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Exhibit 4.2
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, NOR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE
SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT IS
EFFECTIVE PERTAINING TO SAID SECURITIES OR UNLESS THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
VOID AFTER 5:00 P.M. JULY 31, 1999
Warrants CLASS B WARRANT NO. FIELD(8)
[REXEX CORP. LOGO]
CLASS B WARRANT CERTIFICATE
THIS CERTIFIES THAT, for value received, FIELD(3), or any
registered assigns (the "Holder"), is the owner of the number of warrants (the
"Warrants") specified above of RENEX CORP., a Florida corporation (the
"Company"). Each Warrant entitles the holder hereof to purchase, subject to the
terms and conditions set forth in this certificate one fully paid and
non-assessable share of the Company's Common Stock, $.001 par value (the
"Shares") commencing on the date hereof and continuing through July 31, 1999
(the "Exercise Period") upon the presentation and surrender of this Warrant
Certificate, with the form of election to purchase attached hereto, duly
executed, to the Company at its principal office, accompanied by payment of
$2.00 for every share of Common Stock so purchased hereunder (the "Exercise
Price").
Each Warrant represented hereby is exercisable at the option of
the registered Holder, but no fractional shares of Common Stock will be issued
and the Holder may exercise only a whole number of Warrants. In lieu of
fractional shares of Common Stock, the Company shall pay to the holder hereof
an amount equal to the current value of such fraction computed (a) if the
Shares shall then be listed or admitted to trading on any national securities
exchange, on the basis of the last reported sale price of the Shares on such
exchange prior to the date of exercise, (b) if the Shares shall not then be so
listed or admitted, on the basis of the average of the high and low bid prices
of the shares in the over-the-counter market, as reported by NASDAQ or any
successor thereto, on the last business day prior to the date of exercise, or
(c) if there is no market for the Shares, the fair market value as determined
in good faith by the Company's Board of Directors. In the cash of the exercise
of less than all of the Warrants represented by this Warrant Certificate, the
Company will cancel this Certificate upon surrender thereof and shall execute
and deliver a new Warrant Certificate for the balance of such Warrants.
The term "Expiration Date" shall mean 5:00 P.M. Eastern Standard
Time on July 25, 1999. If such date shall be a holiday or a day in which banks
are authorized to close, then the Expiration Date shall mean 5:00 P.M. Eastern
Standard Time, on the next following day which is not a holiday or a day on
which banks are authorized to close.
Prior to due presentment for transfer of this Warrant Certificate,
the Company may deem and treat the person in whose name this Warrant
Certificate is registered on the books of the Company as the absolute owner
hereof for all purposes and that the Company shall not be affected by any
notice to the contrary.
ADDITIONAL PROVISIONS OF THIS WARRANT FOLLOW
DATED this 31st day of July, 1996.
RENEX CORP., a Florida corporation
Attest: By:
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BRYAN W. BAUMAN, JAMES P. SHEA, President
Assistant Secretary
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1. ANTI-DILUTION ADJUSTMENTS.
(a) In case the Company shall at any time prior to the Exercise
of the Warrants declare a dividend or any distribution payable in any class of
the Company's Shares now outstanding or to be outstanding to which the Exercise
of the Warrants pertains, then the holder hereof, upon the Exercise of the
Warrants after the record date for the determination of holders of Shares
entitled to receive such dividend or distribution, shall be entitled to receive
upon Exercise of the Warrants, in addition to the number of Shares as to which
this Warrant Certificate is exercised, such additional Shares as such holder
would have received had the Warrants been exercised immediately prior to such
record date.
(b) In case the Company shall at any time prior to the Exercise
of the Warrants effect a recapitalization or reclassification of such character
that the Shares shall be changed into or become exchangeable for a larger or
smaller number of Shares, then upon the effective date thereof, the number of
Shares which the holder hereof shall be entitled to purchase upon Exercise of
the Warrants shall be increased or decreased, as the case may be, in direct
proportion to the increase or decrease in the number of Shares by reason of
such recapitalization or reclassification, and the Purchase Price Per Share of
such recapitalized or reclassified Shares be proportionately decreased and in
the case of a decrease in the number of Shares, be proportionately increased.
