Exhibit (4)(f)
SECOND AMENDMENT TO STOCK SUBSCRIPTION WARRANT
THIS SECOND AMENDMENT TO STOCK SUBSCRIPTION WARRANT (this "Second
Amendment") dated as of June 15, 2000 by and between Startech Environmental
Corporation (the "Company") and the Connecticut Development Authority (the
"Authority").
WITNESSETH:
WHEREAS, the Company issued to the Authority that certain Stock
Subscription Warrant dated December 29, 1998 to purchase shares of the Company's
Common Stock (the "Original Warrant") which Original Warrant was issued pursuant
to that certain Loan Agreement dated December 29, 1998 by and between the
Company and the Authority;
WHEREAS, the Company and the Authority entered into an Amendment to Stock
Subscription Warrant dated as of March 31, 1999 (the "First Amendment") to amend
certain terms of the Original Warrant (The Original Warrant, as amended by the
First Amendment, is hereinafter referred to as the "Warrant");
WHEREAS, the Company and the Authority wish to amend the Warrant to extend
the expiration date thereof and to modify certain other provisions thereof;
NOW THEREFORE, each of the parties hereto, in consideration of the mutual
covenants set forth herein, agrees as follows:
1. (a) The definition of "Term of this Warrant" set forth in Section 1 of
the Warrant is modified to read as follows:
"Term of this Warrant - shall mean the period beginning on the date of
initial issuance hereof and ending on December 31, 2001."
(b) The following definition is hereby added to Section 1 of the Warrant:
"Realized Loss - means as of any date the amount, if any, by which (i)
the aggregate amount that the Holder would have received if the sale
price of all Warrant Shares publicly sold by the Holder through and
including such date had been the Warrant Price, exceeds (ii) the sum
of (A) the aggregate amount that the Holder actually received from the
public sale of Warrant Shares through and including such date and (B)
the amounts, if any, previously paid by the Company to the Holder
pursuant to Section 2.5 of the Warrant (and not previously repaid to
the Company by the Holder thereunder)."
2. Subsection 2.1 of the Warrant is deleted in its entirety and the
following shall be inserted in lieu thereof:
2.1 Right to Exercise. During the Term of this Warrant, the
Holder may exercise this Warrant in whole at any time, or in part from
time to time, for up to an aggregate of 433,268 Shares of Common Stock
(subject to adjustment as provided in Section 9.1 of the Warrant). Any
such partial exercise shall be for a minimum of 1,000 Shares of Common
Stock.
3. Subsection 2.2 of the Warrant is deleted in its entirety and the
following shall be inserted in lieu thereof:
2.2 Procedure for Exercise of Warrant. To exercise this
Warrant, the Holder shall deliver to the Company at its principal
office referred to in Section 11 hereof at any time during the Term of
this Warrant: (i) the Notice of Exercise in the form attached hereto,
(ii) cash, certified or official bank check payable to the order of the
Company, wire transfer of funds to the Company's account, or evidence
of any indebtedness of the Company to the Holder ( or any combination
of any of the foregoing) in the amount of the Warrant Price for each
share then being purchased, and (iii) this Warrant.
In the event of any exercise of the rights represented by this
Warrant, a certificate or certificates for the shares of Common Stock
so purchased, registered in the name of the Holder or such other name
or names as may be designated by the Holder, shall be delivered to the
Holder hereof within a reasonable time, not exceeding fifteen (15)
days, after the rights represented by this Warrant shall have been so
exercised; and, unless this Warrant has expired, a new Warrant
representing the number of shares (except a remaining fractional
share), if any, with respect to which this Warrant shall not then have
been exercised shall also be issued to the Holder hereof within such
time. The person in whose name any certificate for shares of Common
Stock is issued upon exercise of the Warrant shall for all purposes be
deemed to have become the holder of record of such shares on the date
on which the Warrant was surrendered and payment of the Warrant Price
and any applicable taxes was made, irrespective of the date of delivery
of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are
closed, such person shall be deemed to have become the holder of such
shares at the close of business on the next succeeding date on which
the stock transfer books are open.
4. Section 2 of the Warrant shall be amended by adding the following as new
subsections 2.4 and 2.5:
2.4 Sale of Warrant Shares. The Holder agrees that the Holder
will not sell, during any five business day period, a number of Warrant
Shares representing greater than 7% of the average weekly reported
trading volume of the Common Stock during the four calendar weeks
preceding the date of sale by the Holder (or such greater percentage as
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the parties may agree upon). The foregoing provision will terminate
upon the earlier of (i) July 1, 2002 and (ii) the date that any
director or officer named in the Company's Registration Statement on
Form S-1, Registration No. 333-35786, sells, during any five business
day period, shares of Common Stock representing greater than 7% of the
average weekly reported trading volume of the Common Stock during the
four calendar weeks preceding the date of such sale (or such greater
percentage as the parties had previously agreed upon with respect to
the most recent sale by the Holder). While the resale limitation under
this subsection 2.4 remains in effect, the Company shall provide to the
Holder, promptly upon receipt by the Company, a copy of each statement
on Form 4 or Form 5 of changes in the beneficial ownership of the
Common Stock filed by any such officer or director pursuant to Section
16 of the Exchange Act.
2.5 Investment Protection. If, at any time prior to and
including July 1, 2002, the Holder publicly sells any Warrant Shares at
a price per share less than the Warrant Price, the Company shall
promptly pay to the Holder an amount equal to the Holder's Realized
Loss. The Company may pay such amount to the Holder in cash, certified
or official bank check payable to the order of the Holder or, in the
discretion of the Company, in shares of Common Stock valued at the
Current Market Price at the time of payment or in any combination of
cash and such shares. If the Company has paid an amount to the Holder
on account of a Realized Loss and the Holder later (but not later than
July 1, 2002) publicly sells additional Warrant Shares at a price per
share greater than the Warrant Price, the Holder shall promptly repay
to the Company an amount equal to the lesser of (i) the amount by which
the aggregate amount received by the Holder from such sale exceeds the
amount the Holder would have received had the sales price for such
Warrant Shares been the Warrant Price, and (ii) the total Realized Loss
previously paid by the Company to the Holder (and not previously repaid
by operation of this sentence). The Holder may repay such amount to the
Company in cash or by check payable to the order of the Company or, in
the discretion of the Holder, in shares of Common Stock valued at the
Current Market Price at the time of repayment or in any combination of
cash and such shares.
5. Except as provided in this Second Amendment, the terms and conditions of
the Warrant are hereby ratified and confirmed, and the date of initial issuance
thereof shall be deemed to remain as December 29, 1998.
6. This Second Amendment may be executed in counterparts, each of which
when so executed and delivered shall constitute a complete and original
instrument but all of which together shall constitute one and the same
agreement, and it shall not be necessary when making proof of this Second
Amendment or any counterpart thereof to account for any other counterpart.
7. This Second Amendment shall be governed by, and construed and enforced
in accordance with, the laws of the State of Connecticut.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed on their behalf as of the day and year first written above.
STARTECH ENVIRONMENTAL CORPORATON
By:
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Xxxxxx X. Xxxxx
Title: President and Chief
Executive Officer
CONNECTICUT DEVELOPMENT AUTHORITY
By:
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Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
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