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EXHIBIT 4.2
THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD,
OFFERED FOR SALE OR TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
THIS WARRANT AND PURSUANT TO A REGISTRATION STATEMENT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY AS TO THE AVAILABILITY OF AN EXEMPTION
FROM REGISTRATION.
Warrant No. _______ Number of Shares: ________
WARRANT TO PURCHASE SHARES
OF COMMON STOCK OF
MATRITECH, INC.
1. COMMON STOCK AND WARRANT PURCHASE AGREEMENT. This Warrant is issued to
____________________________ ("Purchaser") pursuant to the Common Stock and
Warrant Purchase Agreement dated as of November ___, 1999 between Matritech,
Inc., a Delaware corporation ("Matritech" or the "Company"), and Purchaser
("Purchase Agreement") in which Matritech issued ___________ Units to Purchaser.
Each "Unit" is composed of two (2) shares of Matritech Common Stock ("Shares")
and a warrant to purchase one share of Matritech Common Stock. This Warrant is
part of the Unit.
2. NUMBER AND PRICE OF SHARES SUBJECT TO WARRANT.
(a) GENERAL TERMS. Subject to the terms and conditions herein set
forth Purchaser is entitled to purchase from Matritech, at any time in whole or
from time to time in part commencing on the date hereof and until November 22,
2001, ______________________________ (___________) shares (which number of
shares is subject to adjustment as described below) of fully paid and
nonassessable Common Stock, $.01 par value, of Matritech ("WARRANT SHARES"),
upon surrender of this Warrant at the principal office of Matritech and upon
payment of the purchase price by wire transfer to Matritech or cashiers check
drawn on a United States bank made to the order of Matritech. Subject to
adjustment as hereinafter provided, the purchase price of one Warrant Share (or
such securities as may be substituted for one Warrant Share pursuant to the
provisions hereinafter set forth) shall be $2.20. The purchase price of one
Warrant Share (or such securities as may be substituted for one Warrant Share
pursuant to the provisions hereinafter set forth) payable from time to time upon
the exercise of this Warrant (whether such price be the price specified above or
an adjusted price determined as hereinafter provided) is referred to herein as
the "WARRANT PRICE."
(b) EARLY TERMINATION OF WARRANT. Notwithstanding the foregoing, in
the event that the average of the daily high and low bid price per share of
Matritech's Common Stock as reported on the Nasdaq Stock Market (or such other
equivalent market or exchange) exceeds $4.00 for a period of thirty (30)
consecutive trading days (a "CALLABLE EVENT"), then Matritech
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may, on or before the tenth (10th) trading day after such Callable Event has
occurred, send a written notice (a "CALL NOTICE") to Purchaser that a Callable
Event has occurred and that the Warrant shall terminate on the thirtieth (30th)
day after the date the Call Notice became effective pursuant to Section 12
below. Purchaser shall have thirty (30) days after the date such Call Notice
became effective to exercise this Warrant in accordance with the terms and
conditions of this Warrant. In the event Purchaser does not exercise this
Warrant within such thirty (30) day period, this Warrant shall automatically
terminate. Notwithstanding the foregoing thirty (30) day period with which
Purchaser may exercise the Warrant after a Call Notice has been delivered, if
during such time period, (i) the registration statement described in the
Purchase Agreement covering such Warrant Shares (the "REGISTRATION STATEMENT")
shall not be effective, or (ii) Matritech shall have delayed Purchaser's ability
to sell securities covered by the Registration Statement, then, in either case,
the time period that Purchaser has to exercise the Warrant after a Call Notice
becomes effective shall be extended until the Purchaser shall have been
permitted to sell the Warrant Shares pursuant to the Registration Statement for
a period of thirty (30) consecutive days after the date the Call Notice shall
have been delivered; provided, however, there shall be no extension of time if
the time period required to keep the Registration Statement effective pursuant
to the Purchase Agreement shall have lapsed. If after the issue date of this
Warrant the Nasdaq Stock Market shall permit "after-hours" trading or continuous
trading, then for the purposes of determining the average of "daily high and low
bid price" as of any date, such prices on any trading day shall be deemed to be
the high and low bid prices during the "regular trading hours" designated as
such by Nasdaq, or if no such period shall be so designated, then the high and
low bid prices for such trading day as reported on the next Business Day by The
Wall Street Journal.
3. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and kind of
securities issuable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the happening of certain events as follows:
(a) ADJUSTMENT FOR DIVIDENDS IN STOCK OR OTHER SECURITIES OR PROPERTY.
In case at any time or from time to time on or after the date hereof the holders
of the Common Stock of Matritech (or any shares of stock or other securities at
the time receivable upon the exercise of this Warrant) shall have received, or,
on or after the record date fixed for the determination of eligible
stockholders, shall have become entitled to receive, without payment therefor,
other or additional stock or other securities or property (other than cash in
connection with regular or ordinary dividends) of Matritech by way of dividend,
then and in each case, the holder of this Warrant shall, upon the exercise
hereof, be entitled to receive, in addition to the number of shares of Common
Stock receivable thereupon, and without payment of any additional consideration
therefor, the amount of such other or additional stock or other securities or
property (other than cash in connection with regular or ordinary dividends) of
Matritech which such holder would hold on the date of such exercise had it been
the holder of record of such Common Stock on the date hereof and had thereafter,
during the period from the date hereof to and including the date of such
exercise, retained such shares and/or all other additional stock available by it
as aforesaid during such period, giving effect to all adjustments called for
during such period by paragraphs (b) and (c) of this Section 3.
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(b) ADJUSTMENT FOR RECLASSIFICATION, REORGANIZATION OR MERGER. In case
of any reclassification or change of the outstanding securities of Matritech or
of any reorganization of Matritech (or any other corporation the stock or
securities of which are at the time receivable upon the exercise of this
Warrant) or any similar corporate reorganization on or after the date hereof,
then and in each such case the holder of this Warrant, upon the exercise hereof
at any time after the consummation of such reclassification, change,
reorganization, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities and property receivable upon the exercise hereof
prior to such consummation, the stock or other securities or property to which
such holder would have been entitled upon such consummation if such holder had
exercised this Warrant immediately prior thereto, all subject to further
adjustment as provided in paragraphs (a) and (c); and in each such case, the
terms of this Section 3 shall be applicable to the shares of stock or other
securities properly receivable upon the exercise of this Warrant after such
consummation.
(c) STOCK SPLITS AND REVERSE STOCK SPLITS. If at any time on or after
the date hereof Matritech shall subdivide its outstanding shares of Common Stock
into a greater number of shares, the Warrant Price in effect immediately prior
to such subdivision shall thereby be proportionately reduced and the number of
shares receivable upon exercise of the Warrant shall thereby be proportionately
increased; and, conversely, if at any time on or after the date hereof the
outstanding number of shares of Common Stock shall be combined into a smaller
number of shares, the Warrant Price in effect immediately prior to such
combination shall thereby be proportionately increased and the number of shares
receivable upon exercise of Warrant shall thereby be proportionately decreased.
4. NO FRACTIONAL SHARES. No fractional shares of Warrant Shares will be
issued in connection with any exercise of this Warrant. In lieu of any
fractional shares which would otherwise be issuable, Matritech shall pay cash
equal to the product of such fraction multiplied by the closing price of one
Warrant Share as reported on the Nasdaq System on the date of exercise.
5. NO STOCKHOLDER RIGHTS. This Warrant shall not entitle its holder to any
of the rights of a stockholder of Matritech.
6. RESERVATION OF STOCK. Matritech covenants that during the period this
Warrant is exercisable, Matritech will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of
Warrant Shares upon the exercise of this Warrant. Matritech agrees that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for the Warrant Shares upon the exercise of this Warrant.
