EXHIBIT NO. 4(iii)
FORM OF B WARRANT
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SLS-B___ ________ WARRANTS
Each to Purchase
1 Share of Common Stock
VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON __________________, 2001, OR IF
NOT ABUSINESS DAY AS DEFINED ON THE REVERSE SIDE HEREOF AT 5:00 P.M. EASTERN
STANDARD TIME ON THE NEXT FOLLOWING BUSINESS DAY.
SLS INTERNATIONAL, INC.
REDEEMABLE B WARRANT CERTIFICATE
THIS CERTIFIES THAT, for value received _______________________(the
"Warrant Holder") is entitled to purchase, subject to the terms and conditions
hereof, commencing on ____________________, 2000, and until 5:00 P.M. Eastern
Standard Time, ____________________, 2001, but not thereafter, (if such is not
a Business Day, as defined on the reverse side hereof, at or before 5:00 P.M.
Eastern Standard Time, on the next following Business Day) to purchase one
fully paid and non-assessable share of Common Stock (par value $.001) of the
Company for each of the number of Warrants set forth above, at a price equal
to $.50 per share of Common Stock, by surrendering this Warrant Certificate to
the Company with the form of election to exercise duly filled in and executed,
at the office of the Company or its Warrant Agent, Standard Register & Transfer,
in Salt Lake City, Utah, and by payment in full by certified check, bank draft,
or postal or express money order payable in United States dollars, to the order
of the Company, of the exercise price for each share of Common Stock as to which
this Warrant Certificate is being exercised and upon compliance with and subject
to the conditions set forth herein, to all of which terms every holder of this
Warrant consents by acceptance hereof. In the event that the Warrant or Warrants
represented hereby are not exercised at or before 5:00 P.M. Eastern Standard
Time on _________________, 2002, this Warrant or Warrants shall be void.
THIS WARRANT IS A 2-YEAR WARRANT, THE EXERCISE OF WHICH IS CONTINGENT UPON
THE PRIOR EXERCISE OF THE COMPANY'S REDEEMABLE A WARRANT WHICH WAS SOLD
SIMULTANEOUSLY WITH THIS B WARRANT AS PART OF A UNIT OFFERING BY THE COMPANY.
IF THE A WARRANT IS NOT EXERCISED OR HAS BEEN REDEEMED BY THE COMPANY, THIS
WARRANT SHALL BE VOID AND UNEXERCISABLE.
In case the Warrant Holder shall exercise this Warrant with respect to less
than all of the shares of Common Stock that may be purchased hereunder, a new
Warrant Certificate for the balance shall be countersigned and delivered to the
Warrant Holder upon surrender of the Warrant. No fraction of a share which would
otherwise be purchasable on the exercise of a Warrant shall be issued as set
forth on the reverse side hereof.
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This Warrant shall be redeemable by the Company, at its option, on 30 days'
notice to the registered Warrant Holder, at a price of $3.00, per Warrant,
provided the closing bid price for the Company's Common Stock in the over-the-
counter market shall be equal to or greater than the exercise price of $3.00
per share, for a consecutive 10-day period preceding such notice of redemption.
Every Warrant Holder, by accepting this Warrant, consents and agrees with
the Company, that the Company shall treat the registered holder hereof as the
sole absolute bolder hereof for all purposes notwithstanding any notice to the
contrary.
This Warrant does not entitle any holder hereof to any of the rights of a
Shareholder of the Company, such as voting rights or other equity rights of a
shareholder of the Company, or to any other rights whatsoever except the rights
herein expressed and such as are set forth. No dividends shall be payable or
accrue in respect of this Warrant or the interest represented hereby or the
shares purchasable hereunder until or unless, and except to the extent that,
this Warrant shall be exercised.
This Warrant is exchangeable upon the surrender hereof by the registered
owner to the Company for new Warrants of like tenor and date issuable only to
the Warrant Holder and representing in the aggregate the right to purchase the
number of shares purchasable hereunder, each of such new Warrants to represent
the right to purchase such number of shares as shall be designated by the
registered owner at the time of such surrender.
Except as otherwise above provided, this warrant and all rights hereunder
are transferable by the registered owner hereof and may only be exercised in
person or by duly authorized attorney on the books of the Company upon
surrender of this Warrant and payment of the amount required, properly
endorsed, to the Company.
THIS WARRANT SHALL BE WHOLLY VOID AND OF NO EFFECT AFTER 5:00 P.M. EASTERN
STANDARD TIME ON ______________________, 2002, OR IF SUCH DAY IS NOT A BUSINESS
DAY, AFTER 5:00 P.M. EASTERN STANDARD TIME ON THE NEXT FOLLOWING BUSINESS DAY.
IN WITNESS WHEREOF, the Company has caused this Certificate to be executed
by its Chairman, President or Vice President, by manual or facsimile signature,
and a facsimile of its corporate seal to be affixed or imprinted hereon,
attested by its Secretary or Treasurer by manual or facsimile signature.
Dated: _____________________, 2000
_____________________________________
By:_____________________________________
Title
Attest:_________________________________
_________________________________
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1. The Warrant or Warrants represented by this Warrant Certificate
(the "Warrant") shall expire at, and shall not be exercisable after 5:00 P.M.
Eastern Standard Time on ________________ , 2001, or if said date shall not
be a Business Day (which as used in this Warrant Certificate, shall mean a day
other than a Saturday, Sunday or other day on which banks in the State of New
York are authorized by law to remain closed), then the next following date
which is a business day, at which time this Warrant shall become null and void.
