EXHIBIT 99.24
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS. IT HAS BEEN ACQUIRED SOLELY
FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
OR DISTRIBUTION THEREOF. THE WARRANT REPRESENTED BY THIS INSTRUMENT MAY
NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT THERETO OR IN
ACCORDANCE WITH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER THAN AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
No. W-2002-04 WARRANT March __, 2002
To Purchase 5,000 Shares of Common Stock of
Universal Automotive Industries, Inc.
1. Number of Shares; Exercise Price; Term. This certifies that,
in partial consideration for providing certain services to Universal Automotive
Industries, Inc., a Delaware corporation (the "Company"), up to the date hereof,
Xxxxxx X. Xxxxxx ("Holder") is entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time from the date of this Warrant and
at or prior to 11:59 p.m. Central Time, on March __, 2007 (the "Expiration
Time"), but not thereafter, to acquire from the Company, in whole or in part,
from time to time, up to 5,000 fully paid and nonassessable shares (the
"Shares") of common stock, $.01 par value, of the Company ("Common Stock") at a
purchase price of $2.70 per Share. Such number of Shares and Exercise Price are
subject to adjustment as provided herein, and all references to "Common Stock"
and "Exercise Price" herein shall be deemed to include any such adjustment or
series of adjustments.
2. Exercise of Warrant. The purchase rights exercisable by the
Holder pursuant to this Warrant shall be exercisable in accordance with
paragraphs 2(a) or 2(b) below, as the case may be.
(a) Cash Exercise. The purchase rights represented by
this Warrant are exercisable by the Holder or its successors and
assigns, in whole or in part, at any time, or from time to time, prior
to the Expiration Time, by the surrender of this Warrant and the Notice
of Exercise annexed hereto, all duly completed and executed on behalf
of the Holder, at the office of the Company in Alsip, Illinois (or such
other office or agency of the Company as it may designate by notice in
writing to the Holder at the address of the Holder appearing on the
books of the Company), and upon payment of the Exercise Price for the
Shares thereby purchased (by cash, certified or cashier's check, or
wire transfer payable to the order of the Company, at the time of
exercise in an amount equal to the purchase price of the Shares thereby
purchased). Thereupon, the Holder as the holder of this Warrant, shall
be entitled to receive from the Company a stock certificate in proper
form representing the number of Shares so purchased, and a new Warrant
in substantially identical form and dated as of such exercise for the
purchase of that number of Shares equal to the difference, if any,
between the number of Shares subject hereto and the number of Shares as
to which this Warrant is so exercised.
(b) Cashless Exercise of Warrant. At any time, or from
time to time, prior to the Expiration Time and in the absence of
Restrictions (as defined below), the Holder or its successors and
assigns may exchange this Warrant, in whole or in part (a "Warrant
Exchange"), into the number of Shares determined in accordance with
this Section 2(b) by surrendering this Warrant at the office of the
Company in Alsip, Illinois (or at such other office or agency of the
Company as it may designate by notice in writing to the Holder at the
address of the Holder appearing on the books of the Company)
accompanied by a notice stating: (i) such Holder's intent to effect
such exchange; (ii) the portion of this Warrant being surrendered in
the Warrant Exchange; and (iii) the date on which the Holder requests
that such Warrant Exchange occur (the "Exchange Notice"); provided,
however, that in no event shall the Exchange Notice specify a date for
the Warrant Exchange which is later than the Expiration Time. The
Warrant Exchange shall take place on the date specified in the Exchange
Notice (the "Exchange Date"). Notwithstanding anything to the contrary
set forth herein, the Company may refuse to allow the Holder to effect
a Warrant Exchange at any time in the event that there are restrictions
prohibiting such Warrant Exchange imposed by the rules and
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regulations of the Securities and Exchange Commission or the national
securities exchange upon which the Common Stock of the Company is then
traded ("Restrictions"). Thereupon, the Holder as the holder of this
Warrant shall be entitled to receive from the Company a stock
certificate in proper form representing the number of Shares which the
Holder is entitled to receive pursuant to such Warrant Exchange, and a
new Warrant representing the portion of the Shares, if any, for which
this Warrant has then not been exchanged or exercised. In connection
with any Warrant Exchange, this Warrant shall represent the right to
subscribe for and acquire the number of Shares equal to the quotient
obtained by dividing (i) the value of the portion of this Warrant being
surrendered (determined by subtracting the aggregate Warrant Price for
such portion immediately prior to surrender from the aggregate Fair
Market Value (as hereinafter defined) of the Shares for which this
Warrant is being surrendered) by (ii) the Fair Market Value of one
Share immediately prior to surrender. As used herein, the phrase "the
Fair Market Value of the Share(s)" shall mean the average closing bid
price of the Common Stock on the Nasdaq SmallCap Market (or such other
exchange or stock listing service upon which the Common Stock is then
traded) for the five trading days immediately preceding the Exchange
Date.
