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EXHIBIT 4.6
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED
OR TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SECTION
11 OF THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED.
Warrant Certificate, No. _____
REPRESENTATIVE'S WARRANT
TO PURCHASE ______ UNITS, EACH UNIT CONSISTING OF ONE SHARE OF COMMON
STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK
VOID AFTER 5:00 P.M.,
ARIZONA TIME, ON [date immediately preceding date
five years from the date of final prospectus]
BIRMAN MANAGED CARE, INC.
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
This certifies that, for value received,______________________
________________________________________ , the registered holder hereof or
assigns (the "Warrantholder"), is entitled to purchase from BIRMAN MANAGED CARE,
INC., a Delaware corporation (the "Company"), at any time during the period
commencing at 9:00 a.m., Arizona Time, on [date one year from the date of final
prospectus] and before 5:00 p.m., Arizona Time, on [date immediately preceding
date five years from the date of final prospectus], 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 shares of Common Stock 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 Representative'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 a portion of an aggregate of
up to 155,000 Units issued under and in accordance with a Representative's
Warrant Agreement, dated as of
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_______________, 1996, between the Company and W. B. McKee Securities, Inc. (the
"Representative's Warrant Agreement") and are subject to the terms and
provisions contained in the Representative'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 of Common Stock 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. These Warrants
are transferable at the office of the Company in the manner and subject to the
limitations set forth in the Representative's Warrant Agreement.
This Warrant certificate does not entitle any Warrantholder to any
of the rights of a stockholder of the Company.
BIRMAN MANAGED CARE, INC.
By
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[Seal]
ATTEST:
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Secretary
Dated:
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BIRMAN MANAGED CARE, INC.
PURCHASE FORM
Birman Managed Care, Inc.
502 Gould Drive
Cookeville, Tennessee 38506
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:
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(Please Print or Type Name, Address and Social Security Number)
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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 or her Assignee as below indicated and delivered to the
address stated below.
Dated:
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Name of Warrantholder
or Assignee:
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(Please Print)
Address:
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Signature:
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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:
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(Signature must be guaranteed by a Bank, Stockbroker, Savings and Loan
Association, or Credit Union with membership in an approved signature guaranty
Medallion Program pursuant to the Securities Exchange Act of 1934 Rule 17Ad-15.
Notarization by a notary public is not acceptable.)
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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)
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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:
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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, Stockbroker, Savings and Loan
Association, or Credit Union with membership in an approved signature guaranty
Medallion Program pursuant to the Securities Exchange Act of 1934 Rule 17Ad-15.
Notarization by a notary public is not acceptable.)