(c) Subject to the provisions contained in Paragraph 1(g) herein,
in case the Company shall at any time prior to the Exercise of the Warrants
issue or sell any Shares or any other securities convertible into Shares or any
options or warrants to purchase Shares (except as provided in subsection (a) of
this Paragraph 1, pursuant to incentive compensation plans, pursuant to options
to officers or employees or issuance of any shares upon the conversion of
warrants, or other rights or options now outstanding for a consideration per
Share less than $1.00, then forthwith upon such issue or sale the Purchase
Price Per Share (until another such issue or sale) shall be reduced to a price
(calculated to the nearest full cent) determined by dividing (i) an amount
equal to the sum of (A) the product obtained by multiplying (x) the total
number of Shares outstanding immediately prior to such issue or sale, by (y)
the Purchase Price Per Share in effect immediately prior to such issue or sale
plus (B) the aggregate amount of any consideration in connection with such
issue or sale, by (ii) the total number of Shares outstanding immediately after
such issue or sale. Simultaneously with such reduction in the Purchase Price
Per Share, the number of Shares issuable upon Exercise of the Warrants shall be
increased (to the nearest full Share) to the number obtained by multiplying the
Purchase Price Per Share in effective immediately prior to such reduction by
the number of Shares then issuable upon Exercise of the Warrants and dividing
the product so obtained by the reduced Purchase Price Per Share. For purposes
of this subsection 1(c) the consideration in connection with any such issue or
sale shall be the initial offering price for the sale of such shares or other
securities, options or warrants before deducting therefrom any commissions or
other expenses paid or incurred by the Company in connection with the issue or
sale of such securities, options or warrants plus any additional cash
receivable by the Company upon conversion or exercise of such other securities,
options or warrants, except that in the event that any portion of such
consideration is a consideration other than cash, the amount of such
consideration other than cash shall be the value thereof as determined in good
faith by the Board of Directors of the Company. In the event that the
conversion price or exercise price of any securities convertible into Shares or
options or warrants to purchase Shares is not specified at the time of the
issue or sale of such securities, options or warrants, the amount thereof, for
purposes only of this subsection 1(c), shall be as determined in good faith by
the Board of Directors of the Company. In the event of the issuance or sale by
the Company of any securities convertible into Shares or any options or
warrants to purchase Shares (except as provided in subsection (a) of this
Paragraph 1 or pursuant to incentive compensation plans or options to officers
or employees) the Company shall be deemed to have issued the maximum number of
Shares into which such convertible securities may be converted or the maximum
number of Shares deliverable upon the exercise of such options or warrants, as
the case may be. On the expiration of such options or warrants or the
termination of such right to convert, the Purchase Price Per Share shall be
readjusted based upon the number of Shares actually delivered upon the exercise
of such options or warrants or upon the conversion of such securities. Except
as provided in the preceding sentence, no further adjustment of the Purchase
Price Per Share shall be made as a result of the actual issuance of Shares upon
the exercise of such options or warrants or the conversion of such securities.
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(d) In case the Company shall at any time prior to the Exercise
of the Warrants consolidate or merge with any other corporation or transfer all
or substantially all of its assets to any other corporation preparatory to a
dissolution, then the Company shall, as a condition precedent to such
transaction, cause effective provision to be made so that the holder hereof
upon the Exercise of the Warrants after the effective date of such transaction
shall be entitled to receive the kind and amount of shares, evidences of
indebtedness and/or other securities or property receivable on such transaction
by a holder of the number of Shares as to which this Warrant were exercisable
immediately prior to such transaction (without giving effect to any restriction
upon such exercise); and, in any such case, appropriate provision shall be made
with respect to the rights and interests of the holder hereof to the end that
the provisions of this Warrant shall thereafter be applicable (as nearly as may
be practicable) with respect to any Shares, evidences of indebtedness or other
securities or assets thereafter deliverable upon Exercise of the Warrants.
(e) The term "Purchase Price Per Share" as used in this Paragraph
1 shall mean the exercise price specified in this Warrant Certificate until the
occurrence of an event stated in subsection (b) or (c) of this Paragraph 3 and
thereafter shall mean said price as adjusted from time to time in accordance
with the provisions of said subsections. No such adjustment shall be made
unless such adjustment would change the then Purchase Price Per Share by $.01
or more; provided, however, that all adjustments not so made shall be deferred
and made when the aggregate thereof would change the then Purchase Price Per
Share by $.01 or more. No adjustment made pursuant to any provision of this
Paragraph 3 shall have the effect of increasing the total consideration payable
upon Exercise of the Warrants in respect of all the Shares purchasable
hereunder.
