EXHIBIT 4.2
JUST TOYS, INC.
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
EXERCISABLE ON OR BEFORE
5:00 P.M., NEW YORK TIME, JUNE 26, 2001
No. WT
WARRANT CERTIFICATE
This Warrant Certificate certifies that _____________, is the
registered holder of ____ Warrants to purchase initially, at any time from June
27, 1996 until 5:00 p.m. New York time on June 26, 2001 ("Expiration Date"), one
share of fully-paid and non-assessable share of common stock, $.01 par value per
share ("Common Stock") of JUST TOYS, INC., a Delaware corporation (the
"Company"), per Warrant at the initial exercise price, subject to adjustment in
certain events (the "Exercise Price"), of $3.625 per share of Common Stock upon
surrender of this Warrant Certificate and payment of the Exercise Price at an
office or agency of the Company, but subject to the conditions set forth herein.
Payment of the Exercise Price shall be made by certified or official bank check
in New York Clearing House funds payable to the order of the Company. The
Exercise Price and the number and type of securities issuable upon exercise of
each Warrant is subject to adjustment as herein provided.
No Warrant may be exercised after 5:00 p.m., New York time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless exercised
prior thereto, shall thereafter be void.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to that certain asset purchase
agreement dated as of January 22, 1996, as amended, (the "Asset Purchase
Agreement") between the Company and Table Toys, Inc. and certain of its
stockholders.
Upon the occurrence of the events specified herein requiring the
Exercise Price and the type and/or number of the Company's securities issuable
upon exercise of a Warrant to adjusted, the Company will, at the request of the
holder hereof, issue a new Warrant Certificate
evidencing the adjustment in the Exercise Price and/or the number and/or type of
securities issuable upon the exercise of the Warrants; provided, however, that
the failure of the Company to issue such new Warrant Certificates shall not in
any way change, alter, or otherwise impair, the rights of the holder as set
forth herein.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
1. Exercise of Warrant. Each Warrant is exercisable at an initial
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exercise price (subject to adjustment as provided in Section 5 hereof) per
share of Common Stock payable by certified or official bank check in New York
Clearing House funds payable to the order of the Company. Upon surrender of a
Warrant Certificate with the annexed Form of Election to Purchase duly executed,
together with payment of the Exercise Price for the shares of Common Stock
purchased, at the Company's principle offices in New York (presently located at
50 West 23rd Street, Seventh Floor, New York, New York 10010) the registered
holder of a Warrant Certificate ("Holder" or "Holders") shall be entitled to
receive a certificate or certificates for the shares of Common Stock so
purchased. The purchase rights represented by each Warrant Certificate are
exercisable at the option of the Holder thereof, in whole or in part (but not as
to fractional shares of the Common Stock underlying the Warrants). In the case
of the exercise of less than all the Warrants represented by this Warrant
Certificate, the Company shall cancel said Warrant Certificate upon the
surrender thereof and shall execute and deliver a new Warrant Certificate of
like tenor for the balance of the Warrants not yet exercised
2. Issuance of Certificates. Upon the exercise of a Warrant, the
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issuance of certificate(s) for shares of Common Stock (and/or other securities,
properties or rights issuable upon the exercise of such Warrant), shall be made
forthwith (and in any event within five (5) business days thereafter) without
charge to the Holder thereof including, without limitation, any tax which may be
payable in respect of the issuance thereof, and such certificates shall be
issued in the name of, or in such names as may be directed by, the Holder
thereof; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery of any such certificates in a name other than that of the Holder and
the Company shall not be required to issue or deliver such certificates unless
or until the person or persons requesting the issuance thereof shall have paid
to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.
The Warrant Certificates shall be executed on behalf of the Company by
the manual or facsimile signature of the then Chairman or Vice Chairman of the
Board of Directors or President or Vice President of the Company under its
corporate seal reproduced thereon, attested to by the manual or facsimile
signature of the then present Secretary, Assistant Secretary of the Company.
Warrant Certificates shall be dated the date of execution by the Company upon
initial issuance, division, exchange, substitution or transfer.
