EXHIBIT 4(b)
AGREEMENT dated as of December __, 1996, between Hungarian Broadcasting
Corp., a Delaware corporation, (hereinafter called the "Company") and American
Stock Transfer & Trust Company (hereinafter called the "Warrant Agent").
WHEREAS, the Company and the Warrant Agent have heretofore entered into a
warrant agreement, dated December 20, 1995 (hereinafter referred to as the
"Warrant Agreement") with respect to the issuance by the Company of up to
1,750,000 Common Stock Purchase Warrants; and
WHEREAS, the Company proposes to issue and sell up to an additional 610,000
Common Stock Purchase Warrants (hereinafter referred to as the "Additional
Warrants"); and
WHEREAS, said Additional Warrants are intended to be identical to the
Common Stock Purchase Warrants heretofore issued by the Company in accordance
with the Warrant Agreement except that the Additional Warrants are to be
initially issued as components of Units, each Unit consisting of one share of
Preferred Stock and one Warrant, and the shares of Preferred Stock and the
Warrants will not be separately transferable, and the Warrants will not be
exercisable or redeemable, prior to _________________, 1997 or such earlier date
as designated by X.X. Xxxxxxx & Co., Inc. (hereinafter referred to as the
"Separation Date"); and
WHEREAS, the Company and the Warrant Agent wish to amend the Warrant
Agreement to provide for the issuance of the Additional Warrants.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree to amend the Warrant Agreement as
follows:
1. The maximum number of Warrants proposed to be issued and sold shall
be 2,360,000.
2. Until the Separation Date, the certificates representing the
Additional Warrants shall be substantially in the form annexed hereto as Exhibit
B, and after the Separation Date the Additional Warrants may be represented by
certificates substantially in the form annexed to the Warrant Agreement as
Exhibit A.
3. The Additional Warrants cannot be transferred separately from the
Preferred Stock with which they are to be issued, and cannot be exercised or
redeemed prior to the Separation Date.
4. The Additional Warrants are to be issued pursuant to a Registration
Statement under the Securities Act of 1933 filed on October 3, 1996, File No.
333-13371, and the Company will file such post-effective amendments to such
Registration Statement or such other registration statements or post-effective
amendments or supplements as may be necessary to permit it to deliver to each
person exercising an Additional Warrant, a Prospectus meeting the requirements
of such Act and otherwise complying therewith, and will delivery such a
Prospectus to each such person.
5. Any notice pursuant to the Warrant Agreement to be given or made by
the Warrant Agent or by the registered holder of any Warrant to or on the
Company shall be sufficiently given or made if sent by first-class mail of the
United State Postal Service, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent) as follows:
Hungarian Broadcasting Corp.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Any notice pursuant to this Agreement to be given or made by the Company or
by the registered holder of any Warrant to or on the Warrant Agent shall be
sufficiently given or made if sent by first-class mail of the United States
Postal Service, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company) as follows:
American Stock Transfer & Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Any notice pursuant to this Agreement to be given or made by the Company or
by the Warrant Agent to or on X.X. Xxxxxxx & Co., Inc. shall be sufficiently
given or made if sent by first-class mail of the United States Postal Service,
postage prepaid, addressed (until another address is filed in writing by X.X.
Xxxxxxx & Co., Inc. with the Company and the Warrant Agent) as follows:
X.X. Xxxxxxx & Co., Inc.
0 Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Warrant Agreement to be duly executed, as of the day and year first above
written.
HUNGARIAN BROADCASTING CORP.
By
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AMERICAN STOCK TRANSFER & TRUST COMPANY
By
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2
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NUMBER WARRANTS
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UHBW
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SEE LEGEND ON REVERSE SIDE
VOID AFTER 5:00 P.M. NEW YORK TIME ON DECEMBER 20, 2000
COMMON STOCK PURCHASE WARRANTS
HUNGARIAN BROADCASTING CORP.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
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PURCHASE WARRANTS CUSIP 445539 11 7
THIS CERTIFIES THAT
FOR VALUE RECEIVED:
SPECIMEN
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or registered assigns (the "Registered Holder") is the owner of the number of
Common Stock Purchase Warrants ("Warrants") specified above. Each Warrant
entitles the Registered Holder to purchase, subject to the terms and conditions
set forth in this Certificate and the Warrant Agreement (as hereinafter
defined), one (1) fully paid and nonassessable share of Common Stock, $.001 par
value, of Hungarian Broadcasting Corp., a Delaware corporation (the "Company"),
at any time prior to the Expiration Date (as hereinafter defined), upon the
presentation and surrender of this Warrant Certificate with the Subscription
Form on the reverse hereof duly executed, at the corporate office of American
Stock Transfer & Trust Company, as Warrant Agent, or its successor (the "Warrant
Agent"), accompanied by payment of $6.00 (the "Purchase Price") in lawful money
of the United States of America in cash or by official bank or certified check
made payable to Hungarian Broadcasting Corp. in New York Clearing House funds.