(f) In the event that at any time, as a result of an adjustment
made pursuant to this Paragraph 3, the holder of this Warrant Certificate shall
become entitled to purchase upon Exercise of the Warrants, shares, evidences of
indebtedness or other securities or assets (other than Shares) then, wherever
appropriate, all references herein to Shares shall be deemed to refer to and
include such shares, evidences of indebtedness or other securities or assets;
and thereafter the number of such shares, evidences of indebtedness or other
securities or assets shall be subject to adjustment from time to time in a
manner and upon terms as nearly equivalent as practicable to the provisions of
this Paragraph 3.
(g) Notwithstanding anything herein to the contrary, no
adjustment shall be made to the Purchase Price Per Share or the number of
shares issuable upon exercise of this Warrant upon the issuance of any
securities issued in connection with any of the following (i) incentive
compensation plans, (ii) upon grant of options under any stock option plans
approved by the corporation's shareholders or the exercise and issuance of
Common Stock thereunder, (iii) upon conversion of any shares of Series A
Preferred Stock and the issuance of Common Stock pursuant thereto, (iv)
exercise of any warrants, rights or options now outstanding (v) the sale and
issuance of common stock for a purchase price of $1.00 or more or (vi) the sale
of securities convertible or exercisable into common stock which securities
conversion or exercise price is $1.00 or greater.
2. NOTICES TO WARRANT HOLDER. If, at any time prior to the expiration
or Exercise of the Warrants, any of the following events shall occur:
(a) the Company shall declare any dividend payable in securities
upon its Shares or make any distribution (other than a cash dividend payable
out of earned surplus to the holders of its Shares; or
(b) the Company shall offer to the holders of its Shares any
additional shares of the Company or securities convertible into shares of the
Company or any right 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 transfer of all
or substantially all of its assets shall be proposed;
then in any one or more of said events, the Company shall give to the holder of
this Warrant, by first-class mail, postage prepaid, at the address of such
holder as shown on the books of the Company, not less than twenty (20) days'
prior notice of the date on which:
(i) The books of the Company shall be closed or a record
taken for determination of the shareholders entitled to such dividend,
distribution or subscription rights; or
(ii) the books of the Company shall be closed or record
taken for determination of the shareholders entitled to vote on such proposed
dissolution, liquidation, winding-up or transfer.
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3. RESERVATION OF SHARES. The Company shall at all times reserve for
issuance such number of authorized and unissued Shares (or other securities
substituted therefor as hereinabove provided) as shall be sufficient for
exercise of the Warrants.
4. BENEFITS OF THIS WARRANT. Nothing in this Warrant Certificate shall
be construed to confer upon any person other than the Company and the holder of
this Warrant Certificate any legal or equitable right, remedy or claim under
this Warrant Certificate and this Warrant Certificate shall be for the sole and
exclusive benefit of the Company and the holder of this Warrant Certificate.
5. UNREGISTERED SECURITIES. The Holder of this Warrant may not exercise
the Warrant if such exercise would be in violation of the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder (the
"Act"). Any subsequent resale of the Shares may be made only upon proof by the
Holder to the satisfaction of counsel for the Company that the resale will not
result in a violation of the Act. The Holder shall make such representations
and supply such information as may, in the opinion of counsel for the Company,
be appropriate or advisable in view of the then existence or nonexistence of an
effective registration statement under the Act covering the issuance of the
Shares of the Company. The Holder hereby agrees that the Company may place a
stop order covering the transfer of any Shares issued pursuant to the exercise
of the Warrant with the Transfer Agent of such shares and may place upon the
certificates representing such shares a legend indicating such restrictions.
