1
EXHIBIT 4.4
[FORM OF WARRANT CERTIFICATE]
[FACE]
EXERCISABLE ON OR AFTER THE PROSPECTUS DATE AND ON OR BEFORE THE DATE
THREE YEARS AFTER THE PROSPECTUS DATE
UNLESS EARLIER REDEEMED
BY ACCEPTING A CERTIFICATE BEARING THIS ENDORSEMENT, EACH HOLDER OF THIS
CERTIFICATE SHALL BE BOUND BY ALL THE TERMS AND PROVISIONS OF THE WARRANT
AGREEMENT WITH RESPECT HERETO ORIGINALLY DATED AS OF ____________, 1996 BETWEEN
THE COMPANY AND AMERICAN STOCK TRANSFER AND TRUST COMPANY AS "WARRANT AGENT" (A
COPY OF WHICH IS AVAILABLE UPON REQUEST TO THE COMPANY OR THE WARRANT AGENT) AS
FULLY AND EFFECTIVELY AS IF SUCH XXXXXX HAD SIGNED THE SAME.
______ Warrants
CUSIP NO. ________
WARRANT CERTIFICATE
BIRMAN MANAGED CARE, INC.
This Warrant Certificate certifies that _________________________, or
registered assigns, is the registered holder of _________________ Warrants (the
"Warrants") to purchase Common Stock, *.001 par value per share, (the "Common
Stock") of Birman Managed Care, Inc., a Delaware corporation (the "Company").
Each Warrant entitles the holder to purchase from the Company at any time on or
before 5:00 p.m., New York City Time, on the date that is three (3) years after
the date of the Prospectus that is a part of the Registration Statement relating
to the Warrants (the "Prospectus Date"), (subject to redemption as described
below) (the "Expiration Date"), one fully paid and non-assessable share of
Common Stock of the Company at the initial exercise price per full share (the
"Exercise Price") of $_______ upon surrender of this Warrant Certificate and
payment of the Exercise Price at the principal corporate trust office of the
Warrant Agent in New York, New York, but only subject to the conditions set
forth herein and in the Warrant Agreement. Payment of the Exercise Price shall
be made in cash in United States dollars or by certified or official bank check
payable in United States dollars to the order of the Company. As used herein,
"Shares" refers to the Common Stock of the Company and, where appropriate, to
the other securities or property issuable upon exercise of a Warrant as provided
for in the Warrant Agreement upon the happening of certain events. The Exercise
Price and the number of Shares purchasable upon exercise of the Warrants are
subject to adjustment upon the occurrence of certain events set forth in the
Warrant Agreement. No fractional Shares shall be issued upon exercise of any
Warrant, but the persons entitled to such fractional Share will be paid, as
provided in the Warrant Agreement, an amount in cash equal to the current market
value of such fractional Share.
No Warrant may be exercised after 5:00 p.m. New York time on the
Expiration Date. The Company may redeem all or a portion of the Warrants prior
to the Expiration Date at $0.01 per Warrant, commencing ninety (90) days after
the Prospectus Date, on not less than 30 days prior written notice, provided
that the Closing Price (as defined in the Warrant Agreement) for 20 consecutive
trading days, ending not more than 15 calendar days prior to the date of the
redemption notice, averages in excess of $________ (subject to equitable
adjustment).
Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.
1
2
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated:
ATTEST: XXXXXX MANAGED CARE, INC.,
a Delaware corporation
______________________________ By: ________________________________
Xxxxxx X. Xxxxx, Secretary Xxxxx X. Xxxxxx, M.D., President
Countersigned:
AMERICAN STOCK TRANSFER
AND TRUST COMPANY, a
California corporation
as Warrant Agent
By: _________________________
Authorized Signature
THIS WARRANT CERTIFICATE SHALL NOT BE VALID UNLESS
MANUALLY COUNTERSIGNED BY THE ABOVE-NAMED
WARRANT AGENT
2
3
[FORM OF WARRANT CERTIFICATE]
[REVERSE]
XXXXXX MANAGED CARE, INC.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to a Warrant Agreement dated as of
___________, 1996 (the "Warrant Agreement"), duly executed and delivered by the
Company to American Stock Transfer and Trust Company (the "Warrant Agent"),
which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties, and immunities thereunder of the
Warrant Agent, the Company, and the holders (the words "holders" or "holder"
meaning the registered holders or registered holder) of the Warrants.
