Exhibit 4.2
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The securities represented by this Certificate have not been registered under
the Securities Act of 1933, as amended (the "Act"). These securities have been
acquired for investment and not a with view to distribution or re-sale, and may
not be made subject to a security interest or pledged, hypothecated or otherwise
transferred without an effective registration statement for such securities
under the Act or an opinion of counsel of the Corporation that registration is
not required under such Act.
MICHAEL ANTHONY JEWELERS, INC.
WARRANTS TO
PURCHASE 300,000
SHARES OF
COMMON STOCK
COMMON STOCK PURCHASE WARRANT
Not Transferable or Exercisable
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Except Upon Conditions Herein Specified
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THIS CERTIFIES that, for value received, Almond International, Inc. is
entitled to subscribe for and purchase from MICHAEL ANTHONY JEWELERS, INC., a
Delaware corporation (hereinafter called the "Corporation"), 300,000 shares of
the Corporation's Common Stock, par value $.001 per share (the "Common Stock"),
at the price of $1.625 per share (hereinafter called the "Warrant Price") at any
time from December 22, 2000 to and including December 22,2004; the term will be
extended for one additional year provided that either the Distribution Agreement
or the Manufacturing Agreement between Michael Anthony Jewelers, Inc., Almond
International Inc. and Gold & Honey L. P. executed on December 22, 2000 are
still in full force and effect (such period being hereinafter referred to as the
"Exercise Period").
SECTION 1. EXERCISE OF WARRANTS. The rights represented by this Warrant
may be exercised by the holder hereof, in whole at any time during the Exercise
Period, by the surrender of this Warrant (properly endorsed) at the office of
the Corporation, at 115 South MacQuesten Pkwy, Mt. Vernon, New York 10550-1724
or at such other agency of office of the Corporation in the United States of
America as it may designate by notice in writing to the holder hereof at the
address of such holder appearing on the books of the Corporation, and by payment
to the Corporation of the Warrant Price in cash or by check for each share of
Common Stock being purchased. In the event of the exercise of the rights
represented by this Warrant, a certificate or certificates for the shares of
Common Stock so purchased, registered in the name of the holder, shall be
delivered to the holder hereof within a reasonable time, not exceeding thirty
days, after the rights represented by this Warrant shall have been so exercised.
The person in whose name any certificate for shares of Common Stock is issued
upon exercise of this Warrant shall for all purposes be deemed to have become
the holder of record of such shares on the date on which the Warrant was
surrendered and payment of the Warrant Price and any applicable taxes were made,
irrespective of the date of delivery of such certificate, except that, if the
date of such surrender and payment is a date when the stock transfer books of
the Corporation are closed, such person shall be deemed to have become the
holder of such shares at the close of business on the next succeeding date on
which the stock transfer books are open.
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SECTION 2. COVENANTS AS TO COMMON STOCK. The Corporation covenants and
agrees that all shares of Common Stock which may be issued upon the exercise of
the rights represented by this warrant, will, upon issuance, be validly issued,
fully paid and non-assessable and free from all taxes, liens and charges with
respect to the issue thereof; assuming warrant price is paid in full as provided
in Section 1 hereof. The Corporation further covenants and agrees that the
Corporation will from time to time take all such action as may be requisite to
assure that the stated or par value per share of the Common Stock is at all time
equal to or less than the effective Warrant Price per share issuable upon
exercise of this Warrant. The Corporation further covenants and agrees that the
Corporation will at all times have authorized and reserved, free from preemptive
rights, a sufficient number of shares of Common Stock to provide for the
exercise of the rights represented by this Warrant.
SECTION 3. NO STOCKHOLDER RIGHTS. This warrant shall not entitle the
holder hereof to any voting rights or other rights as a stockholder of the
Corporation.
SECTION 4. LIMITATION UPON TRANSFER OF WARRANT. This Warrant and any of
the rights granted hereunder are not transferable without the consent of Michael
Anthony Jewelers, Inc.
SECTION 5. REORGANIZATIONS, ETC. In case, at any time after the date of
issuance of this Warrant and prior to the expiration of the Exercise Period, of
any capital reorganization, of any reclassification of the stock of the
Corporation (other than a change in par value or from par value to no par value
or from no par value to par value or as a result of a stock dividend or
subdivision, split-up or combination of shares), or the consolidation or merger
of the Corporation with or into another corporation (other than a consolidation
or merger in which the Corporation is the continuing operation and which does
not result in any change in the Common Stock) or of the sale of all or
substantially all the properties and assets of the Corporation as an entirety to
any other corporation, this Warrant shall, after such reorganization,
reclassification, consolidation, merger or sale, be exercisable for the kind and
number of shares of stock or other securities or property of the Corporation or
of the corporation resulting from such consolidation or surviving such merger or
to which such properties and assets shall have been sold to which such holder
would have been entitled if he had held the Common Stock issuable upon the
exercise hereof immediately prior to such reorganization, reclassification,
consolidation, merger or sale.
SECTION 6. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this
Warrant is lost, stolen, mutilated or destroyed, the Corporation may, on such
terms as to indemnity or otherwise as it may in its discretion impose (which
shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like denomination and tenor as the Warrant so lost, stolen,
mutilated or destroyed. Any such new Warrant shall constitute an original
contractual obligation of the Corporation, whether or not the allegedly lost,
stolen, mutilated or destroyed Warrant shall be at any time enforceable by
anyone.
SECTION 7. EFFECTIVENESS OF RIGHTS GRANTED. The rights of the holder
hereof are effective as of the date of issuance of this Warrant, provided,
however, that no such rights shall be exercisable until registration under the
Securities Act of 1933, as amended, of shares of Common Stock of the Company or
its successor.
SECTION 8. WAIVER AND MODIFICATION. The provisions of this Warrant
Agreement may not be waived or modified unless such waiver or modification is in
writing and signed by the parties hereto.
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SECTION 9. GOVERNING LAW. The Warrant Agreement shall be governed by
the laws of the State of Delaware.
IN WITNESS WHEREOF, the Corporation, as of December 26, 2000, has
issued this Warrant to be executed by its duly authorized officers under its
seal.
MICHAEL ANTHONY JEWELERS, INC.
By: /s/: Michael W. Paolercio
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President
[Corporate Seal]
Attest: