Exhibit 4(b)
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON
EXERCISE OF SUCH WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT.
W1 WARRANT CERTIFICATE
300,000 Warrants to Purchase
Common Stock
Void After August 5, 2002
CAPITA RESEARCH GROUP, INC.
(Incorporated under the laws of the State of Nevada)
This is to certify that, for value received, Jim Salim is the
owner (the "Owner") of the number of Warrants set forth above, each of which is
nontransferable and entitles the Owner to purchase from CAPITA RESEARCH GROUP,
INC. (herein called the "Corporation"), at any time (except as hereinafter
provided) before 5 P.M. (New York time) on August 5, 2002, one Stock Unit (as
hereinafter defined) at a purchase price of $.25 (herein called the "Warrant
Price"). For purposes of this Warrant Certificate, a Stock Unit shall consist of
one fully paid and non-assessable share of common stock, $.001 par value (herein
called the "Common Stock"), of the Corporation, as such stock is constituted on
August 5, 1999, subject to adjustment as hereinafter set forth.
Subject to the provisions hereof, the Warrants represented by
this Warrant Certificate may be exercised by the Owner in whole or in part by
surrender of this Warrant Certificate at the principal executive offices of the
Corporation with the form of election to subscribe attached hereto duly executed
and with payment in full to the Corporation of the Warrant Price for each of the
Stock Units so purchased. Payment of such Warrant Price shall be made in cash or
by certified or official bank check. Thereupon, the Warrants shall be deemed to
have been exercised and the Owner shall become a holder of record of the shares
of Common Stock comprising the Stock Units so purchased (or of the other
securities or property to which the Owner is entitled upon such exercise) for
all purposes, and certificates for such shares of Common Stock so purchased
shall be delivered to the Owner within a reasonable time after the Warrants
shall have been exercised as set forth hereinabove. If only a portion of the
Warrants shall be exercised, the Owner shall be entitled to receive a similar
warrant certificate of like tenor and date covering the number of Warrants which
shall not have been exercised, unless such Warrants shall have expired.
The Corporation covenants and agrees that all shares of Common
Stock which may be issued upon the exercise of the rights represented by this
Warrant Certificate will, upon issuance, be validly issued, fully paid and
7
non-assessable and free from all taxes, liens and charges with respect to the
issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue). The Corporation further covenants and agrees
that, during the period within which the Warrants represented by this Warrant
Certificate may be exercised, the Corporation will at all times have authorized
and reserved a sufficient number of shares of Common Stock to provide for the
exercise of the Warrants represented by this Warrant Certificate, and will at
its expense expeditiously upon each such reservation of shares of Common Stock
use its best efforts to procure the listing thereof (subject to issuance or
notice of issuance) on all stock exchanges on which the Common Stock is then
listed. The rights of the Owner shall be subject to the following further terms
and conditions:
1.1.(a) The number of shares of Common Stock comprising a
Stock Unit shall be subject to adjustment from time to time as follows:
(i) If the number of shares of Common Stock outstanding
at any time after the date hereof is increased by a stock dividend payable in
shares of Common Stock or by a subdivision or split-up of Common Stock, then,
immediately following the record date fixed for the determination of holders of
Common Stock entitled to receive such stock dividend, subdivision or split-up,
the number of shares of Common Stock comprising a Stock Unit shall be
appropriately increased so that the number of shares of Common Stock issuable on
exercise of each Warrant shall be increased in proportion to such increase of
outstanding shares.
(ii) If the number of shares of Common Stock outstanding at
any time after the date hereof is decreased by a combination of the outstanding
shares of Common Stock, then, immediately following the record date for such
combination, the number of shares of Common Stock comprising a Stock Unit shall
be appropriately decreased so that the number of shares of Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares.
(iii) In case the Corporation shall declare a cash dividend
upon the Common Stock payable otherwise than out of earnings or earned surplus
legally available therefor under the laws of the State of Delaware or shall
distribute to holders of Common Stock shares of its capital stock (other than
Common Stock), stock or other securities of other persons, evidences of
indebtedness issued by the Corporation or other persons, assets (excluding cash
dividends) or options or rights (excluding options to purchase and rights to
subscribe for Common Stock or other securities of the Corporation convertible
into or exchangeable for Common Stock), then, in each such case, immediately
following the record date fixed for the determination of the holders of Common
Stock entitled to receive such dividend or distribution, the number of shares of
Common Stock comprising a Stock Unit thereafter shall be adjusted by multiplying
such number by a fraction of which the denominator shall be an amount equal to
the remainder of (x) the aggregate Current Market Price of all outstanding
shares of Common Stock less (y) the aggregate amount of such cash dividend or
the aggregate fair market value (as determined by the Board of Directors, whose
determination shall be conclusive) of the stock, securities, evidences of
indebtedness, assets, options or rights so distributed, as the case may be, and
of which the numerator shall be the aggregate Current Market Price of all
8
outstanding shares of Common Stock. Such adjustment shall be made on the date
such dividend or distribution is made, and shall become effective at the opening
of business on the business day next following the record date for the
determination of stockholders entitled to such dividend or distribution.
