EXHIBIT 4.6
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF REGISTRATION UNDER SAID ACT AND ALL OTHER APPLICABLE SECURITIES LAWS, UNLESS
AMERICAN PSYCH SYSTEMS, INC. RECEIVES A SATISFACTORY OPINION OF COUNSEL THAT
SUCH REGISTRATION IS NOT REQUIRED.
WARRANT
WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF AMERICAN PSYCH SYSTEMS, INC.
Date of Issuance: As of November 8, 1994
THIS CERTIFIES that, for value received, _______________________
(the "Holder") is entitled to purchase, subject to the provisions of this
Warrant, from AMERICAN PSYCH SYSTEMS, INC., a Delaware corporation (the
"Company"), at a price of One Dollar and Thirty Five Cents ($1.35) per share
("Exercise Price"), the number of shares of the Company's $0.001 par value
Common Stock set forth in Section 8 hereof. (All of the Company's shares of
Common Stock are being hereafter referred to as "Common Stock"). This Warrant is
hereinafter referred to as the "Warrant" and the shares of Common Stock issuable
pursuant to the terms hereof are hereinafter sometimes referred to as "Warrant
Shares". This Warrant has been issued in connection with a Warrant Purchase
Agreement dated November 8, 1994 (the "Agreement").
SECTION 1. EXERCISE OF WARRANT. Subject to Section 8 hereof, this Warrant
may be exercised in whole or in part at any time and from time to time at any
time prior to the Expiration Date defined in Section 13 by presentation of the
Purchase Form annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of shares specified in such form. Upon receipt by
the Company of the said Purchase Form executed as aforesaid, at the office of
the Company, accompanied by payment of the Exercise Price, the Company shall
issue and deliver to the Holder within a reasonable period of time not to exceed
10 days an additional Purchase Form for future exercise of this Warrant which on
its face shall note the total number of shares heretofore purchased under this
Warrant (including the shares then being purchased) and a certificate or
certificates for the shares of Common Stock then being issued upon such
exercise. If deemed necessary by the Company, such certificates shall bear
restricted legends substantially similar to the legends appearing on the face of
this Warrant.
SECTION 2. RESERVATION OF SHARES. The Company hereby covenants that at all
times during the term of this Warrant there shall be reserved for issuance such
number of shares of its Common Stock as shall be required to be issued upon
exercise of this Warrant.
SECTION 3. FRACTIONAL SHARES. This Warrant may be exercised only for a
whole number of shares of Common Stock, and no fractional shares or scrip
representing fractional shares shall be issuable upon the exercise of this
Warrant.
SECTION 4. ASSIGNMENT OF WARRANT. This Warrant and the shares of Common
Stock issuable hereunder shall not be sold, offered for sale, pledged,
hypothecated, or otherwise transferred in the absence of registration under the
Act and other applicable securities laws or
the Company's receipt of an opinion of counsel satisfactory to the Company that
such registration is not required. Upon such transfer or assignment of this
Warrant, the Holder shall surrender this Warrant to the Company with the
Assignment Form in the form annexed hereto duly executed and with funds
sufficient to pay any transfer taxes, and the Company shall cancel this Warrant,
and without charge, shall execute and deliver a new Warrant of like tenor in the
name of the assignee entitling such assignee to all rights and interests of its
assignor at the time of assignment of this Warrant.
SECTION 5. LOSS OF WARRANT. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, or destruction of this Warrant, and of
indemnification satisfactory to it, or upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date.
SECTION 6. RIGHTS OF THE HOLDER. No provision of this Warrant shall be
construed as conferring upon the Holder hereof the right to vote, consent,
receive dividends or receive notice other than as herein expressly provided in
respect of meetings of stockholders for the election of directors of the Company
or any other matter whatsoever as a stockholder of the Company. No provision
hereof, in the absence of affirmative action by the Holder hereof to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the
Holder hereof, shall give rise to any liability of such Holder for the purchase
price of any Warrant Shares or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.
SECTION 7. ADJUSTMENT OF EXERCISE PRICE AND WARRANT SHARES. If the Company
shall subdivide its outstanding shares of Common Stock by stock split or stock
dividend, the
Exercise Price then existing hereunder shall proportionately decrease and if the
Company shall combine its outstanding shares of Common Stock by stock
combination, the Exercise Price then existing hereunder shall proportionately
increase. If the Company shall subdivide its outstanding shares of Common Stock
by stock split or stock dividend, the number of Warrant Shares issuable
hereunder shall proportionately increase and if the Company shall combine its
outstanding shares of Common Stock by stock combination, the number of Warrant
Shares issuable hereunder shall proportionately decrease.
SECTION 8. LIMITATION ON EXERCISE. This Warrant will only be exercisable,
in the aggregate, for a number of Warrant Shares equal to the product of (i) the
number of days subsequent to November 8, 1994, that the Holder's obligation to
repay all or any portion of the $350,000 increase in the Company's line of
credit with Franklin National Bank, including any renewals, modifications and
substitutions thereof, is outstanding, multiplied by (ii) 355.13.
