EXHIBIT 4.2
NUMBER WARRANTS
- ------------ ---------------------------
|W | | |
- ------------ | |
| |
---------------------------
---------------------------
| CUSIP 783975 11 3 |
---------------------------
SEE REVERSE
FOR CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF ARIZONA
This certifies that, for value received,
the Registered Holder hereof or assigns (the "Holder"), is entitled to purchase
from SC&T INTERNATIONAL, INC., an Arizona corporation (the "Company"), at any
time after 9:00 a.m. New York Time on December 14, 1995 and before 5:00 p.m.,
New York Time, on December 13, 1998 at the purchase price per Share of $7.00
(the "Warrant Price"), one-half (1/2) of one (1) share of common Stock of the
Company for each Warrant represented by this certificate (the "Shares"). The
number of Shares purchasable upon exercise of the Warrant evidenced hereby and
the Warrant Price per Share shall be subject to adjustment from time to time as
set forth in the warrant Agreement referred to below.
The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant certificate with the Purchase Form attached hereto
duly executed guarantee and simultaneous payment of the Warrant Price (subject
to adjustment) at the principal office in Colorado of American Securities
Transfer, Inc. (the "Warrant Agent"). Payment of such price shall be made at the
option of the Holder in cash or by certified check or bank draft, all as
provided in the Warrant Agreement.
The Warrants evidenced hereby entitle the holder of such warrant to
acquire one-half (1/2) of one share (1) of Common Stock and are issued under and
in accordance with the Warrant Purchase Agreement dated as of December 14, 1995,
between the Company and the Warrant Agent (the "Warrant Agreement") and are
subject to the terms and provisions contained in such warrant Agreement, to all
of which the Holder of this Warrant certificate by acceptance hereof consents. A
copy of the Warrant Agreement may be obtained for inspection by the Holder
hereof upon written request to the Warrant Agent.
Upon any partial exercise of the Warrants evidenced hereby, there shall
be issued to the Holder a new Warrant certificate in respect of the Shares
evidenced hereby which shall not have been exercised. This Warrant certificate
may be exchanged at the office of the Warrant Agent by surrender of this Warrant
certificate properly endorsed either separately or in combination with one or
more other Warrants for one or more new Warrants to purchase the same aggregate
number of Shares as here evidenced by the warrant or Warrants exchanged. No
fractional Shares will be issued upon the exercise of rights to purchase
hereunder, but the Company shall pay the cash value of any fraction upon the
exercise of one or more Warrants.
The Warrants evidenced hereby are not transferable except in the manner and
subject to the limitations set forth in the Warrant Agreement.
The number of Shares issuable upon exercise of this Warrant to acquire
the Shares shall be subject to adjustment as provided in Section 9 of the
Warrant Agreement.
The Holder hereof may be treated by the Company, the Warrant Agent and
all other persons dealing with this Warrant certificate as the absolute owner
hereof for all purposes and as the person entitled to exercise the rights
represented hereby, any notice to the contrary notwithstanding, and until such
transfer is entered on such books, the Company may treat the Holder hereof as
the owner for all purposes.
Dated: SC&T INTERNATIONAL, INC.
By: /s/ J.L. Copland
--------------------------------
President
Attest: /s/ Timothy J. Stocker
SC&T INTERNATIONAL, INC. ----------------------------
INCORPORATED Secretary
June 23,
1993 COUNTERSIGNED:
* Arizona * American Securities Transfer, Inc.
P.O. Box 1596
Denver, Colorado 80201
By
--------------------------------
Warrant Agent Authorized Signature
SC&T INTERNATIONAL, INC.
Mailing Address
SC&T INTERNATIONAL, INC.
3837 E. LaSalle Street
Phoenix, Arizona 85040
PURCHASE FORM
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant certificate for, and to purchase
thereunder, _________ Shares of Common Stock provided for therein, and requests
that certificates for such Shares be issued in the name of:
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Type Name, Address and Social Security Number)
and, if said number of Shares shall not be all the Shares purchasable hereunder,
that a new Warrant certificate for the balance of the Shares purchasable under
the within Warrant certificate be registered in the name of the undersigned
Holder or his Assignee as below indicated and delivered to the address stated
below.
Dated:_______________________________
Name of Holder or Assignee:
________________________________________________________________________________
(Please Print)
Address:________________________________________________________________________
Signature:
__________________________
Note: The above signature must correspond with the name as it appears upon the
face of the within Warrant certificate in every particular, without alteration
or enlargement or any change whatever, unless these Warrants have been assigned.
Signature(s) Guaranteed:
__________________________
the signature(s) should be guaranteed by an eligible guarantor institution
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with
membership in an approved signature guarantee Medallion Program), pursuant to
S.E.C. Rule 17Ad-15.
ASSIGNMENT
(To be signed only upon assignment of Warrants)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto____________________________________________________________________________
________________________________________________________________________________
(Name and Address of Assignee Must be Printed or Typewritten)
the within Warrants, hereby irrevocably constituting and appointing____________
Attorney to transfer said Warrants on the books of the Company, with full power
of substitution in the premises.
Dated:________________________
_____________________________________________
Signature of Registered Holder
Note: The signature on this assignment must
correspond with the name as it appears upon
the face of the within Warrant certificate in
every particular, without alteration or any
change whatever.
Signature(s) Guaranteed:
___________________________________
The signature(s) should be guaranteed by an eligible guarantor institution
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with
membership in an approved signature guarantee Medallion Program), pursuant to
S.E.C. Rule 17Ad-15.