(iv) In case, at any time after the date hereof, of any
capital reorganization, or any reclassification of the stock of the Corporation
(other than a change in par value or from par value to no par value or from no
par value to par value or as a result of a stock dividend or subdivision,
split-up or combination of shares), or the consolidation or merger of the
Corporation with or into another person (other than a consolidation or merger in
which the Corporation is the continuing corporation and which does not result in
any change in the Common Stock) or of the sale or other disposition of all or
substantially all the properties and assets of the Corporation as an entirety to
any other person, each Warrant shall after such reorganization,
reclassification, consolidation, merger, sale or other disposition be
exercisable for the kind and number of shares of stock or other securities or
property of the Corporation or of the corporation resulting from such
consolidation or surviving such merger or to which such properties and assets
shall have been sold or otherwise disposed to which the Owner would have been
entitled if immediately prior to such reorganization, reclassification,
consolidation, merger, sale or other disposition he had exercised such Warrant
for Common Stock. The provisions of this Section 1.1 shall similarly apply to
successive reorganizations, reclassifications, consolidations, mergers, sales or
other dispositions.
(v) All calculations under this paragraph (a) shall be made
to the nearest cent or to the nearest one hundredth (1/100) of a share, as the
case may be.
(vi) For the purpose of any computation pursuant to this
paragraph (a) or Section 1.2, the Current Market Price at any date of one share
of Common Stock shall be deemed to be the average of the daily closing prices
for Common Stock for the 30 consecutive business days ending no more than 15
business days before the day in question (as adjusted for any stock dividend,
split, combination or reclassification that took effect during such 30
business-day period). The closing price for each day shall be the last reported
sale price regular way or, in case no such reported sales take place on such
day, the average of the last reported bid and asked prices regular way, in
either case on the principal national securities exchange on which the Common
Stock is listed or admitted to trading or as quoted on the Nasdaq National
Market System or Nasdaq SmallCap Market, or if not listed or admitted to trading
on any national securities exchange or so quoted, the average of the highest
reported bid and lowest reported asked prices as furnished by The National
Quotation Bureau Incorporated, all as adjusted; provided, however, that if the
Common Stock is not traded in such manner that the quotations referred to in
this clause (vi) are available for the period required hereunder, Current Market
Price shall be deemed to be the Share Net Asset Value (as used herein the term
"Share Net Asset Value" shall mean the aggregate net asset value of the
Corporation as shown on its most recent available balance sheet divided by the
outstanding number of shares of Common Stock, each determined on the assumption
that the Warrants have been exercised).
(vii) In any case in which the provisions of this paragraph
(a) shall require that an adjustment shall become effective immediately after a
record date for an event, the Corporation may defer until the occurrence of such
event (x) issuing to the Owner with respect to any Warrant exercised after such
9
record date and before the occurrence of such event, the additional shares of
Common Stock issuable upon such exercise by reason of the adjustment required by
such event over and above the shares of Common Stock issuable upon such exercise
before giving effect to such adjustment and (y) paying to the Owner any amount
in cash in lieu of a fractional share of Common Stock pursuant to Section 1.2;
provided, however, that the Corporation shall deliver to the Owner a due bill or
other appropriate instrument evidencing the Owner's right to receive such
additional shares, and such cash, upon the occurrence of the event requiring
such adjustment.
(b) In the event the Corporation shall propose to take any
action of the types described in clauses (i), (ii), (iii) or (iv) of paragraph
(a) of this Section 1.1, the Corporation shall give notice to the Owner in the
manner set forth in Section 1.3, which notice shall specify the record date, if
any, with respect to any such action and the date on which such action is to
take place. Such notice shall also set forth such facts with respect thereto as
shall be reasonably necessary to indicate the effect of such action (to the
extent such effect may be known at the date of such notice) on the number of
shares of Common Stock comprising a Stock Unit and the number, kind or class of
shares or other securities or property which shall be deliverable or purchasable
upon the occurrence of such action or deliverable upon exercise of Warrants. In
the case of any action which would require the fixing of a record date, such
notice shall be given at least 20 days prior to the date so fixed, and in case
of all other action, such notice shall be given at least 30 days prior to the
taking of such proposed action. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of any such action.
