1
EXHIBIT 4.2
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED,
HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH
SECTION 1 OF THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED.
Warrant Certificate No. _______
STANDBY UNDERWRITER'S WARRANT TO PURCHASE 10,000 UNITS, EACH UNIT
CONSISTING OF ONE COMMON SHARE AND TWO WARRANTS EACH EXERCISABLE TO
PURCHASE ONE COMMON SHARE
VOID AFTER 5:00 P.M.,
PACIFIC TIME, ON _____________, 2000
NAM TAI ELECTRONICS, INC.
This certifies that, for value received, Freshman, Marantz, Orlanski,
Cooper & Klein, a law corporation, the registered holder hereof or assigns (the
"Warrantholder"), is entitled to purchase from NAM TAI ELECTRONICS, INC. (the
"Company"), at any time during the period commencing at 9:00 a.m., Pacific Time,
on _________ ___, 1998, and before 5:00 p.m., Pacific Time, on _____________ __,
2000, at the purchase price per Unit of $______ (the "Warrant Price"), the
number of Units of the Company set forth above (the "Units"). The number of
Common Shares of the Company included in the Units purchasable upon exercise of
each Warrant evidenced hereby shall be subject to adjustment from time to time
as set forth in the Standby Underwriter's 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 (with a signature guarantee as provided thereon) and simultaneous
payment of the Warrant Price at the principal office of the Company. Payment of
such price shall be made at the option of the Warrantholder in cash or by check.
The Warrants evidenced hereby represent the right to purchase an aggregate
of up to 10,000 Units and are issued under and in accordance with a Standby
Underwriter's Warrant Agreement, dated as of ____________ ___, 1997 (the
"Standby Underwriter's Warrant Agreement"), between the Company and Freshman,
Marantz, Orlanski, Cooper & Klein, a law corporation, and are subject to the
terms and provisions contained in the Standby Underwriter's Warrant Agreement,
to all of which the Warrantholder by acceptance hereof consents.
Upon any partial exercise of the Warrants evidenced hereby, there shall be
signed and issued to the Warrantholder a new Warrant Certificate in respect of
the Units as to which the Warrants evidenced hereby shall not have been
exercised. These Warrants may be exchanged at the office of the Company by
surrender of this Warrant Certificate properly endorsed for one or more new
Warrants of the same aggregate number of Units as here evidenced by the Warrant
or Warrants exchanged. No fractional Shares will be issued upon the exercise of
rights to purchase the Units hereunder, but the Company shall pay the cash value
of any fraction upon the exercise of one or more Warrants. These Warrants are
transferable at the office of the Company in the manner and subject to the
limitations set forth in the Standby Underwriter's Warrant Agreement.
- -------------------------------------
Troop Meisinger Steuber & Pasich, llp
2
This Warrant Certificate does not entitle any Warrantholder to any of the
rights of a stockholder of the Company.
NAM TAI ELECTRONICS, INC.
By__________________________________
Dated:__________ ___, 1997 M.K. Koo,
President
ATTEST: [Seal]
- ---------------------------------
Secretary
- -------------------------------------
Troop Meisinger Steuber & Pasich, llp
3
NAM TAI ELECTRONICS, INC.
PURCHASE FORM
NAM TAI ELECTRONICS, INC.
999 West Hastings Street, Suite 530
Vancouver, B.C. Canada V6C 2W2
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder, ____________ Units (the "Units") provided for therein, and requests
that certificates for the Units be issued in the name of:
--------------------------------------------------------------
(Please Print or Type Name, Address and Social Security Number
--------------------------------------------------------------
--------------------------------------------------------------
and, if said number of Units shall not be all the Units purchasable hereunder,
that a new Warrant Certificate for the balance of the Units purchasable under
the within Warrant Certificate be registered in the name of the undersigned
Warrantholder or his Assignee as below indicated and delivered to the address
stated below.
Dated: _______________________
Name of Warrantholder
or Assignee:_____________________________________________
(Please Print)
Address:_________________________________________________
_________________________________________________
Signature:____________________________________
Note: The above signature must correspond with the name as written upon the face
of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever, unless these Warrants have been assigned.
Signature Guaranteed:______________________
(Signature must be guaranteed by a bank or trust company having an office or
correspondent in the United States or by a member firm of a registered
securities exchange or the National Association of Securities Dealers, Inc.)
- -------------------------------------
Troop Meisinger Steuber & Pasich, llp
4
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 all 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 enlargement or any change whatever.
Signature Guaranteed:____________________________
(Signature must be guaranteed by a bank or trust company having an office or
correspondent in the United States or by a member firm of a registered
securities exchange or the National Association of Securities Dealers, Inc.)
