EXHIBIT 4.2
WARRANT AGREEMENT
THIS WARRANT AGREEMENT ("Agreement") is made and entered into as of the
____ day of _______________________1998, by and between U.S. Remodelers, Inc., a
Delaware corporation (the "Company"), and ____________________________, as
warrant agent (the "Warrant Agent").
WHEREAS, the Company proposes to offer and sell a maximum of 1,610,000
Units (the "Units")(which includes 210,000 Units pursuant to the Underwriter's
over-allotment option), each Unit comprised of one share of common stock, par
value $.01 per share (the "Common Stock") and one redeemable common stock
purchase warrant (the "Warrant"), at a purchase price of $5.125 per Unit, or
$5.00 per share of Common Stock and $.125 per Warrant pursuant to a Registration
Statement on Form SB-2 (the "Prospectus"), File Number ____________, filed with
the Securities and Exchange Commission; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, registration of transfer, exchange and exercise of the
Warrants;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant
----------------------------
Agent to act as agent for the Company in accordance with the instructions
hereinafter set forth in this Agreement, and the Warrant Agent hereby accepts
such appointment.
2. Form of Warrant. The text and the terms of the Warrant, and the form
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of election to purchase shares of Common Stock appearing on the reverse side
thereof shall be substantially as set forth in Exhibit A, attached hereto and
---------
made a part hereof. The Warrants shall be executed on behalf of the Company by
the manual or facsimile signature of the Chairman, Vice Chairman of the Company
or President or Chief Executive Officer and by the manual or facsimile signature
of the secretary or assistant secretary of the Company under its corporate seal,
affixed or in facsimile.
The Warrants shall be dated by the Warrant Agent as of the initial date of
issuance thereof, and upon transfer or exchange, the Warrant shall be dated as
of such subsequent issuance date.
The Warrants shall expire at 5:00 p.m. (New York time) on ___________,
2003. If such date shall, in the State of New York, be a holiday or a day in
which banks are authorized to close, then the Warrants shall expire the next
following day which in the State of New York is not a holiday or a day on which
banks are authorized to close.
NO. W _____________ VOID AFTER _____________, 2003
_________ WARRANTS
REDEEMABLE COMMON STOCK PURCHASE WARRANT
CERTIFICATE TO PURCHASE ONE SHARE OF COMMON STOCK
U.S. REMODELERS, INC.
CUSIP ___________
THIS CERTIFIES THAT, FOR VALUE RECEIVED the holder hereof or registered
assigns (the "Registered Holder") is the owner of the number of Redeemable
Common Stock Purchase Warrants (the "Warrants") specified above. Each Warrant
initially entitles the Registered Holder to purchase, subject to the terms and
conditions set forth in this Certificate and the Warrant Agreement (as
hereinafter defined), one fully paid and nonassessable share of Common Stock,
par value $.01 per share, of U.S. Remodelers, Inc., a Delaware corporation (the
"Company"), at any time between ______________________, 1998 (the "Initial
Warrant Exercise Date"), and the Expiration Date (as hereinafter defined) upon
the presentation and surrender of this Warrant Certificate with the Election to
Purchase on the reverse hereof duly executed, at the corporate office of
______________________________, as Warrant Agent, or its successor (the "Warrant
Agent"), accompanied by payment of $6.25 subject to adjustment (the "Purchase
Price"), in lawful money of the United States of America in cash or by check
made payable to the Warrant Agent for the account of the Company.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement"), dated
___________________, 1998, by and between the Company and the Warrant Agent.
In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price and the number of shares of Common Stock subject
to purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional interests will be issued. In the case of
the exercise of less than all the Warrants represented hereby, the Company shall
cancel this Warrant Certificate upon the surrender hereof and shall execute and
deliver a new Warrant Certificate or Warrant Certificates of like tenor, which
the Warrant Agent shall countersign, for the balance of such Warrants.
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The term "Expiration Date" shall mean 5:00 p.m. (New York time) on
_______________________, 2003. If such date shall in the State of New York be a
holiday or a day on which the banks are authorized to close, then the Expiration
Date shall mean 5:00 p.m. (New York time) the next following day which in the
State of New York is not a holiday or a day on which banks are authorized to
close.
