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EXHIBIT 4.2
NTW2-
WARRANT TO PURCHASE
COMMON SHARES
CUSIP 629865 14 8
VOID AFTER 5:00 P.M.,
EASTERN TIME, ON _____, 2000
WARRANT TO PURCHASE COMMON SHARES
NAM TAI ELECTRONICS, INC.
INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS
THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF GLENDALE, CALIFORNIA
This certifies that, for value received,
, the registered holder hereof or assigns (the "Holder"), is entitled to
purchase from NAM TAI ELECTRONICS, INC. a British Virgin Islands corporation
(the "Company"), at any time before 5:00 p.m., Eastern Time, on _____, 2000, at
the purchase price per Share of $_____ (the "Warrant Price"), the number of
Common Shares of the Company set forth above (the "Shares"). The number of
Shares purchasable upon exercise of each 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. This Warrant is subject to
redemption by the Company, at $.05 per Common Share purchasable upon exercise
hereof, upon not less than 30 days' notice, at any time after the Daily Market
Price (determined pursuant to the Warrant Agreement) per Common Share has
equaled or exceeded $_____ for a period of at least 20 consecutive trading days
ending within 10 days prior to the date of the notice of redemption, and prior
to expiration of the Warrants. The Warrant redemption price and the Daily Market
Price referred to above shall be subject to adjustment from time to time as set
forth in the Warrant Agreement.
The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant certificate with the Purchase Form on the reverse
side hereof duly executed (with a signature guarantee as provided on the reverse
side hereof) and simultaneous payment of the Warrant Price (subject to
adjustment) at the principal office in Glendale, California, U.S.A., of U.S.
Stock Transfer Corporation (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 are part of a duly authorized issue of
Common Share Purchase Warrants and are issued under and in accordance with a
Warrant Agreement dated as of _____, 1997, between the Company and the Warrant
Agent 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 Agent 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 countersigned and issued to the Holder a new Warrant certificate in respect
of the Shares as to which the Warrants evidenced hereby 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 (with a
signature guarantee) 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 transferable at the office of
the Warrant Agent in the manner and subject to the limitations set forth in 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.
This Warrant certificate does not entitle the Holder hereof to any of
the rights of a stockholder of the Company.
The Company has agreed to pay a fee of 1% of the Warrant Price upon
certain conditions as specified in the Warrant Agreement upon exercise of the
Warrant.
This Warrant certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Warrant Agent.
NAM TAI ELECTRONICS, INC.
By: [SIG] Dated:
Countersigned:
CHAIRMAN OF THE BOARD U.S. STOCK TRANSFER CORPORATION
Warrant Agent
ATTEST: [SIG]
By:
SECRETARY
Authorized Signatory
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NAM TAI ELECTRONICS, INC.
PURCHASE FORM
Mailing Address:
NAM TAI ELECTRONICS, INC.
c/o U.S. STOCK TRANSFER CORPORATION
1745 Gardena Avenue
Second Floor
Glendale, California, USA 91304
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant certificate for, and to purchase thereunder,
_____________________ Common Shares 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.
The undersigned represents that the exercise of the within Warrant was
solicited by a member of the National Association of Securities Dealers, Inc. If
not solicited by an NASD member, please write "unsolicited" in the space below.
Unless otherwise indicated in the space below, it will be assumed that the
exercise was solicited by Joseph Charles & Assoc., Inc.
Dated:___________________________ ________________________________________
(Name of NASD member if other than
Joseph Charles & Assoc., Inc.)
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 Guaranteed:
By_____________________________________________________
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 enlargement or any
change whatever.
Signature(s) Guaranteed:
By______________________________________________________
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.