1
Exhibit 4.4
WARRANT CERTIFICATE
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER HEREOF, THAT AN EXEMPTION FROM
REGISTRATION UNDER THE ACT IS AVAILABLE.
TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE
5:30 P.M., DENVER TIME, JUNE 7, 1999
No. Warrants
------------------- ----------------------
WARRANT CERTIFICATE
This Warrant Certificate certifies that ________________________, or
registered assigns (the "Holder"), is the registered holder of warrants (the
"Warrants") to purchase up to _______ shares of Common Stock, par value $.01 per
share (the "Common Stock") of CHART INDUSTRIES, INC., a Delaware corporation
(the "Company"), at any time from July 31, 1997 until 5:30 p.m., Denver time, on
June 7, 1999 (the "Expiration Date"), at a price per share of Common Stock equal
to $______ (the "Exercise Price"), upon surrender of this Warrant Certificate,
with the attached Notice of Election to Purchase duly executed, and payment of
the Exercise Price at an office or agency of the Company, but subject to the
conditions set forth herein and in that certain Warrant Agreement, dated as of
June 8, 1994, between CRYENCO SCIENCES, INC. ("Cryenco") and CRYOGENIC TADOPTR
COMPANY, L.P. ("TADOPTR"), as amended by that certain Amendment No. 1 to Warrant
Agreement (the "Amendment"), dated as of July 31, 1997, among the Company,
Cryenco, and TADOPTR (as amended, the "Warrant Agreement"). Payment of the
Exercise Price shall be made by certified or official bank cashier's check
payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall
have the right, at the Holder's election, in lieu of delivering the Exercise
Price in cash, to instruct the Company in the Form of Election to Purchase (i)
to retain, in payment of the Exercise Price, a number of shares of Common Stock
(the "Payment Shares") equal to the quotient of (a) the product of (1) the
Exercise Price and (2) the number of shares of Common Stock as to which the
Warrants are then being exercised, divided by (b) the Average Closing Price of
the Common Stock as of the date of exercise of the Warrants; and (ii) to deduct
the number of Payment Shares from the shares of Common Stock to be delivered to
the Holder.
2
"Average Closing Price" means, as of any date, (x) if the Common Stock is listed
on a national securities exchange, the average of the closing sales prices
therefor on the largest securities exchange on which the Common Stock is traded
on the ten trading days before such date; (y) if the Common Stock is listed on
the Nasdaq National Market but not on any national securities exchange, the
average of the closing sales prices therefor on the Nasdaq National Market on
the last ten trading days before such date; or (z) if such shares are not listed
on either a national securities exchange or the Nasdaq National Market, the
average of the sales prices therefor on the last twenty trading days before such
date.
No Warrant may be exercised after 5:30 p.m., Denver time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless exercised
prior thereto, shall thereafter be void.
This Warrant Certificate is issued to replace that certain Warrant
Certificate representing _______ warrants (the "Cryenco Warrants") for the
purchase of _______ shares of Cryenco's Class A voting common stock, $.01 par
value (the "Cryenco Common Stock"), at a price of $"CryencoPrice" per share of
Cryenco Common Stock (the "Cryenco Exercise Price"), which was issued by Cryenco
and dated as of June 8, 1994 (the "Cryenco Certificate"). The number of shares
of Common Stock subject to the Warrants is equal to the number of shares of
Cryenco Common Stock subject to the Cryenco Warrants multiplied by a conversion
ratio of 0.165 (the "Conversion Ratio"), and the Exercise Price is equal to the
Cryenco Exercise Price divided by the Conversion Ratio, all as provided in the
Amendment. The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which is
incorporated herein and made a part hereof by reference, and is hereby referred
to for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Company and the Holder of the Warrants.
The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price and the type and/or number of the Company's securities
issuable upon the exercise of the Warrants may, subject to certain conditions,
be adjusted. In such event, the Company will, at the request of the Holder,
issue a new Warrant Certificate evidencing the adjustment in the Exercise Price
and the number and/or type of securities issuable upon the exercise of the
Warrants; PROVIDED, HOWEVER, that the failure of the Company to issue such new
Warrant Certificates shall not in any way change, alter or otherwise impair the
rights of the Holder as set forth in the Warrant Agreement to purchase the
number of shares of Common Stock for the exercise price as so adjusted or any
other rights set forth in the Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate, with the attached Notice of Assignment duly executed, at an office
or agency of the Company, a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants shall be
issued to the transferee(s) in exchange for this Warrant Certificate, subject to
the limitations provided herein and in the Warrant Agreement, without any charge
except for any tax or other governmental charge imposed in connection with such
transfer.
2
3
Upon the exercise of less than all of the Warrants evidenced by this
Warrant Certificate, the Company shall forthwith issue to the Holder thereof a
new Warrant Certificate evidencing such unexercised Warrants.
The Company may deem and treat the registered Holder(s) hereof as the
absolute owner(s) of this Warrant Certificate, notwithstanding any notation of
ownership or other writing hereon made by anyone, for the purposes of any
exercise of the Warrants represented hereby and of any distribution to the
Holder(s) hereof, and for all other purposes, and the Company shall not be
affected by any notice to the contrary.
All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated as of
---------------
CHART INDUSTRIES, INC.
[SEAL]
By:
--------------------------------------
Don A. Baines
Chief Financial Officer and Treasurer
Attest:
- ----------------------
3
4
NOTICE OF ELECTION TO PURCHASE
(To be executed by the Holder if such Holder desires to
exercise the Warrants)
TO: Chart Industries, Inc.
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase:
shares of Common Stock, par value $.01 per share, of Chart
--------------
Industries, Inc.;
and herewith [tenders in payment for such securities a certified or official
bank cashier's check, payable to the order of CHART INDUSTRIES, INC., in the
amount of $__________ therefor] [instructs you herein, in payment of the
Exercise Price, to deduct ______ shares of Common Stock and to deliver the net
number of shares, being ______ shares of Common Stock]. The undersigned requests
that a certificate for such securities be registered in the name of _________
____________ whose address is _______________________________ and that such
Certificate be delivered to _____________________ whose address is
_____________________________.
Dated: Signature:
---------------------- ----------------------------------
(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant Certificate.)
--------------------------------------------
(Insert Social Security or Other Identifying
Number of Holder)
5
NOTICE OF ASSIGNMENT
(To be executed by the Holder if such Holder desires to transfer the Warrant
Certificate to the extent permitted by Section 5 of the Warrant Agreement.)
FOR VALUE RECEIVED, hereby
---------------------------------------
sells, assigns and transfers unto
----------------------------------------------------
(Please print name and address of transferee)
this Warrant Certificate; together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ___________________ as
attorney-in-fact, to transfer the within Warrant Certificate on the books of the
within-named Company, with full power of substitution.
Dated: Signature:
---------------------- ----------------------------------
(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant Certificate.)
--------------------------------------------
(Insert Social Security or Other Identifying
Number of Holder)