Exhibit No. 4(k)
WARRANTS TO ACQUIRE COMMON STOCK OF
ICF XXXXXX INTERNATIONAL, INC.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. EACH PURCHASER OF THIS
SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A)
IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) (A "QUALIFIED INSTITUTIONAL BUYER") OR (B) IT IS AN
"INSTITUTIONAL ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3)
OR (7) UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR")
OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,
(B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED
STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH
TRANSFER, FURNISHES TO THE WARRANT AGENT A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF
THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE WARRANT
AGENT), (D) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN COMPLIANCE
WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO
WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED
INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE WARRANT
AGENT AND THE COMPANY SUCH LETTERS, CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS
USED HEREIN THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S.
PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES
ACT.
THIS WARRANT IS A GLOBAL WARRANT WITHIN THE MEANING OF THE WARRANT
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS WARRANT IS NOT
EXCHANGEABLE FOR WARRANTS REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
WARRANT AGREEMENT, AND NO TRANSFER OF THIS WARRANT (OTHER THAN A TRANSFER OF
THIS WARRANT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE WARRANT AGREEMENT.
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UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER OR EXCHANGE, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. 1996WQ-1 Certificate for 105,000 Warrants
CUSIP No. 449244 128
WARRANTS TO ACQUIRE COMMON STOCK OF
ICF XXXXXX INTERNATIONAL, INC.
This certifies that CEDE & CO., or registered assigns, is the registered
holder of the number of Warrants set forth above (the "Warrants"). Each Warrant
entitles the holder thereof (the "Holder"), subject to the provisions contained
herein and in the Warrant Agreement referred to below, to acquire from ICF
Xxxxxx International, Inc., a Delaware corporation (the "Company"), one share of
Common Stock, $0.01 par value per share, of the Company (the "Common Stock") for
consideration equal to the Purchase Price (as defined in the Warrant Agreement)
per share of Common Stock. The Warrants evidenced by this Warrant Certificate
shall not be exercisable after and shall terminate and become void as of the
close of business on December 31, 1999 (the "Expiration Date") or as of the
closing of any Non-Surviving Combination, if earlier.
This Warrant Certificate is issued under and in accordance with a Warrant
Agreement dated as of December 23, 1996 (the "Warrant Agreement"), between the
Company and The Bank of New York, as warrant agent (the "Warrant Agent", which
term includes any successor Warrant Agent under the Warrant Agreement), and is
subject to the terms and provisions contained in the Warrant Agreement, to all
of which terms and provisions the Holder of this Warrant Certificate consents by
acceptance hereof. The Warrant Agreement is hereby incorporated herein by
reference and made a part hereof. Reference is hereby made to the Warrant
Agreement for a full statement of the respective rights, limitations of rights,
duties and obligations of the Company, the Warrant Agent and the Holders of the
Warrants. Capitalized terms not defined herein have the meanings ascribed
thereto in the Warrant Agreement. A copy of the Warrant Agreement may be
obtained for inspection by the Holder hereof upon written request to the Company
at 0000 Xxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, Attention of Senior Vice
President, General Counsel and Secretary.
As provided in the Warrant Agreement and subject to the terms and
conditions therein set forth, the Warrants are immediately exercisable.
If the Company proposes, prior to the Expiration Date, to enter into a
merger, consolidation, sale of assets or other business combination with one or
more persons (other than a wholly-owned subsidiary of the Company) in which
consideration (other than Common Equity Securities) is distributed to the
holders of Common Stock in exchange for all or substantially all of their equity
interest in the Company (a "Non-Surviving Combination"), the Company shall give
written notice thereof to the Holders promptly after an agreement is reached but
in no event less than 30 days prior to the closing thereof. In the event the
Company enters into a Non-Surviving Combination, upon payment of the Purchase
Price prior to the Expiration Date, the Holder hereof will be entitled to
receive the shares of stock or other securities or other property (including any
money) of the surviving entity in such Non-Surviving Combination as the Holder
would have received had the Holder exercised its Warrants immediately prior to
such Non-Surviving Combination (or, if applicable, the record date therefor).
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In order to exercise a Warrant, the registered Holder hereof must surrender
this Warrant Certificate at the office of the Warrant Agent, with the Exercise
Subscription Form on the reverse hereof duly executed by the Holder hereof, with
signature guaranteed as therein specified and tender the Purchase Price
therefor.
ICF XXXXXX INTERNATIONAL, INC.