Warrants may be exercised to purchase Shares from the Company on or
before the Expiration Date at the Exercise Price set forth on the face hereof,
subject to adjustment as hereinafter referred to. The holder of Warrants
evidenced by this Warrant Certificate may exercise them by surrendering the
Warrant Certificate, with the form of election to purchase set forth hereon
properly completed and executed, together with payment of the Exercise Price
and any applicable transfer taxes at the principal corporate trust office of
the Warrant Agent in New York, New York. In the event that upon any exercise of
Warrants evidenced by this Warrant Certificate the number of Warrants exercised
shall be less than the total number of Warrants evidenced hereby, there shall
be issued to the holder hereof or the holder's assignee a new Warrant
Certificate evidencing the number of Warrants not exercised. No adjustment shall
be made for any dividends on any Shares issuable upon exercise of this Warrant.
The Warrant Agreement provides that, upon the occurrence of certain
events, the Exercise Price set forth on the face hereof may, subject to
certain conditions, be adjusted. If the Exercise Price is adjusted, the Warrant
Agreement provides that, at the election of the Company, either (i) the number
of Shares purchasable upon the exercise of each Warrant shall be adjusted or
(ii) each outstanding Warrant shall be adjusted to become a different number of
Warrants. In the case of (ii), the Company will cause to the distributed to
registered holders of Warrant Certificates either Warrant Certificates
representing the additional Warrants issuable pursuant to the adjustment or
substitute Warrant Certificates to replace all outstanding Warrant
Certificates. No fractions of a Warrant will be issued upon any such adjustment
but the persons entitled to such fractional interest will be paid, as provided
in the Warrant Agreement, an amount in cash equal to the current market value
of such fractional Warrant.
Warrant Certificates, when surrendered at the principal corporate trust
office of the Warrant Agent in New York, New York by the registered holder
thereof in person or by a legal representative duly authorized in writing, may
be exchanged, in the manner and subject to the limitations provided in the
Warrant Agreement but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates or like tenor evidencing in the
aggregate a like number of Warrants.
Upon due presentment for registration of transfer of this Warrant
Certificate at the principal corporate trust office of the Warrant Agent in New
York, New York, a new Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of Warrants shall be issued to the
transferee(s) in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement, without charge except for any
tax or other governmental charge imposed in connection therewith.
The Company and the Warrant Agent may deem and treat the registered
holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, and of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.
3
4
All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
4
5
[FORM OF ELECTION TO PURCHASE]
(To be executed upon any exercise of the Warrant)
The undersigned hereby irrevocably elects to exercise the rights
represented by this Warrant Certificate to purchase __________ Shares and
herewith tenders in payment for such Shares cash or a certified or official bank
check payable to the order of Birman Manage Care, Inc. in accordance with the
terms hereof. The undersigned requests that a certificate for such Shares be
registered in the name of ________________________________, whose address is
__________________________________________________________ and that such
certificate shall be delivered to _____________________________, whose address
is __________________________________________________.
If said number of Shares is less than all of the Shares purchasable
hereunder, the undersigned requests that a new Warrant Certificate representing
the right to purchase the remaining balance of the Shares be registered in the
name of _____________________________ whose address is________________________
_____________________________ and that such certificate shall be delivered to
_________________________________, whose address is ____________________________
_______________________.
Dated: ____________________________
___________________________
___________________________
(Insert Social Security or
Other Identifying Number of
Holder)
Medallion Signature Guarantee: (required if Signature
an assignment of Shares acquired on exercise, ____________________________
or an assignment of Warrants remaining after (Signature must conform in
exercise, is made upon exercise): all respects to name of
holder as specified on the
_______________________________________ face of the Warrant.)
5
6
[FORM OF ASSIGNMENT]
(To be executed by the registered holder if such holder
desired to transfer the Warrant Certificate.)
FOR VALUE RECEIVED ____________________hereby sells, assigns, and
transfer unto
(Please print name and address of transferee)
this Warrant Certificate, together with all right, title, and interest therein,
and does hereby irrevocably constitute and appoint
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company, with full power of substitution.
Dated: ____ ________________________
_______________________ _______
______________________________
(Insert Social Security or
Other Identifying Number of
Holder)
Signature Guarantee: S i g n a t u r e
Medallion
+
________________________ ___________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the Warrant.)
6