- -------------------------------------
Troop Meisinger Steuber & Pasich, llp
5
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED,
HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH
SECTION 1 OF THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED.
Warrant Certificate No. _______
STANDBY UNDERWRITER'S WARRANT TO PURCHASE 120,000 UNITS, EACH UNIT
CONSISTING OF ONE COMMON SHARE AND TWO WARRANTS EACH EXERCISABLE TO
PURCHASE ONE COMMON SHARE
VOID AFTER 5:00 P.M.,
PACIFIC TIME, ON _________ __, 2000
NAM TAI ELECTRONICS, INC.
This certifies that, for value received, Joseph Charles & Associates,
Inc., the registered holder hereof or assigns (the "Warrantholder"), is entitled
to purchase from NAM TAI ELECTRONICS, INC. (the "Company"), at any time during
the period commencing at 9:00 a.m., Pacific Time, on _________ __, 1998, and
before 5:00 p.m., Pacific Time, on ________ __, 2000, at the purchase price per
Unit of $______(the "Warrant Price"), the number of Units of the Company set
forth above (the "Units"). The number of Common Shares of the Company included
in the Units purchasable upon exercise of each Warrant evidenced hereby shall be
subject to adjustment from time to time as set forth in the Standby
Underwriter's 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 (with a signature guarantee as provided thereon) and simultaneous
payment of the Warrant Price at the principal office of the Company. Payment of
such price shall be made at the option of the Warrantholder in cash or by check.
The Warrants evidenced hereby represent the right to purchase an aggregate
of up to 120,000 Units and are issued under and in accordance with a Standby
Underwriter's Warrant Agreement, dated as of _______ __, 1997, (the "Standby
Underwriter's Warrant Agreement") between the Company and Joseph Charles &
Associates, Inc., and are subject to the terms and provisions contained in the
Standby Underwriter's Warrant Agreement, to all of which the Warrantholder by
acceptance hereof consents.
Upon any partial exercise of the Warrants evidenced hereby, there shall be
signed and issued to the Warrantholder a new Warrant Certificate in respect of
the Units as to which the Warrants evidenced hereby shall not have been
exercised. These Warrants may be exchanged at the office of the Company by
surrender of this Warrant Certificate properly endorsed for one or more new
Warrants of the same aggregate number of Units as here evidenced by the Warrant
or Warrants exchanged. No fractional Shares will be issued upon the exercise of
rights to purchase the Units hereunder, but the Company shall pay the cash value
of any fraction upon the exercise of one or more Warrants. These Warrants are
transferable at the office of the Company in the manner and subject to the
limitations set forth in the Standby Underwriter's Warrant Agreement.
- -------------------------------------
Troop Meisinger Steuber & Pasich, llp
6
This Warrant Certificate does not entitle any Warrantholder to any of the
rights of a stockholder of the Company.
NAM TAI ELECTRONICS, INC.
By__________________________________
Dated:_______ __, 1997 M.K. Koo,
President
ATTEST: [Seal]
- ---------------------------------
Secretary
- -------------------------------------
Troop Meisinger Steuber & Pasich, llp
7
NAM TAI ELECTRONICS, INC.
PURCHASE FORM
NAM TAI ELECTRONICS, INC.
999 West Hastings Street
Suite 530
Vancouver, B.C. Canada V6C 2W2
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder, ____________ Units (the "Units") provided for therein, and requests
that certificates for the Units be issued in the name of:
--------------------------------------------------------------
(Please Print or Type Name, Address and Social Security Number
--------------------------------------------------------------
--------------------------------------------------------------
and, if said number of Units shall not be all the Units purchasable hereunder,
that a new Warrant Certificate for the balance of the Units purchasable under
the within Warrant Certificate be registered in the name of the undersigned
Warrantholder or his Assignee as below indicated and delivered to the address
stated below.
Dated: _______________________
Name of Warrantholder
or Assignee:_____________________________________________
(Please Print)
Address:_________________________________________________
-------------------------------------------------
Signature:____________________________________
Note: The above signature must correspond with the name as written upon the face
of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever, unless these Warrants have been assigned.
Signature Guaranteed:______________________
(Signature must be guaranteed by a bank or trust company having an office or
correspondent in the United States or by a member firm of a registered
securities exchange or the National Association of Securities Dealers, Inc.)
- -------------------------------------
Troop Meisinger Steuber & Pasich, llp
8
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 all 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 enlargement or any change whatever.
Signature Guaranteed:____________________________
(Signature must be guaranteed by a bank or trust company having an office or
correspondent in the United States or by a member firm of a registered
securities exchange or the National Association of Securities Dealers, Inc.)
- -------------------------------------
Troop Meisinger Steuber & Pasich, llp