3. Restriction On Transfer of Warrants. The Holder of a Warrant
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Certificate, by its acceptance thereof, covenants and agrees that the Warrants
are being acquired as an investment and not with a view to the distribution
thereof; that the Warrants may not be sold, transferred, assigned, hypothecated
or otherwise disposed of, in whole or in part, except (i) pursuant to an
effective registration statement under the Securities Act of 1933, (ii) to the
extent applicable, Rule 144 under such Act (or any similar rule under such Act)
relating to the disposition of securities or (iii) an opinion of counsel, if
such opinion shall be reasonably satisfactory to counsel for the company, that
an exemption from registration under such Act is available.
4. Exercise Price. The term "Exercise Price" herein shall mean the
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initial exercise price as adjusted from time to time as set forth herein.
Except as otherwise provided in Section 5 hereof, the initial Exercise Price of
each Warrant shall be $3.625 per share of Common Stock. The Exercise Price
shall be adjusted as a result from time to time in accordance with the
provisions of Section 5 hereof; provided, however, that the Adjusted Exercise
price shall never be reduced below the par value of the Common Stock.
5. Adjustments to Exercise Price and Number of Shares.
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5.1. Dividends and Reclassifications. In case the Company shall at
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any time declare a dividend or make a distribution on its Common Stock,
subdivide, combine or reclassify the outstanding shares of Common Stock into a
greater or lesser number of shares of Common Stock, the Exercise Price shall
forthwith be proportionately increased or decreased as of the record date for
such dividend or distribution or the effective date of such subdivision,
combination or reclassification as the case may be.
5.2. Adjustment in Number of Shares. Upon each adjustment of the
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Exercise Price pursuant to the provisions of this Section 5, the total number
of shares of Common Stock issuable to each Holder upon the exercise of all
Warrants held by such Holder shall be adjusted to the nearest full share of
Common Stock by multiplying the Exercise Price in effect immediately prior to
such adjustment by the number of securities issuable upon exercise of the
Warrants held by such Holder immediately prior to such adjustment and dividing
the product so obtained by the adjusted Exercise Price.
5.3. Definition of Common Stock. For the purpose of this agreement,
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the term "Common Stock" shall mean (i) the class of stock designated as common
stock in the Certificate of Incorporation of the Company as may be amended as of
the date hereof, or (ii) any other class of stock resulting from successive
changes or reclassifications of such Common Stock consisting solely of changes
in par value, or from par value to no par value, or from no par value to par
value.
5.4. Merger or Consolidation. In case of any consolidation of the
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Company
with, or merger of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger which does not result in any
reclassification or change of the outstanding Common Stock), the corporation
formed by such consolidation or surviving such merger shall execute and deliver
to the Holder a new or supplemental warrant certificate, as the case may be
providing that the Holder of each Warrant then outstanding or to be outstanding
shall have the right thereafter (until the expiration of such Warrant) to
receive, upon exercise of such Warrant, the kind and amount of shares of stock
and other securities and property receivable upon such consolidation or merger,
by a holder of the number of shares of Common Stock of the Company for which
such Warrant might have been exercised immediately prior to such consolidation,
merger, sale or transfer. Such supplemental warrant certificate shall provide
for adjustments which shall be substantially identical to the adjustments
provided in Section 5. The above provision of this subsection shall similarly
apply to successive consolidations or mergers.
5.5. Notice of Adjustment in Exercise Price. Upon any adjustment of
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the Exercise Price or the securities to be issued upon Exercise of the Warrants
pursuant to Section 5, the Company shall promptly thereafter cause to be given
to each Holder by first-class mail, postage prepaid, written notice setting
forth the Exercise Price after such adjustment and setting forth in reasonable
detail the method of calculation and the facts upon which such calculations are
based and setting forth the number and type of securities subject to the
Warrants upon payment of the adjusted Exercise Price.
6. Exchange and Replacement of Warrant Certificates. Each Warrant
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Certificate is exchangeable without expense, upon the surrender thereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of shares of Common Stock and/or other
securities in such denominations as shall be designated by the Holder thereof at
the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of any Warrant Certificate, and,
in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Warrants, if
mutilated, the Company will make and deliver a new Warrant Certificate of like
tenor, in lieu thereof.
7. Elimination of Fractional Interests. The Company shall not be
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required to issue certificates representing fractions of shares of Common Stock
upon the exercise of the Warrants, nor shall it be required to issue scrip or
pay cash in lieu of fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction to
the nearest whole number of shares of Common Stock or other securities,
properties or rights.