SECTION 9. CERTAIN DISTRIBUTIONS. In case the Company shall, at any time,
prior to the Expiration Date set forth in Section 13 hereof, make any
distribution of its assets to holders of its Common Stock as a partial
liquidation distribution or by way of return of capital, other than as a
dividend payable out of earnings or any surplus legally available for dividends,
then the Holder upon the exercise of this Warrant in whole or in part and prior
to such distribution, as herein provided, after the date of record for the
determination of those holders of Common Stock entitled to such distribution of
assets, shall be entitled to receive, in addition to the shares of Common Stock
issuable on such exercise, the amount of such assets (or at the option of the
Company a sum equal to the value thereof at the time of such distribution to
holders of Common Stock as such value is determined by the Board of Directors of
the Company in good
faith), which would have been payable to the Holder had it been the holder of
record of such shares of Common Stock on the record date for the determination
of those holders of Common Stock entitled to such distribution.
SECTION 10. DISSOLUTION OR LIQUIDATION. In case the Company shall, at any
time prior to the Expiration Date set forth in Section 13 hereof, dissolve,
liquidate or wind up its affairs, the Holder shall be entitled, upon the
exercise of this Warrant in whole or in part and prior to any such distribution
in dissolution or liquidation, to receive on such exercise, in lieu of the
shares of Common Stock which the Holder would have been entitled to receive, the
same kind and amount of assets as would have been distributed or paid to the
Holder upon any such dissolution, liquidationdation or winding up, with respect
to such shares of Common Stock had the Holder been the holder of record of such
share of Common Stock on the record date for the determination of those holders
of Common Stock entitled to receive any such liquidation distribution.
SECTION 11. NOTICES TO WARRANT HOLDER. If (i) the Company shall pay any
dividend or make any distribution upon the shares of its Common Stock, or (ii)
the Company shall offer to the holders of Common Stock for subscription or
purchase by them any shares of stock of any classes or any other rights, or
(iii) any capital reorganization of the Company, reclassification of the Common
Stock of the Company, consolidation or merger of the Company with or into
another corporation, or voluntary or involuntary dissolution, liquidation or
winding up of the Company shall be affected, then, in any such case, the Company
shall cause to be delivered to the Holder, at least 10 days prior to the date
specified in (a) or (b) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (a)
a record is to be taken or the stock transfer books of the Company are to be
closed for the purpose of determining the stockholders entitled to receive such
dividend, distribution or rights, or (b) a record is to be taken or the stock
transfer books of the Company are to be closed for the purpose of determining
the stockholders entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reclassification,
reorganization, consolidation, merger, dissolution, liquidation or winding up.
SECTION 12. RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of an
issuance of Common Stock by way of dividend or other distribution or of a
subdivision or combination), or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger with a subsidiary
in which merger the Company is the continuing corporation or which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant), the Company shall cause effective provision to be made so that the
Holder shall have the right thereafter by exercising this Warrant, to purchase
the kind and amount of shares of stock and other securities and property
receivable upon such reclassification, capital reorganization or other change,
consolidation or merger, by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Warrant immediately prior
to such reclassification, change, consolidation or merger. Any such provision
shall include provision for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in
this Warrant. The foregoing provisions of this Section 12 shall similarly apply
to successive reclassifications, capital reorganizations and changes of shares
of Common Stock and to successive consolidations and mergers. In the event that
in any such capital reorganization or reclassification, consolidation or merger,
additional shares of Common Stock shall be issued in exchange, conversion,
substitution or payment, in whole or in part, for or of a security of the
Company other than Common Stock, any amount of the consideration received upon
the issue thereof being determined by the Board of Directors of the Company
shall be final and binding on the Holder.
SECTION 13. EXPIRATION DATE. The Warrant shall terminate on the
Expiration Date and may not be exercised on or after such date. The
Expiration Date shall be November 7, 1999.
Section 14. APPLICABLE LAW. This Warrant shall be construed in
accordance with the laws of the State of Delaware.
AMERICAN PSYCH SYSTEMS, INC.
By:
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Xxxxxxx X. Xxxxxxx, President
Attest:
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Xxxx X. Xxxxxxx, Secretary
ASSIGNMENT FORM
Dated: For value received hereby sells,
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assigns and transfers unto
Name
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(Please typewrite or print in block letters)
Address and appoints
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Attorney to transfer the said Warrant on the books of
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the within named Company with full power of substitution in the premises.
SIGNATURE
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PURCHASE FORM
Dated:
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The undersigned hereby irrevocably elects to exercise its right to
purchase shares of the $0.001 par value Common Stock of American Psych
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Systems, Inc., such right being pursuant to a Warrant dated as of February 19,
1994, and as issued to the undersigned by American Psych Systems, Inc., and
remits herewith the sum of $ in payment for same in accordance with the
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Exercise Price specified in such Warrant.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name
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Address
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(Please typewrite or print in block letters)
Signature
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Shares Heretofore Purchased
Under Warrant
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