1
EXHIBIT 4.44
[SGI INTERNATIONAL LETTERHEAD]
NUMBER SHARES
96A-00 * *
THIS CERTIFIES THAT:
is the registered Holder of ** **
FULLY PAID AND NON-ASSESSABLE SERIES 96-A PREFERRED SHARE(S),
$.01 PAR VALUE,
OF
SGI INTERNATIONAL
1. Each Series 96-A Preferred Share evidenced by this Certificate is
transferrable on the books of the Corporation by the Holder hereof, in
person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.
2. On or after April 30, 1998, each Series 96-A Convertible Preferred
Share shall be convertible into 13,500 SGI Common Shares.
3. Series 96-A Preferred Shares have no voting rights.
4. Series 96-A Preferred Shares and the Common Stock into which they are
convertible will, upon issuance, be fully paid and non-assessable.
5. In the event that the Corporation shall at any time after issuance of a
Series 96-A Preferred Share: (i) declare or pay to the holders of the
Common Stock a dividend payable in any kind of shares of stock of the
Corporation; or (ii) split, reverse split or otherwise reclassify its
Common Stock into the same or a different number of shares with or
without par value or into shares of any class or classes; or (iii)
consolidate or merge with or transfer its property as an entirety or
substantially as an entirety to any other corporation; or (iv) make any
distribution of its assets to holders of its Common Stock as a
liquidation or partial liquidation dividend or by way of return of
capital; then, upon subsequent conversion of a Series 96-A Preferred
Share, a shareholder shall receive in exchange for a Series 96-A
Preferred Share, in addition to, in reduction of, or in substitution
for, the shares of Common Stock to which he would otherwise be entitled
upon such exercise, such additional shares of Common Stock, or lesser
number shares
2
of Common Stock, as the case may be, or stock or script of the
Corporation, or such reclassified shares of stock of the Corporation,
or such shares of securities or property of the Corporation resulting
from such consolidation or merger or transfer, or such assets of the
Corporation, so that the value so received by the shareholder is
equivalent to the value which would have been received (and the total
consideration exchangeable by the shareholder is equivalent to the
total consideration which would otherwise have been exchangeable) had
the shareholder converted a Series 96-A Preferred Share into shares of
Common Stock immediately prior to the happening of any of the foregoing
events.
1. THE SERIES 96-A PREFERRED SHARE(S) REPRESENTED BY THIS CERTIFICATE AND
THE COMMON STOCK INTO WHICH THEY ARE CONVERTIBLE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARE(S) HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SHARES UNDER THE SECURITIES ACT OF 1933, OR A PRIOR OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED
UNDER THAT ACT.
2. In the event of the voluntary liquidation, dissolution or other
termination of the Corporation, the holders of the Series 96-A
Preferred Shares shall be entitled to recover only a cash payment of
Ten Thousand Dollars ($10,000.00) per Series 96-A Preferred Share. Such
payment shall be made before any payment or distribution is made to the
holders of the Common Stock, or any other series of Preferred Stock of
the Corporation, other than previously issued Series of Preferred
Shares.
In witness whereof the said Corporation has caused this Certificate to be signed
by its duly authorized officers and its Corporate Seal to be affixed hereto this
____ day of ____________, 1996.
CHAIRMAN OF THE BOARD SECRETARY
- - ------------------------------ ------------------
2
3
The following abbreviations, when used in the inscription on the fact
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
TEN ENT - as tenants by the entireties
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
______________________________________
(Please print or typewrite name and address, including zip code, of assignee)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_________________________Shares
of 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.
3