EXHIBIT 4.7
FORM OF WARRANT CERTIFICATE
VOID AFTER 5 P.M. EASTERN TIME ON _______________, 2002
WARRANTS TO PURCHASE COMMON STOCK
W_____ __________ Warrants
CUSIP 141904 11 0
CARING PRODUCTS INTERNATIONAL, INC.
THIS CERTIFIES THAT
or registered assigns, is the registered holder of the number of Warrants
("Warrants") set forth above. Each Warrant entitles the holder thereof to
purchase from Caring Products International, Inc., a corporation incorporated
under the laws of the State of Delaware (the "Company"), subject to the terms
and conditions set forth hereinafter and in the Warrant Agreement hereinafter
more fully described (the "Warrant Agreement"), one fully paid and
nonassessable share of Common Stock, $0.01 par value, of the Company ("Common
Stock") upon presentation and surrender of this Warrant Certificate with the
instructions for the registration and delivery of Common Stock filled in, at
any time prior to 5:00 P.M., Eastern time, on _______________, 2002 or, if
such Warrant is redeemed as provided in the Warrant Agreement, at any time
prior to the effective time of such redemption, at the stock transfer office
in New York City, New York of The Bank of Nova Scotia Trust Company of New
York, the warrant agent of the Company (the "Warrant Agent"), or of its
successor warrant agent or, if there be no successor warrant agent, at the
corporate offices of the Company, and upon payment of the Exercise Price (as
defined in the Warrant Agreement) and any applicable taxes paid either in
cash, by wire transfer of good funds, or by certified or official bank check,
payable in lawful money of the United States of America to the order of the
Company.
Each Warrant initially entitles the holder to purchase one share of
Common Stock for $____, subject to adjustment, including, if the Company's
audited fiscal 1999 revenues do not exceed $15 million and/or its audited
1999 net income before interest expense and taxes does not exceed $1.5
million, a one-time downward adjustment of the exercise price to $____ per
share. Solely for the purpose of determining whether a downward adjustment
to the exercise price of the Warrants will be made based on fiscal 1999 net
income, any expenses relating to the vesting of any performance-based options
or warrants held by employees will be excluded in determining fiscal 1999 net
income. The number and kind of securities or other property for which the
Warrants are exercisable are subject to further adjustment in certain events,
such as mergers, splits, stock dividends, recapitalizations and the like, to
prevent dilution, as described in the Warrant Agreement. The Company may
redeem any or all outstanding and unexercised Warrants at any time if the
Daily Price (defined below) equals or exceeds 200% of the then current
exercise price of the Warrants for 20 consecutive trading days immediately
preceding the date of notice of such redemption, upon at least 30 days' prior
written notice, at a price equal to $0.25 per Warrant. For the purpose of
the foregoing sentence, the term "Daily Price" shall mean,
for any relevant day, the closing bid price on that day as reported by the
principal exchange or quotation system on which prices for the Common Stock
are reported. All Warrants not previously exercised or redeemed will expire
on _______________, 2002.
This Warrant Certificate is subject to all of the terms, provisions
and conditions of the Warrant Agreement, dated as of _______________, 1997,
between the Company and the Warrant Agent. The registered holder of this
Warrant Certificate consents to all of such terms, provisions and conditions
by acceptance of this Warrant Certificate. The Warrant Agreement is
incorporated herein by reference and made a part hereof, and reference is
made to the Warrant Agreement for a full description of the rights,
limitations of rights, obligations, duties and immunities of the Warrant
Agent, the Company and the holders of the Warrant Certificates. Copies of
the Warrant Agreement are available for inspection at the stock transfer
office of the Warrant Agent or may be obtained upon written request addressed
to the Company at 200 First Avenue West, Suite 200, Seattle, Washington
98119, Attention: Susan A. Schreter.
The Company shall not be required upon the exercise of the Warrants
evidenced by this Warrant Certificate to issue fractions of Warrants, Common
Stock or other securities, but shall have the option to issue fractions of
Warrants, Common Stock or other securities or to make adjustment therefor in
cash on the basis of the current market value of any fractional interest as
provided in the Warrant Agreement.