The Company shall not be obligated to deliver any securities pursuant to
the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended (the "Act"), with respect to such securities
is effective or an exemption thereunder is available. The Company has
covenanted and agreed that it will file a registration statement under the
Federal securities laws, use its best efforts to cause the same to become
effective, use its best efforts to keep such registration statement current, if
required under the Act, while any of the Warrants are outstanding, and deliver a
prospectus which complies with Section 10(a)(3) of the Act to the Registered
Holder exercising this Warrant. This Warrant shall not be exercisable by a
Registered Holder in any state where such exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment and payment of any tax or other
charge imposed in connection therewith or incident thereto, for registration of
transfer of this Warrant Certificate at such office, a new Warrant Certificate
of Warrant Certificates representing an equal aggregate number of Warrants will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
Subject to the provisions of the Warrant Agreement, this Warrant may be
redeemed at the option of the Company, at the redemption price of $.05 per
Warrant, on not less than 30 nor more than 60 days written notice ("Notice of
Redemption") if the closing price for the Common Stock for seven trading days
during a 10 consecutive trading day period ending not more than 15 days prior to
the date notice of redemption is mailed equals or exceeds $8.75 per share (175%
of the initial offering price to the public) subject to adjustment under certain
circumstances and provided there is then a current registration statement under
the Securities Act of 1933, as amended, with respect to the issuance and sale of
Common Stock upon the exercise of the Warrants. On and after the date fixed for
redemption, the Registered Holder shall have no rights with respect to the
Warrants except to receive the $.05 per Warrant upon surrender of this Warrant
Certificate.
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Under certain circumstances, the Representatives (as that term is defined
in the Warrant Agreement) or their designees collectively shall be entitled upon
the exercise or redemption of the Warrants to receive a fee equal to 5% of the
gross proceeds received by the Company from the exercise of the Warrants and 5%
of the aggregate redemption for the Warrants represented hereby.
Prior to due presentment for registration of transfer hereof, the Company
and the Warrant Agent may deem and treat the Registered Holder as the absolute
owner hereof and of each Warrant represented hereby (notwithstanding any
notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary, except as provided in the
Warrant Agreement.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of Delaware without giving effect to the conflicts of
laws principles thereof.
This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
Dated: _______________, 1998
U.S. REMODELERS, INC.
By:________________________________
Name:______________________________
Title______________________________
By:________________________________
Name:______________________________
Title______________________________
COUNTERSIGNED:
***
as Warrant Agent
By:_________________________
Name:_______________________
Title:______________________
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ELECTION TO PURCHASE
--------------------
(To be signed only upon exercise of Warrant)
TO: U.S. Remodelers, Inc.
0000 Xxxx Xxxxxxxxxxx Xxxx, Xxxxx 000X
Xxxxxx, Xxxxx 00000
The undersigned, the Holder of Warrant Certificate Number ____ (the
"Warrant"), representing ______________ Warrants of U.S. Remodelers, Inc. (the
"Company"), which Warrant Certificate is being delivered herewith, hereby
irrevocably elects to exercise the purchase right provided by the Warrant
Certificate for, and to purchase thereunder, _____________ shares of Common
Stock of the Company, and herewith makes payment of $____________ therefor, and
requests that the certificates for such securities be issued in the name of, and
delivered to, _____________________________________________________________
whose address is ________________________________________________________, all
in accordance with the Warrant Agreement and the Warrant Certificate.
Dated:____________________________
______________________________________
(Signature must conform in all
respects to name of Holder as
specified on the face of the
Warrant Certificate)
______________________________________
______________________________________
(Address)
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(FORM OF ASSIGNMENT)
(To be exercised by the registered holder if such
holder desires to transfer the Warrant Certificate.)
FOR VALUE RECEIVED______________________________________________________________
hereby sells, assigns and transfers unto
(Print name and address of transferee)
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint
________________________________________________ Attorney, to transfer the
within Warrant Certificate on the books of the within-named Company, and full
power of substitution.
Dated: Signature:
_______________________ ______________________________________
(Signature must conform in all
respects to name of holder as
specified on the fact of the
Warrant Certificate)
______________________________________
(Insert Social Security or
Other Identifying Number of
Assignee)
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