Exhibit 1
NEITHER THIS WARRANT NOR THE STOCK FOR WHICH IT MAY BE EXERCISED HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR
ANY OTHER FEDERAL OR STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT AS EXPRESSLY PROVIDED HEREIN.
[SAF-T-HAMMER LOGO]
SAF-T-HAMMER CORPORATION
COMMON STOCK PURCHASE WARRANT No. MAS-1
This certifies that, for value received, Xxxxxxxx Xxxxx ("Holder"),
is entitled to subscribe for and purchase from Saf-T-Hammer Corporation, a
Nevada corporation ("Company"), 5,000,000 shares, subject to adjustment as set
forth in ARTICLE II below ("Warrant Shares"), of Common Stock of the Company,
par value $0.001 per share ("Common Stock"), at the exercise price of $0.89 per
share, which price is subject to adjustment as set forth in ARTICLE II below
(collectively the "Exercise Price"), at any time and from time to time beginning
on the date of this Warrant as set forth below ("Exercise Date"), and ending on
the date that is five (5) years after the date of this Warrant ("Expiration
Date"), upon written notice from the Holder to the Company ("Notice") and
subject to the terms provided herein.
This Warrant is subject to the following provisions, terms and
conditions:
ARTICLE I.
EXERCISE; RESERVATION OF SHARES
Section 1.01 Warrant Exercise. The rights represented by this Warrant
may be exercised by the Holder at any time and from time to time prior to the
expiration of this Warrant, upon Notice, by the surrender at the principal
office of the Company of this Warrant together with a duly executed subscription
in the form annexed hereto as Exhibit A ("Subscription Form") and accompanied by
payment, in certified or immediately available funds, of the Exercise Price for
the number of Warrant Shares specified in the Subscription Form. The shares so
purchased shall be deemed to be issued to the Holder as the record owner of such
shares as of the close of business on the date on which this Warrant shall be
exercised as hereinabove provided. No fractional shares or scrip representing
fractional shares shall be issued upon exercise of this Warrant and the
number of shares that shall be issued upon such exercise shall be rounded to the
nearest whole share without the payment or receipt of any additional
consideration.
Section 1.02 Net Issuance Right. Notwithstanding the payment
provisions set forth above, the Holder may elect to convert this Warrant into
shares of Warrant Shares by surrendering this Warrant at the office of the
Company and delivering to the Company the Notice of Net Issuance Exercise
annexed as Exhibit B duly completed and executed by the Holder, in which case
the Company shall issue to the Holder the number of shares of Warrant Shares of
the Company equal to the result obtained by (a) subtracting B from A, (b)
multiplying the difference by C, and (c) dividing the product by A as set forth
in the following equation:
X = (A - B) x C where:
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A
X = the number of shares of Warrant Shares issuable
upon net issuance exercise pursuant to the
provisions of this SECTION 1.02.
A = the Fair Market Value (as defined below) of one
share of the Warrant Shares on the date of net
issuance exercise.
B = the Exercise Price for one share of the Warrant
Shares under this Warrant.
C = the number of shares of Warrant Shares as to
which this Warrant is exercisable pursuant to the
provisions of SECTION 1.01.
If the foregoing calculation results in a negative number, then no shares of
Warrant Shares shall be issued upon net issuance exercise pursuant to this
SECTION 1.02. "Fair Market Value" of one share of the Warrant Shares shall mean:
(i) if the net issuance exercise is in connection with a
transaction specified in Section 2.01, the value of the consideration
(determined, in the case of noncash consideration, in good faith by the
Company's Board of Directors) to be received pursuant to such transaction by the
holder of one share of the Warrant Shares;
(ii) if the Company's Common Stock is traded on an exchange
or is quoted on the Nasdaq National Market, the average of the closing or last
sale price reported for the five business days immediately preceding the date of
net issuance exercise;
(iii) if the Company's Common Stock is not traded on an
exchange or on the Nasdaq National Market, but is traded in the over-the-counter
market, the mean of the closing bid and asked prices reported for the five
market days immediately preceding the date of net issuance exercise; and
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(iv) In all other cases, the fair value as determined in
good faith by the Company's Board of Directors.
Upon net issuance exercise in accordance with this SECTION 1.02, the Holder
shall be entitled to receive from the Company a stock certificate in proper form
representing the number of shares of Warrant Shares determined in accordance
with the foregoing.
Section 1.03 Certificates. Certificates for the shares purchased
pursuant to SECTION 1.01 OR 1.02 shall be delivered to the Holder within ten
(10) days after the rights represented by this Warrant shall have been so
exercised, and a new Warrant in the name of the Holder representing the rights,
if any, that shall not have been exercised prior to the Expiration Date with
respect to this Warrant shall also be delivered to such Holder within such time,
with such new Warrant to be identical in all other respects to this Warrant. The
Holder shall for all purposes be deemed to have become the holder of record of
the Warrant Shares on the date this Warrant was exercised (the date the Holder
has fully complied with the requirements of SECTION 1.01 OR 1.02), irrespective
of the date of delivery of the certificate or certificates representing the
Warrant Shares; provided that, if the date such exercise is made is a date when
the stock transfer books of the Company are closed, such person shall be deemed
to have become the holder of record of the Warrant Shares at the close of
business on the next succeeding date on which the stock transfer books are open.