3. Issuance of Shares. Certificates for Shares purchased
hereunder shall be delivered to Holder promptly after the date on which this
Warrant shall have been exercised in accordance with the terms hereof. The
Company hereby represents and warrants that all Shares that may be issued upon
the exercise of this Warrant will, upon such exercise, be duly and validly
authorized and issued, fully paid and nonassessable and free from all taxes,
liens and charges in respect of the issuance thereof (other than liens or
charges created by or imposed upon Holder as the holder of the Warrant or taxes
in respect of any transfer occurring contemporaneously or otherwise specified
herein). The Company agrees that the Shares so issued shall be and shall for all
purposes be deemed to have been issued to Holder as the record owner of such
Shares as of the close of business on the date on which this Warrant shall have
been exercised or converted in accordance with the terms hereof.
4. No Fractional Shares or Scrip. No fractional Shares or scrip
representing fractional Shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional Share to which Holder as the holder would
otherwise be entitled, Holder shall be entitled, at its option, to receive
either (i) a cash payment equal to the excess of fair market value for such
fractional Share above the Exercise Price for such fractional share (as
determined in good faith by the Company) or (ii) a whole Share if Holder tenders
the Exercise Price for one whole share.
5. No Rights as Shareholder. This Warrant does not entitle Holder
as a holder hereof to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof.
6. Registration Rights. The Shares shall have "piggyback"
registration rights covering the Shares to be issued upon exercise of this
Warrant such that the Company will provide the opportunity to Holder to have
some or all the Shares held by Holder registered for resale on any registration
statement (other than a registration statement on Form X-0, Xxxx X-0 or any
successor form) which the Company may file with the U.S. Securities and Exchange
Commission until a date which is two years from the Expiration Time.
Notwithstanding the foregoing, if the managing underwriter of any such offering
shall advise the Company that, in its opinion, the distribution of some or all
of the Shares registered for resale by Holder would materially adversely affect
the distribution of the securities to be sold by the Company for its own
account, the Company shall not be required to have registered for resale any
Shares held by Holder on that registration statement. However, Holder shall
continue to have piggyback registration rights with regard to any subsequent
registration statements which the Company might file.
7. Charges, Taxes and Expenses. Certificates for Shares issued
upon exercise of this Warrant shall be issued in the name of Holder as the
holder of this Warrant. Issuance of certificates for Shares upon the exercise of
this Warrant shall be made without charge to Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such certificates,
all of which taxes and expenses shall be paid by the Company.
8. No Transfer. This Warrant and any rights hereunder are not
transferable by Holder as the holder hereof, in whole or in part, without the
prior written consent of the Company.
9. Exchange and Registry of Warrant. This Warrant is
exchangeable, upon the surrender hereof by Holder as the registered holder at
the above-mentioned office or agency of the Company, for a new Warrant on
substantially identical form and dated as of such exchange. The Company shall
maintain at the above-mentioned
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office or agency a registry showing the name and address of Holder as the
registered holder of this Warrant. This Warrant may be surrendered for exchange
or exercise, in accordance with its terms, at the office of the Company, and the
Company shall be entitled to rely in all respects, prior to written notice to
the contrary, upon such registry.