2. The exercise price for each share of Common Stock purchasable pursuant
to the exercise of the Warrants (hereinafter referred to as the "Warrant Price")
shall be $.50 per share, until expiration of the Warrant as hereinabove set
forth, payable as provided on the face of this Warrant Certificate.
3. This Warrant Certificate may be exercised at the office of the Company
in New York or at the offices of the Warrant Agent, Standard Register &
Transfer, in Salt Lake City, Utah, by the registered holder hereof or by his
duly authorized representative or attorney, upon the surrender of this Warrant
Certificate with form of Election to Exercise duly filled in and executed or
accompanied (if so permitted by the Company), by a written instrument or
instruments, satisfactory to the Company. If the right to purchase less than all
of the shares of Common Stock covered hereby shall be exercised, the registered
holder hereof shall be entitled to receive a new Warrant Certificate or Warrant
Certificates covering in the aggregate the number of shares of common Stock with
respect to which the right to purchase shall not have been so exercised. No
fractional shares will be issued upon exercise of any Warrants to which a
Warrant a Holder might otherwise be entitled, but will be rounded-up to the next
whole number if the interest equals or exceeds one-half of a share of Common
Stock otherwise, the fractional interest will be rounded-down. No cash or other
adjustment in respect of a fractional share of Common Stock will be made.
4. Each Warrant shall be redeemable by the Company at its option, at a
price of $.001 per Warrant, on 30 days notice to the registered Warrant Holder,
provided the closing bid price for the Company's Common Stock in the over-the-
counter market shall be equal to or greater than $.50 per share for a period of
10 consecutive days preceding such notice of redemption. The Warrants shall be
exercisable during such 30-day notice period, after which such Warrants shall be
deemed redeemed by the Company at a price of $.001 per Warrant.
5. No Warrant Holder, as such, shall be entitled to vote or receive
dividends or be deemed the holder of shares of Common Stock for any purpose, nor
shall anything contained in this Warrant Certificate be construed to confer upon
any Warrant Holder, as such, any of the rights of a shareholder of the Company
or any right to vote, give or withhold consent to any action by the Company
(whether upon any recapitalization, issue of stock, reclassification of stock,
consolidation, merger conveyance or otherwise), receive notice of meetings or
other action affecting shareholders, receive dividends or subscription rights,
or otherwise, until this Warrant shall have been exercised and the shares of
Common Stock purchasable upon the exercise hereof provided, however, that any
exercise of this Warrant on any date when the stock transfer books of the
Company shall be closed shall constitute the person or persons in whose name or
names the certificate or certificates for such shares of Common Stock are to be
issued as the record holder or holders thereof for all purposes at the opening
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of business on the next succeeding day on which such stock transfer books are
open and this Warrant shall not be deemed to have been exercised, in whole or
in part as the case may be, until such date for the purpose of determining
entitlement to dividends on such Common Stock, and such exercise shall be at
the actual purchase price in effect at such date.
6. The Company may deem the registered holder hereof as the absolute
owner of this Warrant Certificate (notwithstanding any notations of ownership
or writing hereon made by anyone other than the Company) for all purposes and
shall not be affected by any notice to the contrary.
7. The Company covenants that, while the Warrants are exercisable, it
will reserve from its authorized and unissued common stock a sufficient number
of shares to provide for the delivery of stock pursuant to the exercise of
this and all other similar Warrants.
8. This warrant certificate contains no anti-dilution rights and in no
event shall adjustment be made in the number of shares deliverable upon the
exercise of this Warrant or the price per share to be paid, so as to maintain
the proportionate interest of the Warrant Holder.
9. In case the Company, or any successor, shall be consolidated or
merged with another company, or substantially all of its assets shall be sold
to another company in exchange for stock with the view to distributing such
stock to its stockholders, each share of stock purchasable by this Warrant
shall be replaced for the purposes hereof by the securities or property
issuable or distributable in respect of one share of Common Stock of this
Company, or its successors, upon such consolidation, merger, or sale, and
adequate provision to that effect shall be made at the time thereof.
10. This Warrant shall be binding upon any successors or assigns of
the Company.
11. Notwithstanding anything herein to the contrary, the exercisability
of this Warrant is conditioned upon the prior exercise of the Company's
Redeemable A Warrant. If the A Warrant is not exercised, expires or has been
redeemed by the Company, this Warrant shall be come void and is unexercisable.
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(FORM OF ELECTION TO EXERCISE)
(To be executed upon exercise of Warrant(s) prior to the close of business on
the Expiration Date).
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to Purchase ___________ Shares and
herewith tenders payment for the Shares in the amount of $________________
(in cash or by certified or official bank check) in accordance with the terms
hereof. The undersigned requests that a certificate representing the Shares be
registered in the name of Warrant Holder and the address is
____________________________________________________.
If said number of Shares is fewer than all the Shares purchasable
hereunder, a new Warrant Certificate evidencing the right to purchase the
balance of Shares be registered in the name of the Warrant Holder at the
address _____________________ _________________________________.
The check representing payment thereof should be delivered to the Company,
Attn: President.
Dated: _____________________, 2000
__________________________________
Social Security No.
Name(s) of registered holder of Warrant Certificate:
Address: __________________________________
__________________________________
Signatures: _______________________________ ______________________________
Note: The above signature(s) must correspond with the name as written upon
the face of this Warrant certificate in every particular, without alteration
or enlargement or any change whatever.
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