This Warrant Certificate is issued pursuant to and is subject in all
respects to the terms and conditions set forth in the Warrant Agreement (the
"Warrant Agreement"), dated as of December 20, 1995, by and among the Company
and the Warrant Agent.
In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price or the number of shares of Common Stock subject to
purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all the Warrants represented hereby, the
Company shall cancel this Warrant Certificate upon the surrender hereof and
shall execute and deliver a new Warrant Certificate or Warrant Certificates of
like tenor, which the Warrant Agent shall countersign, for the balance of such
Warrants.
The term "Expiration Date" shall mean 5:00 P.M. (New York time) on
December 20, 2000. If such date shall in the State of New York be a holiday or a
day on which the banks are authorized to close, then the Expiration Date shall
mean 5:00 P.M. (New York time) on the next following day which in the State of
New York is not a holiday or a day on which banks are authorized to close.
The Company shall not be obligated to deliver any securities pursuant to
the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended, with respect to such securities is
effective. The Company has covenanted and agreed that it will file a
registration statement and will use its best efforts to cause the same to become
effective and to keep such registration statement current while any of the
Warrants are outstanding. This Warrant shall not be exercisable by a Registered
Holder in any state where such exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment of this Warrant Certificate for
registration of transfer at such office, together with any tax or other
governmental charge imposed in connection therewith, a new Warrant Certificate
or Warrant Certificates representing an equal aggregate number of Warrants will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a shareholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary.
This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
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DATED:
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HUNGARIAN BROADCASTING CORP.
[SEAL OF HUNGARIAN BROADCASTING CORP. APPEARS HERE]
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY, NEW YORK, NY
AS WARRANT AGENT
BY:
AUTHORIZED SIGNATURE
/s/ Xxxxx X. Xxxxx [SIGNATURE APPEARS HERE]
SECRETARY CHAIRMAN OF THE BOARD
THIS CERTIFICATE HAS BEEN ISSUED AS PART OF A UNIT. THE COMPONENTS OF THE UNITS
MAY NOT BE SEPARATELY TRANSFERRED AND THE WARRANTS MAY NOT BE EXERCISED UNTIL
SEPTEMBER , 1997 OR SUCH EARLIER DATE AS MAY BE DESIGNATED BY X.X. BARKCLAY &
CO., INC.
HUNGARIAN BROADCASTING CORP.
COMMON STOCK PURCHASE WARRANT
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM as tenants in common UNIF GIFT ACT.......Custodian...........
TEN ENT as tenants by the entireties (Cust) (Minor)
JT TEN as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act..........................
tenants in common. (State)
Additional abbreviations may also be used though not in the above list.
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SUBSCRIPTION FORM
(To be Executed by the Registered Holder in Order to Exercise the Warrants)
The undersigned hereby irrevocably elects to exercise the right to
purchase represented by the within Warrant ("Warrant") for and to purchase
thereunder, ____________ shares of Common Stock provided therein and tenders
herewith payment of the purchase price in full to the order of the Company and
requests that certificates for such shares shall be issued in the name of:
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT NAME AND ADDRESS)
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and, if such number of shares shall not be all the shares purchasable
thereunder, that a new Warrant for the balance remaining of the shares
purchasable under the within Warrant be registered in the name of, and delivered
to the undersigned at the address stated below:
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT NAME AND ADDRESS)
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Dated:__________________, 19__
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Signature
(Signature must conform in all respects
to name of holder as specified on the
------------------------------ face of this Warrant Certificate.)
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ASSIGNMENT
(To be Executed by the Registered Holder in Order to Assign Warrants)
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OR ASSIGNEE
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the within Warrant together with all right, title and interest therein and does
hereby irrevocably constitute and appoint
attorney
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to transfer said Warrant on the books of the within named Corporation, with full
power of substitution in the premises.
Date:___________________, 19__. ________________________________________
NOTICE: The signature to this
assignment must correspond with the name
as written upon the face of the within
instrument in every particular, without
alteration or enlargement or any change
whatever.