10. Loss, Theft, Destruction or Mutilation of Warrant. Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and in the case of loss, theft
or destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation
and reissuance, in lieu of this Warrant.
11. Reservation of Common Stock. The Company will at all times
reserve and keep available, solely for issuance, sale and delivery upon the
exercise of this Warrant, such number of Shares, equal to the number of such
Shares purchasable upon the exercise of this Warrant. All such Shares shall be
duly authorized and, when issued upon exercise of this Warrant in accordance
with the terms hereof, will be validly issued and fully paid and nonassessable,
with no liability on the part of Holder. Such Shares will not be subject to any
preemptive rights.
12. Listing on Securities Exchanges, Etc. The Company will
maintain the listing of all Shares issuable or issued from time to time upon
exercise of this Warrant on each securities exchange or market or trading system
on which any shares of Common Stock are then or at any time thereafter listed or
traded, but only to the extent and for such period of time as such shares of
Common Stock are so listed.
13. Saturdays, Sundays, Holidays, etc. If the last or appointed
day for the taking of any action or the expiration of any right required or
granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday or a Sunday or a legal holiday.
14. Adjustments and Termination of Rights. The purchase price per
Share and the number of Shares purchasable hereunder are subject to adjustment
from time to time as follows:
(a) Merger or Consolidation. If at any time there shall
be a merger or a consolidation of the Company with or into another corporation
when the Company is not the surviving corporation, then, as part of such merger
or consolidation, lawful provision shall be made so that Holder as the holder of
this Warrant shall thereafter be entitled to receive upon exercise of this
Warrant, during the period specified herein and upon payment of the aggregate
Exercise Price then in effect, the number of shares of stock or other securities
or property (including cash) of the successor corporation resulting from such
merger or consolidation, to which Holder as the holder of the Shares deliverable
upon exercise of this Warrant would have been entitled in such merger or
consolidation if this Warrant had been exercised immediately before such merger
or consolidation. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Warrant with respect to the rights and
interests of Holder as the holder of this Warrant after the merger or
consolidation. This provision shall apply to successive mergers or
consolidations.
(b) Reclassification, Recapitalization, etc. If the
Company at any time shall, by subdivision, combination or reclassification of
securities, recapitalization, automatic conversion, or other similar event
affecting the number or character of outstanding Shares, or otherwise, change
any of the securities as to which purchase rights under this Warrant exist into
the same or a different number of securities of any other class or classes, this
Warrant shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with respect
to the securities that were subject to the purchase rights under this Warrant
immediately prior to such subdivision, combination, reclassification or other
change.
(c) Split, Subdivision or Combination of Shares. If the
Company at any time while this Warrant remains outstanding and unexpired shall
split, subdivide or combine the securities as to which purchase rights under
this Warrant exist, the Exercise Price shall be proportionately decreased in the
case of a split or subdivision or proportionately increased in the case of a
combination.
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(d) Common Stock Dividends. If the Company at any time
while this Warrant is outstanding and unexpired shall pay a dividend with
respect to Common Stock payable in Shares, or make any other distribution with
respect to Common Stock in Shares, then the Exercise Price shall be adjusted,
from and after the date of determination of the shareholders entitled to receive
such dividend or distribution, to that price determined by multiplying the
Exercise Price in effect immediately prior to such date of determination by a
fraction (i) the numerator of which shall be the total number of Shares
outstanding immediately prior to such dividend or distribution, and (ii) the
denominator of which shall be the total number of Shares outstanding immediately
after such dividend or distribution. This paragraph shall apply only if and to
the extent that, at the time of such event, this Warrant is then exercisable for
Common Stock.
(e) Adjustment of Number of Shares. Upon each adjustment
in the Exercise Price pursuant to Section 14(c) or 14(d) hereof, the number of
Shares purchasable hereunder shall be adjusted, to the nearest whole Share, to
the product obtained by multiplying the number of Shares purchasable immediately
prior to such adjustment in the Exercise Price by a fraction (i) the numerator
of which shall be the Exercise Price immediately prior to such adjustment, and
(ii) the denominator of which shall be the Exercise Price immediately after such
adjustment.
