EXHIBIT 4.3
AMENDMENT TO WARRANT AGREEMENTS
This AMENDMENT (this "Amendment") is an amendment to that certain Warrant
Agreement, dated as of September 22, 1992, by and among Life Medical Sciences,
Inc. (the "Company"), American Stock Transfer & Trust Company, as Warrant Agent
(the "Warrant Agent"), and X.X. Xxxxx Investment Banking Corp. ("Xxxxx") and to
that certain Warrant Agreement dated as of July 29, 1993 by and among the
Company and the Warrant Agent (collectively, such agreements shall be referred
to herein as the "Warrant Agreements"). Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Warrant Agreements.
W I T N E S S E T H:
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WHEREAS, the Warrant Agreements govern the terms of the Company's
outstanding Class A and Class B Warrants (collectively referred to, in addition
to the Class B Warrants underlying the Class A Warrants, herein as the
"Warrants"); and
WHEREAS, the Company intends to effectuate an exercise offer (the "Exercise
Offer"), pursuant to which the Company will reduce the exercise price of the
Class A Warrants from $8.40 per share of Common Stock to approximately $1.205
per Warrant and reduce the exercise price of the Class B Warrants from $12.60
per share of Common Stock to approximately $1.205 per Warrant for a certain
period of time ending at least 20 business days from commencement of the
Exercise Offer (the "Offer Expiration Date");
WHEREAS, the Company and the Warrant Agent deem the Exercise Offer to be
desirable and to not adversely affect the interests of the holders of Warrant
Certificates; and
WHEREAS, the Company and the Warrant Agent desire to enter into this
Amendment in order to amend the Warrant Agreements as required in order for the
Company to effectuate the Exercise Offer.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties hereto hereby amend the Warrant Agreements as
follows:
SECTION 1. Amendment to Exercise Price of the Warrants. During the
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Exercise Offer, the exercise price of the Warrants shall be $1.205 per Warrant;
provided, however, that the Company reserves the right, in its sole discretion,
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to adjust such exercise price, but in no event shall such exercise price be
greater than the exercise price of the Warrants as in effect prior to the date
of the Exercise Offer.
SECTION 2. Amendment to Terms of Exercise. During the Exercise Offer,
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Section 4(a) of each of the Warrant Agreements shall be amended in its entirety,
so that any Registered Holder desiring to exercise his Warrants during the
Exercise Offer shall only be entitled to do so in accordance with the terms of
the Exercise Offer, as set forth in the Exercise Offer/Prospectus and Letter of
Transmittal included as an exhibit thereto.
SECTION 3. No Other Modifications. Except as specifically provided in
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this Amendment and as otherwise necessary to make the terms of the Warrant
Agreements consistent with the amendments thereto effected hereby, the Warrant
Agreements shall not be changed in any respect and shall continue in full force
and effect in accordance with its terms (other than as modified hereby).
SECTION 4. Counterparts. This Amendment may be executed in several
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counterparts, which taken together shall constitute a single document.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of July ___, 1998.
LIFE MEDICAL SCIENCES, INC.
By:
Xxxxxx X. Xxxxxx, Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
By:
Authorized Officer
