any Person who is, was or becomes an Acquiring Person or any
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement), whether currently held by or on behalf of such Person or by any
subsequent holder, may become null and void. The Rights shall not be
exercisable, and shall be void so long as held by a holder in any jurisdiction
where the requisite qualification to the issuance to such holder, or the
exercise by such holder, of the Rights in such jurisdiction shall not have been
obtained or be obtainable.