EXHIBIT 4.4
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
THEY HAVE BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT. THE SALE, TRANSFER, PLEDGE OR OTHER
DISPOSITION OF THIS WARRANT AND SUCH SECURITIES IS ALSO SUBJECT TO
CERTAIN LIMITATIONS SET FORTH IN A STOCK AND WARRANT PURCHASE AGREEMENT
DATED AS OF MAY 13, 1997 (THE "PURCHASE AGREEMENT") BETWEEN PRAECIS
PHARMACEUTICALS, INC. AND SYLAMERICA, INC. A COPY OF THE PURCHASE
AGREEMENT IS ON FILE WITH THE SECRETARY OF PRAECIS PHARMACEUTICALS,
INC. THIS WARRANT AND SUCH SECURITIES MAY BE SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED OF ONLY UPON THE FULFILLMENT OF THE CONDITIONS
SPECIFIED IN THE PURCHASE AGREEMENT AND THIS WARRANT.
PRAECIS PHARMACEUTICALS, INC.
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
53,926 Shares
THIS CERTIFIES that, for value received, Sylamerica, Inc., a Delaware
corporation (including any successor, the "Holder"), is entitled to subscribe
for and purchase from PRAECIS PHARMACEUTICALS, INC., a Delaware corporation
(including any successor, the "Company"), at any time or from time to time
subsequent to May 13, 1997 and prior to 5:00 p.m. on May 13, 0000, Xxxxxx,
Xxxxxxxxxxxxx time (the "Exercise Period"), 53,926 fully paid, validly issued
and nonassessable shares (the "Shares") of the Company's Common Stock, $.01 par
value per share (the "Common Stock"), at a purchase price of $96.6 per Share,
subject to adjustment as provided herein (the "Exercise Price"), upon the terms
and subject to the conditions set forth herein. This Warrant is the warrant
originally issued to the Holder pursuant to the Stock and Warrant Purchase
Agreement dated as of May 13, 1997 between the
Company and the Holder (the "Purchase Agreement"). As used herein the term "this
Warrant" shall mean and include any Warrant or Warrants hereafter issued in
consequence of the transfer of this Warrant or the exercise of this Warrant in
part. This Warrant is not transferable in whole or in part, except to an
Affiliate (as defined in Section 4.1 of the Purchase Agreement) of the Holder
which has agreed in writing with the Company to be bound by the Purchase
Agreement and the terms hereof.
1. This Warrant may be exercised in whole or in part at any time during
the Exercise Period by the surrender of this Warrant (with the Election to
Exercise attached hereto as Exhibit I duly executed) to the Company at its
office at Xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Attention: Chief Financial
Officer, or such other place as may be designated in writing by the Company,
together with a certified or bank cashier's check payable to the order of the
Company in an amount equal to the Exercise Price multiplied by the number of
Shares covered by such exercise.
2. Upon exercise of this Warrant in whole or in part, the Holder
shall be deemed to be the holder of record of the Shares issuable upon such
exercise, not withstanding that the stock transfer books of the Company shall
then be closed or certificates representing such Shares shall not then have
been physically delivered to the Holder. As soon as practicable after each
such exercise of this Warrant, but not later than five days from the date of
such exercise, the Company shall issue and deliver to the Holder a
certificate or certificates for the Shares issuable upon such exercise,
registered in the name of the Holder. The Company shall not be required to
issue stock certificates representing fractions of Shares, but shall, in
respect of any final fraction of a Share, make a payment in cash in an amount
equal to the same fraction (calculated to the nearest 1/100th of a Share) of
the closing sale price per share of the Common Stock on the principal public
trading market on which the Common Stock is then traded, or, if the Common
Stock is not then traded on any public trading market, in an amount
determined in good faith by the Company's Board of Directors. In case an
exercise of this Warrant is in part only, concurrently with delivering to the
Holder the certificate or certificates for the Shares issuable upon such
exercise as provided above, the Company shall deliv-
2
er to the Holder a new Warrant of like tenor, calling in the aggregate on
the face thereof for the number of remaining Shares as to which the Holder is
entitled to receive upon any further exercise of this Warrant.
3. The Company shall at all times reserve for issuance and keep
available out of its authorized and unissued shares of Common Stock, solely for
the purpose of providing for the exercise of this Warrant, such number of Shares
as shall from time to time be sufficient therefor.
4. (a) The Exercise Price shall be subject to adjustment from time to
time in case the Company shall (i) declare a dividend or make a distribution on
the outstanding shares of Common Stock, in shares of Common Stock, (ii)
subdivide or reclassify the outstanding shares of Common Stock into a greater
number of shares of Common Stock, or (iii) combine or reclassify the out
standing shares of Common Stock into a smaller number of shares of Common Stock.