15. Notice of Adjustments; Notices. Whenever the Exercise Price or
number or type of securities issuable hereunder shall be adjusted pursuant to
Section 13 hereof, the Company shall issue and provide to Holder as the holder
of this Warrant a certificate signed by an officer of the Company setting forth,
in reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the Exercise
Price and number of Shares purchasable hereunder after giving effect to such
adjustment.
16. Governing Law. This Warrant shall be binding upon any
successors or assigns of the Company. This Warrant shall constitute a contract
under the laws of Illinois and for all purposes shall be construed in accordance
with and governed by the laws of said state, without giving effect to conflict
of laws principles.
17. Amendments. This Warrant may be amended and the observance of
any term of this Warrant may be waived only with the written consent of the
Company and Holder as the holder hereof.
18. Notice. All notices hereunder shall be in writing and shall be
effective (a) on the day on which delivered if delivered personally or
transmitted by telex or telegram or telecopier with evidence of receipt, (b) one
(1) business day after the date on which the same is delivered to a nationally
recognized overnight courier service with evidence of receipt, or (c) five (5)
business days after the date on which the same is deposited, postage prepaid, in
the U.S. mail, sent by certified or registered mail, return receipt requested,
and addressed to the party to be notified at the address indicated below for the
Company, or at the address for Holder as the holder set forth in the registry
maintained by the Company pursuant to Section 8, or at such other address and/or
telecopy or telex number and/or to the attention of such other person as the
Company or Holder as the holder may designate by ten (10) day advance written
notice.
19. Entire Agreement. This Warrant and the forms attached hereto
contain the entire agreement between the parties with respect to the subject
matter hereof and supersede all prior and contemporaneous arrangements or
undertakings with respect thereto.
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IN WITNESS WHEREOF, Universal Automotive Industries, Inc. has caused
this Warrant to be executed by its duly authorized officer.
Dated: As of March __, 2002
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
By: _______________________________________
Name: _____________________________________
Title: ____________________________________
Name of Holder: Xxxxxx X. Xxxxxx
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NOTICE OF EXERCISE
To: Universal Automotive Industries, Inc.
1. The undersigned hereby elects to purchase ________________
shares (the "Shares") of common stock $.01 par value of Universal Automotive
Industries, Inc. (the "Company") pursuant to the terms of the attached Warrant,
and tenders herewith payment of the purchase price and any transfer taxes
payable pursuant to the terms of the Warrant, together with an investment
Representation Statement in form and substance satisfactory to legal counsel to
the Company.
2. The Shares to be received by the undersigned upon exercise of
the Warrant are being acquired for its own account, not as a nominee or agent,
and not with a view to resale or distribution of any part thereof, and the
undersigned has no present intention of selling, granting any participation in,
or otherwise distributing the same, except in compliance with applicable federal
and state securities laws. The undersigned further represents that it does not
have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participation to such person or to any third person,
with respect to the Shares. The undersigned believes it has received all the
information it considers necessary or appropriate for deciding whether to
purchase the Shares.
3. The undersigned understands that the Shares are characterized
as "restricted securities" under the federal securities laws inasmuch as they
are being acquired from the Company in transactions not involving a public
offering and that under such laws and applicable regulations such securities may
be resold without registration under the Securities Act of 1933, as amended (the
"Act"), only in certain limited circumstances. In this connection, the
undersigned represents that it is familiar with Rule 144 of the Act, as
presently in effect, and understands the resale limitations imposed thereby and
by the Act.
4. The undersigned understands the certificates evidencing the
Shares may bear one or all of the following legends:
(a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY
HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISTRIBUTED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO
OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED AND ANY APPLICABLE STATE SECURITIES LAWS."
(b) Any legend required by applicable state law.
5. Please issue a certificate or certificates representing said
Shares in the name of the undersigned.
6. Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned.
(Print Name)
______________________ By: _______________________________________
Date Title: ____________________________
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