(c) In the event that at any time as a result of an adjustment
made pursuant to paragraph (a) of this Section 1.1 the Owner shall become
entitled with respect to any Warrants thereafter surrendered for exercise to
receive any shares of the Corporation or another corporation other than shares
of Common Stock, the provisions of this Section 1.1 and Section 1.2 with respect
to the Common Stock shall apply on like terms to any such other shares.
1.2. No fractional share of Common Stock shall be issued upon
the exercise of Warrants, but in lieu thereof the Corporation shall pay, upon
exercise in full of the Warrants represented by this Warrant Certificate, out of
funds legally available therefor, a cash adjustment in respect of such
fractional share in an amount equal to the same fraction of the then Current
Market Price.
1.3. The Corporation will, within 120 days after the end of
each of its fiscal years, mail to the Owner, at the address of such holder shown
on the books of the Corporation, a certificate of the independent public
accountants for the Corporation (i) specifying the Share Price in effect as of
the end of such fiscal year and the number of shares of Common Stock, or the
kind and amount of any securities or property other than shares of Common Stock,
comprising a Stock Unit and (ii) setting forth in reasonable detail the facts
requiring any adjustments made during such fiscal year.
2.1. The issue of any stock or other certificate upon the
exercise of the Warrants shall be made without charge to the Owner for any
transfer or issuance tax in respect of the issue thereof. The Corporation shall
not, however, be required to pay any tax which may be payable in respect of any
10
transfer involved in the issue and delivery of any certificate in a name other
than that of the Owner, and the Corporation shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Corporation the amount of such tax or
shall have established to the satisfaction of the Corporation that such tax has
been paid.
2.2. This Warrant Certificate and the rights hereunder are not
transferable. In addition, the Warrants evidenced hereby may not be exercised,
and any shares of Common Stock issued upon any exercise thereof may not be
transferred, unless, in the opinion of counsel, who shall be counsel reasonably
acceptable to the Corporation, such exercise or transfer, as the case may be,
would not result in a violation of the provisions of the Securities Act of 1933.
The Owner and any holder of any shares of Common Stock issued upon exercise of
any such Warrants, by taking or holding the same, consents to and agrees to be
bound by the provisions of this Section 2.2.
2.3. If this Warrant Certificate shall be lost, stolen,
mutilated or destroyed, the Corporation shall on such terms as to indemnify or
otherwise protect the Corporation as the Corporation may in its discretion
impose, issue a new warrant certificate of like denomination, tenor and date as
the Warrant Certificate so lost, stolen, mutilated or destroyed. Any such new
warrant certificate shall constitute an original contractual obligation of the
Corporation, whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant Certificate shall be at any time enforceable by anyone.
2.4. The Corporation may deem and treat the Owner as the
absolute owner of this Warrant Certificate for all purposes and shall not be
affected by any notice to the contrary.
2.5. This Warrant Certificate and the Warrants evidenced
hereby shall not entitle the Owner to any rights of a stockholder of the
Corporation either at law or in equity, including, without limitation, the right
to vote, to receive dividends or other distributions, to exercise any
pre-emptive rights or to receive any notice of meetings of stockholders or of
any other proceedings of the Corporation.
2.6. This Warrant Certificate, in all events, shall be wholly
void and have no effect after 5 P.M. (New York time) on August 5, 2002.
2.7. In the event that one or more of the provisions of this
Warrant Certificate shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Warrant Certificate, but this
Warrant Certificate shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
2.8. This Warrant Certificate shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be entirely performed within such State, except to the
extent of the mandatory rules of the State of Nevada with respect to the formal
requisites for authorization of a security and rights and duties with respect to
register of transfer.
11
Dated: August 5, 1999
CAPITA RESEARCH GROUP, INC.
By /s/ David B. Hunter
-------------------
David B. Hunter
12
FORM OF EXERCISE
- ----------------
(to be executed by the registered holder hereof)
The undersigned hereby exercises the right to purchase
________ shares of common stock, $.001 par value (the "Common Stock"), of CAPITA
RESEARCH GROUP, INC. evidenced by the within Warrant Certificate and herewith
makes payment of the purchase price in full. Kindly issue certificates for
shares of Common Stock in accordance with the instructions given below. The
certificate for the unexercised balance of the Warrants evidenced by the within
Warrant Certificate, if any, will be registered in the name of the undersigned.
Dated: ____________________, ____
Instructions for registration of stock
- ----------------------------------
Name (please print)
Social Security or Other Identifying
Number:___________________________
Address:
- ----------------------------------
Street
- ----------------------------------
City, State and Zip Code
13