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EXHIBIT 4.3
FORM OF RIGHTS SUBSCRIPTION CERTIFICATE
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NUMBER RIGHTS
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THIS SUBSCRIPTION CERTIFICATE WILL BE VALUELESS IF NOT
RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M., NEW YORK TIME
ON ______________, 2000
RIGHTS SUBSCRIPTION CERTIFICATE
MAXICARE HEALTH PLANS, INC.
CUSIP NO. ________________
THIS RIGHTS SUBSCRIPTION CERTIFICATE IS NOT TRANSFERABLE.
The terms and conditions of this rights offering are set forth in the Prospectus
relating to the offer by Maxicare Health Plans, Inc. (the "Company") of
non-transferable subscription rights to purchase ("Rights") up to 28,088,072
shares of common stock, $.01 par value per share ("Shares") of the Company dated
__________, 2000 and are incorporated herein by reference.
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SUBSCRIPTION PRICE: $1.00 PER SHARE
(The number of rights you are entitled to is listed on the label below.)
RECORD HOLDER:
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The Rights represented by this Rights Subscription Certificate, in whole or in
part, may be exercised by completing Sections 1 and 2. Before exercising Rights,
Rights holders are urged to read the Prospectus carefully and in its entirety.
Copies of the Prospectus are available from the Company and American Stock
Transfer (the "Subscription Agent").
IMPORTANT - Complete the appropriate SECTION and delivery instructions, and SIGN
on reverse side. Subject to the provisions of the Prospectus, if the
instructions of the person completing this Rights
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Subscription Certificate are insufficient to delineate the proper action to be
taken with respect to all of the Rights evidenced hereby, such action as is
clearly delineated in such instructions will be taken.
THE RIGHTS REPRESENTED BY THIS RIGHTS SUBSCRIPTION CERTIFICATE MAY BE EXERCISED
(I) ONLY BY THE RECORD HOLDER OF THE COMPANY'S SHARES AS OF THE CLOSE OF
BUSINESS ON SEPTEMBER 14, 2000, OR BY SOMEONE DESIGNATED BY THE RECORD HOLDER AS
THE BENEFICIAL OWNER OF THE SHARES AND (II) ONLY IF THE PERSON EXERCISING SUCH
RIGHTS HAS RECEIVED A COPY OF THE PROSPECTUS. BY EXERCISING THE RIGHTS THE
HOLDER ACKNOWLEDGES RECEIPT OF THE PROSPECTUS. ACCORDINGLY, BY COMPLETING THIS
RIGHTS SUBSCRIPTION CERTIFICATE, YOU CERTIFY THAT AS OF THE CLOSE OF BUSINESS ON
SEPTEMBER 14, 2000, YOU ARE THE RECORD HOLDER OF _________ SHARES OF THE
COMPANY'S COMMON STOCK OR THAT YOU HAVE BEEN DESIGNATED BY THE RECORD HOLDER (IN
WRITING AS ATTACHED HERETO) AS THE BENEFICIAL OWNER OF SUCH SHARES ENTITLED TO
SUBSCRIBE TO __________ SHARES IN THIS RIGHTS OFFERING.
The Rights entitle the record or beneficial holder, as the case may be, to
subscribe for one and one-half shares of common stock of the Company at a
Subscription Price of $1.00 per Share for each Right evidenced hereby under the
terms and subject to the conditions set forth in the Prospectus. Payment of the
full Subscription Price for all Shares subscribed for pursuant to the exercise
of Rights must accompany this properly completed and duly executed Rights
Subscription Certificate, payable in United States currency by personal check,
cashier's check, bank draft or money order drawn on a bank located in the United
States, payable to "American Stock Transfer & Trust Company." PLEASE WRITE YOUR
RIGHTS CERTIFICATE NUMBER, SET FORTH ABOVE, ON YOUR CHECK, BANK DRAFT OR MONEY
ORDER.
Dated: _____________, 2000
MAXICARE HEALTH PLANS, INC.