7. EXERCISE OF WARRANT. This Warrant may be exercised by the holder hereof,
in whole or in part, by the surrender of this Warrant and the Notice of Exercise
attached hereto as EXHIBIT A duly completed and executed on behalf of the holder
hereof, at the principal office of Matritech together with payment in full of
the Warrant Price then in effect with respect to the number of Warrant Shares as
to which the Warrant is being exercised. The Warrant Price shall be by wire
transfer to Matritech or cashiers check drawn on a United States bank made to
the
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order of Matritech. This Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise and payment of the applicable Warrant Price as provided above, and the
person entitled to receive the Warrant Shares issuable upon such exercise shall
be treated for all purposes as the holder of such shares of record as of the
close of business on such date. As promptly as practicable on or after such date
and in any event within ten (10) days thereafter, Matritech at its expense shall
cause to be issued and delivered to the person or persons entitled to receive
the same a certificate or certificates for the number of full Warrant Shares
issuable upon such exercise, together with cash in lieu of any fraction of a
share as provided above. The Warrant Shares issuable upon exercise hereof shall,
upon their issuance, be fully paid and nonassessable. In the event that this
Warrant is exercised in part, Matritech at its expense will execute and deliver
a new Warrant of like tenor exercisable for the number of shares for which this
Warrant may then be exercised.
8. CERTIFICATE OF ADJUSTMENT. Whenever the Warrant Price or number or type
of securities issuable upon exercise of this Warrant is adjusted, as herein
provided, Matritech shall promptly deliver to the record holder of this Warrant
a certificate of an officer of Matritech setting forth the nature of such
adjustment and a brief statement of the facts requiring such adjustment.
9. TRANSFERABILITY. This Warrant is not transferable.
10. REPLACEMENT OF WARRANTS. On receipt of evidence reasonably satisfactory
to Matritech of the loss, theft, destruction or mutilation of any Warrant and,
in the case of any such loss, theft or destruction of any Warrant, on delivery
of an indemnity agreement or security reasonably satisfactory in form and amount
to Matritech or, in the case of any such mutilation, on surrender and
cancellation of such Warrant, Matritech at its expense will execute and deliver,
in lieu thereof, a new Warrant of like tenor.
11. REPRESENTATIONS OF MATRITECH. Matritech represents and warrants to
Purchaser that the representations and warranties as set forth in Section 2 of
the Purchase Agreement are true and correct in all material respects as of the
date hereof.
12. MISCELLANEOUS. This Warrant shall be governed by the laws of the State
of Delaware. The headings in this Warrant are for purposes of convenience and
reference only, and shall not be deemed to constitute a part hereof. Neither
this Warrant nor any term hereof may be changed, waived, discharged or
terminated orally but only by an instrument in writing signed by Matritech and
the registered holder of this Warrant. All notices and other communications from
Matritech to the holder of this Warrant shall be sufficient if in writing and
sent by registered or certified mail, domestic or international courier, or
facsimile, return receipt requested, postage or courier charges prepaid, to the
address furnished to Matritech in writing by Purchaser. All such notices and
communications shall be effective one (1) trading day after being sent by
courier or by facsimile with confirmation of receipt or five (5) trading days
after being sent by the other approved methods. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provisions.
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13. ATTORNEY'S FEES. If any action at law or in equity is necessary to
enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
14. TERMINATION. This Warrant (and the right to purchase securities upon
exercise hereof) shall terminate on November 22, 2001 or such earlier time as
provided in Section 2 above.
ISSUED as of the date first written above.
MATRITECH, INC.
By:____________________________
Xxxxxxx X. Xxxxx
Chairman and Chief Executive
Officer
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EXHIBIT A
NOTICE OF INTENT TO EXERCISE
(To be signed only upon exercise of Warrant)
To: MATRITECH, INC.
The undersigned, the Holder of the within Warrant, hereby irrevocably elects to
exercise the purchase right represented by such Warrant for, and to purchase
thereunder, _____________ ____________________________ (_____________) shares of
Common Stock of Matritech, Inc. and herewith makes payment of
____________________ Dollars ($__________) thereof and requests that the
certificates for such shares be issued in the name of, and delivered to
________________________________, whose address is ____________________________.
DATED: ______________
_______________________________________
(Signature must conform in all respects
to name of Holder as specified on the
face of the Warrant)
_______________________________________
_______________________________________
(Address)