8. Reservation and Listing of Securities. The Company shall at all times
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reserve and keep available out of its authorized shares of Common Stock, solely
for the purpose of
issuance upon the exercise of the Warrants, such number of shares of Common
Stock or other securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of the
Warrants and payment of the Exercise Price therefor, all shares of Common Stock
issuable upon such exercise shall be duly and validly issued, fully paid, non-
assessable and not subject to the preemptive rights of any stockholder.
9. Notice to Warrant Holders. Nothing contained in this agreement shall
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be construed as conferring upon the Holders the right to vote or to consent or
to receive notice as a stockholder in respect of any meetings of stockholders
for the election of directors or any other matter, or as having any rights
whatsoever as a stockholder of the Company. If, however, at any time prior to
the expiration of the Warrants and their exercise, any of the following events
shall occur:
(a) the Company shall take a record of the holders of its
shares of Common Stock for the purpose of entitling them to
receive a dividend or distribution payable thereon; or
(b) the Company shall offer to all the holders of its Common
Stock any additional shares of capital stock of the Company or
securities convertible into or exchangeable for shares of capital
stock of the Company, or any option, right or warrant to
subscribe therefor; or
(c) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a
sale of all or substantially all of its property, assets and
business as a entirety shall be proposed;
then, in any one or more of said events, the Company shall give written notice
of such event at least fifteen (15) days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
stockholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall
specify such record date or the date of closing the transfer books, as the case
may be. Failure to give such notice or any defect therein shall not affect the
validity of any action taken in connection with the declaration or payment of
any such dividend, or the issuance of any convertible or exchangeable
securities, or subscription rights, option or warrants, or any proposed
dissolution, liquidation, winding up or sale.
10. Notices.
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All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly made and sent when
delivered, or mailed by registered or certified mail, return receipt requested:
(a) If to the registered Holder of the Warrants, to the
address of such Holder as shown on the books of the Company; or
(b) If to the Company, to the address set forth in Section
1 hereof or to such other address as the Company may designate
by notice to the Holders.
11. Successors. All the covenants and provisions of this agreement shall
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be binding upon and inure to the benefit of the Company, the Holders and their
respective successors and assigns hereunder.
12. Governing Law. The Warrant Certificate and the rights of the Holder
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hereunder shall be construed in accordance with the laws of the State of
Delaware without giving effect to the rules of said State governing the
conflicts of laws.
13. Captions. The caption headings of the Sections of this Certificate are
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for convenience of reference only and are not intended, nor should they be
construed as, a part of this Certificate and shall be given no substantive
effect.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated as of June 27, 1996
JUST TOYS, INC.
[SEAL] By:_______________________________________
Morton J. Levy, Chief Executive Officer
Attest:
______________________
Secretary
[FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3]
The undersigned hereby irrevocably elects to exercise the right,
represented by Warrant Certificate(s) No. _____, to purchase __________ shares
of Common Stock and herewith tenders in payment for such securities a certified
or official bank check payable in New York Clearing House Funds to the order of
Just Toys, Inc. in the amount of $__________, all in accordance with the terms
hereof. The undersigned requests that a certificate for such securities be
registered as follows:
Registered Holder Certificate and No. of Shares
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Name:________________________
Address:______________________
______________________
______________________
Fed. I.D. No.__________________
and that such Certificate(s) be delivered to __________ whose address is
__________.
Dated:________________
Signature_________________________________
(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant Certificate.)
____________________________________________
(Insert Social Security or Other Identifying
Number of Holder)
Signature Guaranteed
(if certificate(s) being issued
to someone other than
the Holder)
____________________________
[FORM OF ASSIGNMENT]
(To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate.)
FOR VALUE RECEIVED _____________________ hereby sells, assigns and transfers
unto
(Please print name, address and Federal Identification Number of transferee)
___________________ Warrants of Just Toys, Inc. represented by Warrant
Certificate No. _______, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint __________ Attorney, to
transfer the within Warrant Certificate on the books of the within-named
Company, with full power of substitution.
Dated:___________
Signature:________________________________________
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant
Certificate.)
____________________________________________
(Insert Social Security or Other Identifying
Number of Assignee)
Signature Guaranteed
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