In each such case, the Exercise Price in effect at the time of the record or
effective date, as the case may be, of such dividend, declaration, distribution,
subdivision, combination or reclassification shall be adjusted so that it shall
equal the price determined by multiplying the Exercise Price by a fraction, the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after giving effect to such action, and the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
action.
(b) Whenever the Exercise Price upon exercise of this Warrant is
adjusted pursuant to Paragraph 4(a), the number of Shares issuable upon exercise
of this Warrant shall simultaneously be adjusted by multiplying the number of
Shares initially issuable upon exercise of this Warrant by the initial Exercise
Price in effect on the date hereof and dividing the product so obtained by the
Exercise Price, as adjusted.
(c) Whenever there shall be an adjustment as provided in this
Paragraph 4 or in Paragraph 5 below, the Company shall promptly cause written
notice thereof to be sent by registered mail, postage prepaid to the Holder,
at its principal office, which notice shall be accompanied by a certificate
setting forth the Exercise Price
3
after such adjustment and a brief statement of the facts requiring such
adjustment and the computation thereof.
(d) All calculations pursuant to this Paragraph 4 shall be made
to the nearest cent or one-hundredth of a Share, as the case may be.
5. (a) In case of any reclassification or change of the shares of
Common Stock issuable upon exercise of this Warrant (other than a change in par
value or from par value to no par value, or as a result of a subdivision or
combination, but including any change in such shares into two or more classes or
series of shares) or in case of any consolidation or merger of the Company into
another corporation or of another corporation into the Company in which the
Company is the surviving corporation and in which there is a reclassification
or change (including change by way of a conversion into the right to receive
cash or other property) of the shares of Common Stock (other than a change in
par value, or from par value to no par value, or as a result of a subdivision
or combination, but including any change in such shares into two or more classes
or series of shares), appropriate provision shall be made so that the Holder
shall have the right thereafter to receive upon exercise of this Warrant solely
the kind and amount of shares of stock and other securities, property, cash or
any combination thereof receivable upon such reclassification, change,
consolidation or merger by a holder of the number of shares of Common Stock for
which this Warrant could have been exercised immediately prior to such
reclassification, change, consolidation or merger. Thereafter, appropriate
provision (as determined reasonably and in good faith by the Company's Board of
Directors) shall be made for adjustments which shall be as nearly equivalent as
practicable to the adjustments provided for in Paragraph 4.
(b) The above provisions of this Paragraph 5 shall apply to
successive reclassifications and changes of shares of Common Stock and to
successive consolidations or mergers.
6. The Company will not, by amendment of its articles of incorporation
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary ac-
4
tion, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant. Without limiting the generality of the foregoing, the Company
(a) will not increase the par value of any shares of stock receivable upon the
exercise of this Warrant above the amount payable therefor upon such exercise,
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
shares of stock upon the exercise of this Warrant from time to time outstanding.
7. The Shares or other securities issued upon exercise of this Warrant
shall be subject to a stop-transfer order and the certificate or certificates
evidencing any such Shares or securities shall bear the following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may
not be transferred or otherwise disposed of unless they have been
registered under such Act or pursuant to an exemption from
registration under such Act. The sale, transfer, pledge or other
disposition of the shares represented by this certificate is also
subject to certain limitations set forth in a Stock and Warrant
Purchase Agreement dated as of May 13, 1997 (the "Purchase
Agreement") between PRAECIS PHARMACEUTICALS, INC. and Sylamerica,
Inc. A copy of the Purchase Agreement is on file with the
Secretary of PRAECIS PHARMACEUTICALS, INC."
8. Upon receipt of evidence or sworn statement satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and upon
surrender and cancellation of this Warrant if mutilated, and upon reimbursement
of the Company's reasonable incidental expenses, the Company shall execute and
deliver to the Holder thereof a new Warrant of like date, tenor and denomination
5
9. This Warrant shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to the conflicts of laws
principles thereof.
Dated: May 13, 1997
PRAECIS PHARMACEUTICALS, INC.
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chairman of the Board,
Chief Executive
Officer and Treasurer
Attest:
/s/ Xxxxx X. XxXxxxxxxx
--------------------------------
Name: Xxxxx X. XxXxxxxxxx
Title: Secretary
6
EXHIBIT I
To: PRAECIS PHARMACEUTICALS, INC.
ELECTION TO EXERCISE
The undersigned hereby exercises its right to subscribe for and
purchase from PRAECIS PHARMACEUTICALS, INC., _________ fully paid, validly
issued and nonassessable shares of Common Stock covered by the within Warrant
and tenders payment herewith in the amount of $________ in accordance with the
terms thereof, and requests that certificates for such shares be issued in the
name of, and delivered to:
Sylamerica, Inc.
000 Xxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxx Xxxx
TIN:
Date: SYLAMERICA, INC.
____________________
By
_____________________________
Name:
Title:
7