EXHIBIT 4.7
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE HEREOF 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.
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE 5:30 P.M.,
NEW YORK TIME, FEBRUARY 10, 2009
No. W-_______
WARRANT CERTIFICATE
This Warrant Certificate certifies that ___________________, or registered
assigns, is the registered holder of ___________ Warrants, each Warrant
entitling the holder to purchase initially, at any time from February 10, 2005
until 5:30 p.m. New York time on February 10, 2009 ("Expiration Date"), one
fully-paid and non-assessable share of common stock, $0.0001 par value ("Common
Stock") of Bakers Footwear Group, Inc., a Missouri corporation (the "Company"),
at the initial exercise price, subject to adjustment in certain events (the
"Exercise Price"), of $12.7875 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 and in the
Representatives' Warrant Agreement (the "Warrant Agreement") dated as of
February 10, 2004 by and among the Company, Ryan Beck & Co., Inc. and BB&T
Capital Markets, a Division of Scott & Stringfellow, Inc. 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 or by surrender of this
Warrant Certificate.
No Warrant may be exercised after 5:30 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 the Warrant Agreement, which Warrant
Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to
for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Company and the holders (the words "holders" or
"holder" meaning the registered holders or registered holder) of the Warrants.
The Warrant Agreement provides that upon the occurrence of certain events the
Exercise Price and the type and/or number of the Company's securities issuable
thereupon may, subject to certain conditions, be adjusted. In such event, the
Company will, at the request of the holder, issue a new Warrant Certificate
evidencing the adjustment in the Exercise Price and 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 in the Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant Certificate at
an office or agency of the Company, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement, without any charge except for any tax or other governmental charge
imposed in connection with such transfer.
Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.
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.
All terms used in this Warrant Certificate which are defined in the Warrant
Agreement shall have the meanings assigned to them in the Warrant Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed under its corporate seal.
Dated as of February 10, 2004
BAKERS FOOTWEAR GROUP, INC.
By: /s/ Peter A. Edison
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Peter A. Edison
Chairman of the Board and Chief Executive Officer
[FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1]
The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, 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 Bakers Footwear
Group, Inc. in the amount of $_________, all in accordance with the terms of
Section 3.1 of the Representatives' Warrant Agreement, dated as of February 10,
2004, among Bakers Footwear Group, Inc., Ryan Beck & Co., Inc. and BB&T Capital
Markets, a Division of Scott & Stringfellow, Inc. The undersigned requests that
a certificate for such securities be registered in the name of
__________________ whose address is _______________________ and that such
Certificate be delivered to ___________________ whose address is
__________________.
Dated:
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Signature:
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(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)
[FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2]
The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, to purchase _____________ shares of Common Stock all
in accordance with the terms of Section 3.2 of the Representatives' Warrant
Agreement, dated as of February 10, 2004, among Bakers Footwear Group, Inc.,
Ryan Beck & Co., Inc. and BB&T Capital Markets, a Division of Scott &
Stringfellow, Inc. The undersigned requests that a certificate for such
securities be registered in the name of _________________ whose address is
___________________ and that such Certificate be delivered to __________________
whose address is
_________________________________________________.
Dated:
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Signature:
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(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)
(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 and address
of transferee) this Warrant Certificate, 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:
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Signature:
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(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)
[The Company issued warrants to the representatives of the underwriters to the
initial public offering, or their designees, as follows:
1. Warrant W-1 to Ryan Beck & Co., Inc. representing 16,200 warrants;
2. Warrant W-2 to Ryan Beck & Co., Inc. representing 64,800 warrants;
3. Warrant W-3 to an affiliate of Ryan Beck & Co., Inc. representing 40,500
warrants;
4. Warrant W-4 to an affiliate of Ryan Beck & Co., Inc. representing 40,500
warrants; and
5. Warrant W-5 to BB&T Capital Markets, a Division of Scott & Stringfellow,
Inc. representing 54,000 warrants.
Copies of each executed and issued warrant have been omitted. The Registrant
undertakes to furnish supplementally a copy of each such issued warrant upon
request.]