By: ______________________________
Name:
Title:
[SEAL]
Attest: _______________________________________
Secretary
DATED: December 23, 1996
Countersigned:
The Bank of New York,
as Warrant Agent
By: ________________________
Authorized Signatory
Date of Countersignature: December 23, 1996
ICF XXXXXX INTERNATIONAL, INC.
This Warrant Certificate and all rights hereunder are transferable by the
registered Holder hereof, in whole or in part, on the register maintained by the
Warrant Agent, upon surrender of this Warrant Certificate for registration of
transfer at the office of the Warrant Agent maintained for such purpose, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Warrant Agent duly executed by, the
registered Holder hereof or his attorney duly authorized in writing, with
signature guaranteed as specified in the attached Form of Assignment. Upon any
partial transfer, the Company will issue and deliver to such Holder a new
Warrant Certificate or Certificates with respect to any portion not so
transferred. No service charge shall be made for any registration of transfer
or exchange of Warrant Certificates, but the Company may require payment by the
Holder of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
All shares of Common Stock issuable by the Company upon the exercise of the
Warrants shall, upon such issue, be duly and validly issued and fully paid and
nonassessable, and upon issuance such shares shall be listed on each national
securities exchange or quotation system (including the Nasdaq Stock Market), if
any, on which any other shares of outstanding Common Stock are then listed.
Each taker and holder of this Warrant Certificate, by taking or holding the
same, consents and agrees that the holder of this Warrant Certificate when duly
endorsed in blank may be treated by the Company, the Warrant Agent and all other
persons dealing with this Warrant Certificate as the absolute owner hereof for
any purpose and as the person entitled to exercise the rights represented
hereby, or to the transfer hereof on the register of the Company maintained by
the Warrant Agent, any notice to the contrary notwithstanding, but until such
transfer on such register, the Company and the Warrant Agent may treat the
registered Holder hereof as the owner for all purposes.
3
The number of shares of Common Stock issuable upon exercise of the Warrants
is subject to adjustment in certain events, including (i) stock dividends, stock
splits and reclassification affecting the Common Stock, (ii) the issuance of
certain rights, warrants or options, or convertible or exchangeable securities,
to the holders of Common Stock entitling them to acquire Common Stock at a price
per share lower than its then market value and (iii) sales by the Company of
Common Stock at a price per share lower than its then market value.
The Warrants do not entitle any Holder to any of the rights of a
stockholder of the Company.
This Warrant Certificate and the Warrant Agreement are subject to amendment
as provided in the Warrant Agreement.
This Warrant Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by an authorized signatory of the Warrant
Agent.
This Warrant Certificate and all rights hereunder shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to principles of conflicts of laws.
EXERCISE SUBSCRIPTION FORM
(to be executed only upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise ____________________
of the Warrants represented by this Warrant Certificate, for the acquisition of
one share each of Common Stock, $0.01 par value per share, of ICF Xxxxxx
International, Inc., on the terms and conditions specified in this Warrant
Certificate and the Warrant Agreement herein referred to, surrenders this
Warrant Certificate and all right, title and interest therein to ICF Xxxxxx
International, Inc. and directs that the shares of Common Stock deliverable upon
the exercise of such Warrants be registered or placed in the name and at the
address specified below and delivered thereto.
Date: _____________, ____
------------------------------/1/
(Signature of Owner)
-------------------------------
(Street Address)
-------------------------------
(City) (State) (Zip Code)
Signature Guaranteed by:
------------------------------
--------------------------
/1/ The signature must correspond with the name as written upon the face of
the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be
guaranteed.
4
FORM OF TRANSFER
FOR VALUE RECEIVED the undersigned registered Holder of this Warrant
Certificate hereby sells, assigns and transfers unto the Assignee(s) named below
(including the undersigned with respect to any Warrants constituting a part of
the Warrants evidenced by this Warrant Certificate not being assigned hereby)
all of the right of the undersigned under this Warrant Certificate, with respect
to the number of Warrants set forth below:
================================================================================
Social Security or
other identifying
number of assignee(s)
Name of Assignee(s) Number of Warrants
Address
--------------------------------------------------------------------------------
================================================================================
and does hereby irrevocably constitute and appoint the Warrant Agent as the
undersigned's attorney to make such transfer on the register maintained by the
Warrant Agent for that purpose, with full power of substitution in the premises.
Date: _________, ____
/2/
---------------------
(Signature of Owner)
---------------------
(Street Address)
---------------------
(City) (State) (Zip Code)
Signature Guaranteed by:
---------------------
---------------------------------
/2/ The signature must correspond with the name as written upon the face of
the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be
guaranteed.
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