6. PIGGY-BACK REGISTRATION RIGHTS. If the Company shall at any time
file a new registration statement under the Securities Act relating to shares
of its Common Stock (other than on Forms S-4 or S-8), then it shall give thirty
days' prior written notice of its intention to do so to the Holder and, if
requested in writing by the Holder hereof not more than twenty days after his
receipt of such notice, the Company shall include in said registration
statement the Shares issuable or theretofore issued upon exercise of the
Warrant as the Holder hereof shall request; provided, however, that if there is
an underwriter selected by the Company for such offering and sale, and it
advises that, in its professional opinion the number of shares of Common Stock
proposed to be sold by the Company and the holder of the Warrant is greater
than the number of shares of Common Stock which it believes may be sold, then
the number of shares of Common Stock to be sold shall first be allocated to the
Company and any balance thereafter shall be allocated to the Holder. If the
Company includes the Shares in such registration statement, and if the Company
shall so request, the Holder shall agree in writing not to sell any other
shares of Common Stock owned by the Holder for a period specified by the
Company, but not exceeding 180 days from the effective date of such
registration statement if the underwriter of the Shares then being registered
so requests. The Company shall bear all costs and expenses of the registration
statement (and all amendments and supplements thereto) relating to the
registration of the Shares, including printing, legal and accounting expenses,
and SEC filing fees, expenses and transfer agency fees, but the Company shall
have no obligation to pay or otherwise bear (i) any portion of the fees or
disbursements of any counsel which any Holder may retain in connection with the
registration of the Shares, (ii) any portion of the underwriter's commission,
discounts and expenses attributable to such Shares being offered and sold by
the Warrant Holder or (iii) any applicable stock transfer taxes. Prior to the
effective date of any registration statement filed hereunder, the Company and
the persons requesting the registration will execute an agreement providing for
indemnification of each other in form satisfactory to the Company.
7. LOSS OR DESTRUCTION OF WARRANT CERTIFICATE. If this Warrant
Certificate shall be surrendered mutilated to the Company, or if the Company
shall have received evidence to its satisfaction of its destruction, loss or
theft, and there be delivered to the Company such security or indemnity as may
be reasonably required by it to hold it harmless, then the Company shall
execute and deliver in lieu of this Warrant Certificate, or in substitution for
the mutilated Warrant Certificate (upon surrender of such Warrant Certificate)
a new Warrant Certificate.
8. MODIFICATIONS. The Company shall be entitled to modify the terms and
conditions of the Warrants without the consent of the holders of Warrants;
provided, however, that such modifications shall be uniform for all Warrants of
the same class and will not increase the exercise price or decrease (i) the
number of Shares issuable upon exercise or (ii) the exercise periods of such
Warrant Certificate.
9. APPLICABLE LAW. This Warrant Certificate is issued under, and shall
for all purposes be governed by, and construed in accordance with the laws of
the State of Florida. This Warrant Certificate is binding upon the Company and
its successors and assigns.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be executed, sealed and delivered in its name by its duly authorized officers.
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LAW OFFICES WALLACE, BAUMAN, LEGON, FODIMAN & SHANNON, P.A.
1200 BRICKELL AVENUE, SUITE 1720, MIAMI, FLORIDA 33131 * TEL. (305) 444-9991
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ELECTION TO PURCHASE
(To be executed by the registered holder if he desires to exercise the Warrant)
TO: RENEX CORP.
The undersigned hereby exercises the right to purchase ___________
Shares of the Common Stock of RENEX CORP. evidenced by the attached Warrant
Certificate and herewith makes payment of the purchase price of such Shares in
full, all in accordance with the conditions and provisions thereof.
The undersigned requests that certificates for such Shares be
issued pursuant to the Warrant in the name of:
_______________________________________________________________________________
Name
_______________________________________________________________________________
Address
Dated:_____________________ Signature:_____________________________
___________________________ Signature:_____________________________
Social Security Number (Signature must conform in
all respects to name of
holder and specified on the
face of the Warrant)
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 Social Security No. of Transferee)
________________ warrants represented by this Warrant Certificate together with
all right, title and interest therein, and does hereby irrevocably constitute
and appoint _________________________________ attorney to transfer the warrants
on the books of the within named company, with full power of substitution.
Dated:_____________________ Signature:_____________________________
___________________________ Signature:_____________________________
Social Security Number (Signature must conform in
all respects to name of
holder and specified on the
face of the Warrant)
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LAW OFFICES WALLACE, BAUMAN, LEGON, FODIMAN & SHANNON, P.A.
1200 BRICKELL AVENUE, SUITE 1720, MIAMI, FLORIDA 33131 * TEL. (305) 444-9991