1
EXHIBIT 4.1
SEE REVERSE FOR LEGEND
NUMBER SHARES
COMMON STOCK PAR VALUE $.01 PER SHARE
BILLING CONCEPTS CORP.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 090063 10 8
SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the registered holder of
FULLY PAID AND NON-ASSESSABLE COMMON SHARES, WITH A
PAR VALUE OF $.01 PER SHARE,
in the Capital of the above named Company transferable on the books of the
Company by the registered holder in person or by attorney duly authorized in
writing upon surrender of this certificate properly endorsed. This certificate
and the shares represented hereby are issued and shall be held subject to all of
the terms, conditions and limitations of the Certificate of Incorporation and
the Bylaws of the Company, as restated or amended, or as same may be restated or
amended hereafter, to all of which the holder hereof by acceptance hereof agrees
and assents.
This certificate is not valid unless countersigned by the Transfer Agent and
Registrar of the Company.
IN WITNESS WHEREOF the Company has caused this certificate to be signed on its
behalf by the facsimile signatures of its duly authorized officers and to be
sealed with the facsimile of its Corporate Seal.
DATED
/s/ PARRIS H. HOLMES, JR. COUNTERSIGNED AND REGISTERED
Chief Executive Officer MONTREAL TRUST COMPANY OF CANADA VANCOUVER
TRANSFER AGENT AND REGISTRAR
[SEAL]
/s/ AUDIE LONG By SPECIMEN
Secretary ------------------------------------------
Authorized Officer
The shares represented by this certificate are transferable at the offices
of Montreal Trust Company of Canada, Vancouver, B.C.
2
BILLING CONCEPTS CORP.
Billing Concepts Corp. will furnish to the record holder of this
certificate without charge on written request to such corporation at its
principal place of business a full statement of the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof which such corporation is authorized to
issue and the qualifications, limitations or restrictions of such preferences
and/or rights.
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 under Uniform Gift to
right of survivorship Minors
and not as tenants 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 Common Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
----------------------------------------------------------------------------
Attorney to transfer the said shares on the books of the within named
Corporation with full power of substitution in the premises.
Dated
---------------------------------
-------------------------------------------
--------------------------------------------
NOTICE: THE SIGNATURE(S) TO THE ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature(s) must be guaranteed by a commercial Bank or Trust Company or a
member firm of a major stock exchange.
THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN
RIGHTS AS SET FORTH IN AN AGREEMENT BETWEEN BILLING CONCEPTS CORP. FORMERLY
KNOWN AS BILLING INFORMATION CONCEPTS CORP., AND U.S. TRUST COMPANY OF TEXAS,
N.A., AS RIGHTS AGENT, DATED AS OF JULY 10, 1996, AND AS AMENDED FROM TIME TO
TIME (THE "AGREEMENT"), THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE
AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF U.S. TRUST
COMPANY OF TEXAS, N.A. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE
AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO
LONGER BE EVIDENCED BY THIS CERTIFICATE. U.S. TRUST COMPANY OF TEXAS, N.A. WILL
MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE AGREEMENT WITHOUT CHARGE
PROMPTLY AFTER RECEIPT BY IT OF A WRITTEN REQUEST THEREFOR, RIGHTS ISSUED TO OR
BENEFICIALLY OWNED BY A PERSON WHO IS OR BECOMES AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF SUCH ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
THE AGREEMENT) OR, UNDER CERTAIN CIRCUMSTANCES, TRANSFEREES THEREOF WILL BECOME
VOID AS PROVIDED IN SECTION 11(A)(ii) OF THE AGREEMENT AND THEREAFTER MAY NOT
BE TRANSFERRED TO ANY PERSON.