Exhibit 4.2
FORM OF SUBSCRIPTION CERTIFICATE
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN
THE COMPANY'S PROSPECTUS DATED __________, 2003 (THE
"PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE.
COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM
AMERICAN STOCK TRANSFER & TRUST COMPANY AS THE SUBSCRIPTION AGENT.
STOCKHOLDER NAME AND ADDRESS:___________________________________________________
___________________________________________________
___________________________________________________
CERTIFICATE NO.: _____________
CERTIFICATE FOR ____________ RIGHTS
SMARTDISK CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SUBSCRIPTION CERTIFICATE
EVIDENCING _______ NON-TRANSFERABLE SUBSCRIPTION RIGHTS TO PURCHASE
A COMPARABLE NUMBER OF SHARES OF THE COMMON STOCK
OF SMARTDISK CORPORATION
SUBSCRIPTION PRICE: $0.32 PER SHARE
VOID IF NOT EXERCISED BEFORE THE EXPIRATION DATE
(AS DEFINED IN THE PROSPECTUS)
REGISTERED OWNER:
THIS CERTIFIES THAT the registered owner whose name is inscribed herein is
the owner of the number of Subscription Rights set forth above, each of which
entitles the owner to subscribe for and purchase one share of the Common Stock,
par value $.001 per share (the "Common Stock"), of SmartDisk Corporation, a
Delaware corporation (the "Company"), on the terms and subject to the conditions
set forth in the Company's Prospectus dated ________ __, 2003, and instructions
relating thereto on the reverse side hereof. The non-transferable Subscription
Rights represented by this Subscription Certificate may be exercised by duly
completing Section 1 on the reverse side hereof. Special issuance or delivery
instructions may be specified by completing Section 2 on the reverse side
hereof.
THE SUBSCRIPTION RIGHTS EVIDENCED BY THIS SUBSCRIPTION CERTIFICATE ARE NOT
TRANSFERABLE. SUCH SUBSCRIPTION RIGHTS MAY NOT BE EXERCISED UNLESS THE REVERSE
SIDE HEREOF IS COMPLETED AND SIGNED.
Dated: ________, 2003
______________________________________ ___________________________________
Michael S. Battaglia Peter J. Quinn
President and Chief Executive Officer Chief Financial Officer
SECTION 1 - EXERCISE AND SUBSCRIPTION
The undersigned irrevocably exercises Subscription Rights to subscribe for
shares of the Company's Common Stock, as indicated below, on the terms and
subject to the conditions specified in the Company's Prospectus dated __________
__, 2003, relating to the offering of such Subscription Rights, receipt of which
is hereby acknowledged.
(a) Number of shares of the Company's Common Stock subscribed for
pursuant to the Basic Subscription Privilege: ______________________
(b) Number of shares of the Company's Common Stock subscribed for
pursuant to the Over-Subscription Privilege: ______________________
YOU MAY NOT EXERCISE THE OVER-SUBSCRIPTION PRIVILEGE UNLESS YOUR BASIC
SUBSCRIPTION PRIVILEGE HAS BEEN EXERCISED IN FULL.
(c) Total Subscription Price (total number of shares subscribed for
pursuant to both the Basic Subscription Privilege plus the
Over-Subscription Privilege multiplied by the Subscription Price of
$0.32 per share): $___________________.
METHOD OF PAYMENT (CHECK ONE)
|_| Uncertified personal check, payable to American Stock Transfer & Trust
Company, as Subscription Agent for SmartDisk Corporation. PLEASE NOTE THAT
FUNDS PAID BY UNCERTIFIED PERSONAL CHECK MAY TAKE AT LEAST FIVE BUSINESS
DAYS TO CLEAR. ACCORDINGLY, SUBSCRIPTION RIGHTS HOLDERS WHO WISH TO PAY
THE PURCHASE PRICE BY MEANS OF AN UNCERTIFIED PERSONAL CHECK ARE URGED TO
MAKE PAYMENT SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO ENSURE THAT
SUCH PAYMENT IS RECEIVED AND CLEARS BY THE EXPIRATION DATE, AND ARE URGED
TO CONSIDER PAYMENT BY MEANS OF A CERTIFIED OR BANK CHECK, MONEY ORDER, OR
WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS.
|_| Certified check or bank check drawn on a U.S. bank or money order, payable
to American Stock Transfer & Trust Company, as Subscription Agent for
SmartDisk Corporation.
|_| Wire transfer directed to the account maintained by American Stock
Transfer & Trust Company at
J P Morgan Chase
55 Water Street
New York, New York 10005
ABA# 021-000021
Credit Account # 323-053807
Account Name: American Stock Transfer & Trust Company
|_| Delivery of a certificate representing that number of shares of the
Company's Series A Redeemable Convertible Preferred Stock, valued at $1.00
per share, sufficient to satisfy the subscription price for the rights
exercised.
If the amount enclosed or transmitted is not sufficient to pay the purchase
price for all shares of Common Stock that are stated to be subscribed for, or if
the number of shares of Common Stock being subscribed for is not specified, the
number of shares of Common Stock subscribed for will be assumed to be the
maximum number that could be subscribed for upon payment of such amount. If the
amount enclosed or transmitted exceeds the purchase price for all shares of
Common Stock that the undersigned has the right to subscribe for under the Basic
Subscription Privilege plus the Over-Subscription Privilege (such excess amount,
the "Subscription Excess"), the Subscription Agent shall return the Subscription
Excess to the subscriber without interest or deduction.
SECTION 2 -- SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS FOR
SUBSCRIPTION RIGHTS HOLDERS:
To be completed ONLY if the certificate representing the Common Stock is to be
issued in a name other than that of the registered holder or is to be sent to an
address other than that shown above. (See the Instructions included with this
Rights Certificate.) DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S)
SECTION BELOW.
Please issue the certificate representing the Common Stock in the following name
and/or deliver to the following address:
Name:____________________________ Soc. Sec. #/Tax ID #:_____________________
Address: _______________________________________________________________________
_______________________________________________________________________
ACKNOWLEDGMENT -- THE SUBSCRIPTION ORDER FORM
IS NOT VALID UNLESS YOU SIGN BELOW
I/We acknowledge receipt of the Prospectus and understand that after delivery of
this Subscription Certificate to the Company's Subscription Agent, I/we may not
modify or revoke this Subscription Certificate. Under penalties of perjury, I/we
certify that the information contained herein, including the social security
number or taxpayer identification number given above, is correct. If the Special
Issuance or Delivery Instructions for Subscription Rights Holders are completed,
I/we certify that although the certificate representing the Common Stock is to
be issued in a name other than the registered holder, beneficial ownership of
the Common Stock will not change.
The signature below must correspond with the name of the registered holder
exactly as it appears on the books of the Company's transfer agent without any
alteration or change whatsoever.
Subscriber's Signature(s):______________________________ Date:________________
______________________________ Date:________________
If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following information
(please print). (See the Instructions included with this Rights Certificate.)
Name:_______________________ Capacity:_____________________________________
Address:___________________________________ Phone:____________________________
___________________________________________ Soc. Sec. # or Tax ID #:__________
GUARANTEE OF SIGNATURE(S)
All Subscription Rights Holders who specify special issuance or delivery
instructions must have their signatures guaranteed by an Eligible Institution,
as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
(See the Instructions.)
Signature Guaranteed by: _________________________________________________
Eligible Institution