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Warrant No. R-001 EXHIBIT 10.8
THE TRANSFER OF THIS WARRANT IS SUBJECT TO
CERTAIN RESTRICTIONS SET FORTH IN A
SECURITIES PURCHASE AGREEMENT, DATED AS OF
JULY 16, 1991, AND ANY AMENDMENTS THERETO.
THE WARRANT REPRESENTED HEREBY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, AND IT MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SAID ACT AND
SUCH LAWS AND THE RESPECTIVE RULES AND
REGULATIONS THEREUNDER.
WARRANT TO PURCHASE COMMON STOCK OF
EDUCATIONAL MEDICAL, INC.
Exercisable Commencing
July 16, 1991
Void After
June 30, 2001
THIS CERTIFIES that, for value received, Fuelship & Company, or
registered assigns, is entitled, subject to the terms and conditions set forth
in this Warrant Certificate, to purchase from EDUCATIONAL MEDICAL, INC., a
Delaware corporation (the "Company"), 220,000 fully paid and non-assessable
shares of Common Stock of the Company (the "Common Stock"), at any time
commencing July 16, 1991 and continuing up to 5 p.m. New York time on June 30,
2001, originally at a price of $5.00 per share and thereafter at the price
calculated pursuant to the Purchase Agreement (as hereinafter defined) (the
"Exercise Price").
This Warrant is issued pursuant to a Securities Purchase Agreement
dated as of July 16, 1991 (the "Purchase Agreement"), between the Investors
listed on the Purchaser Schedules thereto and the Company. The Purchase
Agreement is hereby incorporated by reference in and made a part of this Warrant
and is hereby referred to for a description of the rights, obligations, duties
and immunities thereunder of the Company and the registered holder or registered
holders of the Warrants (the "Holder(s)"). A copy of the Purchase Agreement may
be obtained by the Holder(s) hereof upon written request directed to the
Company. Capitalized terms used herein shall have the meaning ascribed to them
in the Purchase Agreement.
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Warrants may be exercised at such times and in such amounts as are
provided for in the Purchase Agreement, but in no event later than 5:00 p.m.,
New York time, on June 30, 2001.
The Holder(s) of Warrants evidenced by this Warrant Certificate may
exercise them by surrendering this Warrant Certificate, with the form of
election to purchase attached hereto properly completed and executed, together
with payment of the Exercise Price at the principal office of the Company (or at
such other address as the Company may designate by notice in writing to the
Holder(s) hereof at the address of such Holder(s) appearing on the books of the
Company). Payment of the Exercise Price may be made in cash, by certified check
payable to the order of the Company, or by payment by way of a call on the Notes
with a concurrent direction to the Company to credit such amount in payment of
the Exercise Price, or any combination thereof. In the event that upon any
exercise of Warrants evidenced hereby, the number of Warrants exercised shall be
less than the total number of Warrants evidenced hereby, there shall be issued
to the Holder(s) hereof or the assignee of the Holder(s), without charge, a new
Warrant Certificate evidencing the number of Warrants not exercised.
The Purchase Agreement provides that upon the occurrence of certain
events, the Exercise Price or number of shares of Common Stock set forth on the
face hereof may be adjusted, subject to certain conditions. No fractions of a
share of Common Stock shall be issued upon the exercise of any Warrant, but the
Company shall pay the cash value thereof determined as provided in the Purchase
Agreement.
Warrant Certificates, when surrendered at the office of the Company by
the registered Holder(s) thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and subject
to the limitations provided in the Purchase Agreement, but without payment of
any service charge, for another Warrant Certificate of like tenor evidencing in
the aggregate a like number of Warrants.
The Company agrees to provide the Holder(s) hereof with written notice
of the expiration of the Warrants at least sixty days prior to the date of
expiration. Such notice shall be sent by first class mail or nationwide
overnight delivery services (with charges prepaid) to the Holder(s) hereof at
the address of such Holder(s) appearing on the books of the Company.
Upon due presentation for registration of a transfer of this Warrant
Certificate at the office of the Company, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants will be
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issued to the transferee(s) in exchange for this Warrant Certificate, subject to
the limitations provided in the Purchase Agreement, without charge except for
any tax or other governmental charge imposed in connection therewith.
The Company may deem and treat the Holder(s) hereof as the absolute
owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereof made by anyone), for the purpose of any exercise hereof,
of any distribution to the Holder(s) hereof, and for all other purposes, and the
Company shall not be affected by any notice to the contrary. Except as
otherwise referred to in the Purchase Agreement, neither the Warrants nor this
Warrant Certificate entitles any Holder(s) hereof to any rights of a stockholder
of the Company.
The Warrants are callable by the Company and puttable at certain times
and in certain events.
This Warrant Certificate is intended to be performed in the State of
New York and shall be construed and enforced in accordance with the law of such
State.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be signed by its duly authorized officer on this 16th day of July, 1991.
EDUCATIONAL MEDICAL, INC.
By: Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: CEO
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FORM OF ELECTION TO PURCHASE
TO EDUCATIONAL MEDICAL, INC.:
The undersigned holder of this Warrant (1) hereby irrevocably elects
to exercise the right to purchase hereunder ____ fully paid shares of the Common
Stock of EDUCATIONAL MEDICAL, INC., (2) makes payment in full of the purchase
price of such shares, (3) requests that certificates for such shares be issued
in the name of _______________ , and (4) if said number of shares shall not be
all the shares the holder is entitled to purchase under this Warrant, requests
that a new warrant for the unexercised portion of this Warrant be issued. If
payment is being made by delivery of 13% Senior Subordinated Notes due July 16,
1996 to the Company, the undersigned hereby directs the Company to apply such
payment on the Notes on account of the Exercise Price.
Dated:______________
____________________
(SIGNATURE)