By:_________________________________________
Richard A. Link, Chief Operating
Officer and Chief Financial Officer
By: ________________________________________
Alan D. Bloom, Secretary
INSTRUCTIONS: To exercise all or part of the Rights evidenced by this Rights
Subscription Certificate, please complete Section 1. In order to have the
Subscription Agent deliver Shares issued upon the exercise of Rights to another
person or delivered to an address other than the one listed on the face of this
Rights Subscription Certificate, please complete Section 2 and obtain the
required signature guarantee by a medallion institution.
YOUR EXERCISE OF RIGHTS IS IRREVOCABLE ONCE YOU HAVE SUBMITTED THIS RIGHTS
SUBSCRIPTION CERTIFICATE TO AMERICAN STOCK TRANSFER & TRUST COMPANY AS
SUBSCRIPTION AGENT. HOWEVER, THE COMPANY RESERVES THE RIGHT TO POSTPONE, MODIFY
OR CANCEL THE RIGHTS OFFERING AT ANY TIME PRIOR TO THE EXPIRATION OF THE THIRTY
DAY PERIOD OF THE RIGHTS OFFERING IF IT DETERMINES THAT SUCH POSTPONEMENT,
MODIFICATION OR CANCELLATION IS IN THE BEST INTERESTS OF MAXICARE HEALTH PLANS,
INC. AND ITS SHAREHOLDERS.
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SECTION 1 - EXERCISE AND SUBSCRIPTION: The undersigned hereby exercises Rights
to subscribe for Shares as indicated below, on the terms and subject to the
conditions specified in the Prospectus. By completing this Rights Subscription
Certificate, the undersigned hereby certifies that he/she has received and had
an opportunity to read the Prospectus dated _______, 2000.
(PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY)
(i) IF YOU WISH TO EXERCISE ALL OF YOUR RIGHTS:
I subscribe for my full entitlement of Shares:
_______________________ X $1.00 = $__________________
(Number of shares held
times 1.5)
TOTAL BASIC SUBSCRIPTION PRICE: $________________
(Total number of Shares subscribed
for times the Subscription Price of
$1.00 per share, rounded upward to
the nearest whole number)
Method of Payment (check one)
[ ] Check, Bank Draft or Money Order Payable to American Stock Transfer &
Trust Company.
[ ] Wire Transfer Directly to the account maintained by American Stock
Transfer & Trust Company, at [Bank], ABA ROUTING #___________, for
Credit Account #________, Further credit: MAXICARE RIGHTS OFFERING,
Attn: ____________, [Phone]
(ii) IF YOU DO NOT WISH TO EXERCISE ALL OF YOUR RIGHTS:
I subscribe for only
_______________________________________ X $1.00 = $____________
(Number of shares - whole number only)
TOTAL SUBSCRIPTION PRICE: $________________
(Total number of Shares subscribed
for times the Subscription Price
of $1.00 per share)
Method of Payment (check one)
[ ] Check, Bank Draft or Money Order Payable to American Stock Transfer as
Subscription Agent.
[ ] Wire Transfer Directly to the account maintained by American Stock
Transfer & Trust Company, at [Bank], ABA ROUTING #___________, for
Credit Account #________, Further credit: MAXICARE RIGHTS OFFERING,
Attn: ____________, [Phone]
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SECTION 2 - SPECIAL INSTRUCTIONS [ ] CHECK HERE FOR SPECIAL ISSUANCE,OR DELIVERY
INSTRUCTIONS. Unless otherwise indicated below, the Subscription Agent is hereby
authorized to issue and deliver Certificates for the Shares subscribed for to
the undersigned at the address appearing on the face of this Rights Subscription
Certificate. If this section is completed, the Holder's signature must be
guaranteed by a medallion guarantor.
Name: _____________________________________
Address: _____________________________________
_____________________________________
Taxpayer Identification or Social Security
Number:_____________________________________
IMPORTANT: RIGHTS HOLDER SIGN HERE
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(Signature(s) of Holder(s) exactly as appears on the face of this Certificate)
Dated: ____________, 2000
SIGNATURE GUARANTEE (to be executed if Section 2 is completed)
The undersigned, an eligible guarantor institution pursuant to Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as amended, and a
participant in a Securities Transfer Association recognized signature program,
does hereby guarantee that the signature of the Holder hereinabove is genuine.
Dated: ____________, 2000
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Firm Name (If applicable)
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Authorized Signature
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Name and Title
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Address
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Area Code and Telephone Number