In certain cases, the sale of securities by the Company upon
exercise of Warrants would violate the securities laws of the United States,
certain states thereof or other jurisdictions. The Company has agreed to use
all commercially reasonable efforts to cause a registration statement to
continue to be effective during the term of the Warrants with respect to
such sales under the Securities Act of 1933, as amended, and to take such
action under the laws of various states as may be required to cause the sale
of securities upon exercise to be lawful. However, the Company will not be
required to honor the exercise of Warrants if, in the opinion of the Board of
Directors of the Company, upon advice of counsel, the sale of securities upon
such exercise would be unlawful. In certain cases, the Company may, but is
not required to, purchase Warrants submitted for exercise for a cash price
equal to the difference between the market price of the securities obtainable
upon such exercise and the exercise price of such Warrants.
This Warrant Certificate, with or without other Warrant
Certificates, upon proper surrender to the Warrant Agent, any successor
warrant agent or, in the absence of any successor warrant agent, at the
corporate offices of the Company, may be exchanged for another Warrant
Certificate or Warrant Certificates evidencing in the aggregate the same
number of Warrants as the Warrant Certificate or Warrant Certificates so
surrendered. If the Warrants evidenced by this Warrant Certificate shall be
exercised in part, the holder hereof shall be entitled to receive upon
surrender hereof another Warrant Certificate or Warrant Certificates
evidencing the number of Warrants not so exercised.
No holder of this Warrant Certificate, as such, shall be entitled
to vote, receive dividends or be deemed the holder of Common Stock or any
other securities of the Company which may at any time be issuable on the
exercise hereof for any purpose whatever. Nothing contained in the Warrant
Agreement or herein may be construed to confer upon the holder of this
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Warrant Certificate, as such, any of the rights of a stockholder of the
Company, any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, any right to give or
withhold consent to any corporate action (whether at any meeting of
stockholders or by giving or withholding consent to any merger,
recapitalization, issuance of stock, reclassification of stock, change of par
value or change of stock to no par value, consolidation, conveyance or
otherwise) or any right to receive notice of meetings or other actions
affecting stockholders (except as provided in the Warrant Agreement). No
holder of this Warrant Certificate shall have any right to receive dividends
or subscription rights or any other rights that any stockholders of the
Company may have until the Warrants evidenced by this Warrant Certificate
shall have been exercised and the Common Stock purchasable upon the exercise
thereof shall have become deliverable as provided in the Warrant Agreement.
If this Warrant Certificate is surrendered for exercise within any
period during which the transfer books for the Company's Common Stock or
other class of stock purchasable upon the exercise of the Warrants evidenced
by this Warrant Certificate are closed for any purpose, the Company shall not
be required to deliver certificates for shares of Common Stock purchasable
upon such transfer until the date of the reopening of said transfer books.
Every holder of this Warrant Certificate, by accepting the same,
consents and agrees with the Company, the Warrant Agent, and with ever other
holder of a Warrant Certificate that:
(a) this Warrant Certificate is transferable on the transfer books
of the Warrant Agent only upon the terms and conditions set forth in the
Warrant Agreement, and
(b) the Company and the Warrant Agent may deem and treat the
person in whose name this Warrant Certificate is registered as the absolute
owner hereof (notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Company or the Warrant Agent) for all
purposes whatever, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.
The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise
of Warrants evidenced by this Warrant Certificate until any tax which may be
payable in respect thereof by the holder of this Warrant Certificate pursuant
to the Warrant Agreement shall have been paid, such tax being payable by the
holder of this Warrant Certificate at the time of surrender.
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IN WITNESS WHEREOF, the proper officers of the Company have
executed this Warrant Certificate this ______ day of _______________, 1997.
CARING PRODUCTS INTERNATIONAL, INC.
By:
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President
Attest:
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Secretary
Countersigned:
THE BANK OF NOVA SCOTIA TRUST
COMPANY OF NEW YORK
By:
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Authorized Officer
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