The term "Warrant," as used herein, includes any Warrants into which this
Warrant may be divided or combined and any subsequent Warrants issued upon the
transfer or exchange or reissuance upon loss hereof.
Section 1.04 Company Covenants. The Company represents, warrants,
covenants and agrees:
(a) That all shares of Common Stock that may be issued upon
exercise of this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof; and
(b) That during the period the rights represented by this
Warrant may be exercised, the Company will at all times have
authorized, and reserved for the purpose of issue and delivery upon
exercise of the rights evidenced by this Warrant, a sufficient number
of shares of Common Stock to provide for the exercise of the rights
represented by this Warrant.
ARTICLE II.
ADJUSTMENTS
Section 2.01 Adjustment Events.
(a) Capital Events. If any reorganization or reclassification
of the capital stock of the Company, or any consolidation or merger of
the Company with another corporation, or the sale of all or
substantially all of its assets to another corporation (in any
instance, a "Capital Event") shall be effected in such a
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way that holders of Common Stock shall be entitled to receive stock,
securities or assets (including cash) with respect to or in exchange
for their Common Stock, then, as a condition of such Capital Event,
lawful and adequate provisions shall be made whereby the Holder hereof
shall thereafter have the right to purchase and receive upon the basis
and upon the terms and conditions specified in this Warrant and in lieu
of the shares of the Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby, an amount of such shares of stock, securities or
assets (including cash) as may have been issued or payable with respect
to or in exchange for a number of outstanding shares of such Common
Stock equal to the number of shares of such stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby had such Capital Event not taken place.
(b) Preservation of Value. In the case of any Capital Event,
appropriate provision shall be made with respect to the rights and
interests of the Holder of this Warrant to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the
number of shares that may be issued upon exercise of this Warrant and
the Exercise Price hereof) shall thereafter be applicable, as nearly as
may be, in relation to any shares of stock, securities or assets
(including cash) thereafter deliverable upon the exercise of the rights
represented hereby.
(c) Obligation Expressly Assumed. The Company shall not
effect any consolidation, merger or sale of all or substantially all
of its assets, unless prior to the consummation thereof the successor
corporation (if other than the Company) resulting from such
consolidation or merger, or the corporation into or for the
securities of which the previously outstanding stock of the Company
shall be changed in connection with such consolidation or merger, or
the corporation purchasing such assets, as the case may be, shall
assume by written instrument executed and mailed or delivered to the
registered Holder at the last address of such Holder appearing on the
books of the Company, the obligation to deliver to such Holder, upon
exercise of this Warrant, such shares of stock, securities or assets
(including cash) as, in accordance with the foregoing provisions,
such Holder may be entitled to purchase.
Section 2.02 Subdivision or Combination of Stock. In the event that
the Company shall at any time subdivide or split its outstanding shares of
Common Stock into a greater number of shares, the number of Warrant Shares
subject to issuance upon exercise of this Warrant at the opening of business on
the day upon which such subdivision becomes effective shall be proportionately
increased. In the event that the outstanding shares of Common Stock of the
Company shall be combined into a smaller number of shares, the number of shares
subject to issuance upon exercise of this Warrant at the opening of business on
the day upon which such subdivision becomes effective shall be proportionately
decreased. Any such increase or decrease, as the case may be, shall become
effective immediately after the opening of business on the day following the day
upon which such subdivision or combination, as the case may be, becomes
effective.
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Section 2.03 Stock Dividends. In the event that the Company shall at
any time declare any dividend or distribution upon its Common Stock payable in
stock, the number of Warrant Shares subject to issuance upon exercise of this
Warrant shall be increased by the number (and the kind) of shares which would
have been issued to the holder of this Warrant if this Warrant were exercised
immediately prior to such dividend. Such increase shall become effective
immediately after the opening of business on the day following the record date
for such dividend or distribution.
Section 2.04 Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares of the Company owned or
held by or for the account of the Company.
Section 2.05 Minimum Adjustment. No adjustment in the number of shares
that may be issued upon exercise of this Warrant as provided in this Article II
shall be required unless such adjustment would require an increase or decrease
in such number of shares of at least one percent (1%) of the then adjusted
number of shares of Common Stock that may be issued upon exercise of this
Warrant; provided, however, that any such adjustments that by reason of the
foregoing are not required to be made shall be carried forward and taken into
account and included in determining the amount of any subsequent adjustment; and
provided further, that if the Company shall at any time subdivide or combine the
outstanding shares of Common Stock or issue additional shares of Common Stock as
a dividend, said percentage shall forthwith be proportionately adjusted so as to
appropriately reflect the same.
Section 2.06 Adjustment of Exercise Price. Whenever the number of
shares of Common Stock that may be issued upon exercise of this Warrant is
adjusted, and effective at the time such adjustment is effective, as provided in
Sections 2.01, 2.02 and 2.03 of this Article II, the Exercise Price shall be
adjusted (to the nearest whole cent) by multiplying each such Exercise Price
immediately prior to such adjustment by a fraction (x) the numerator of which
shall be the number of shares of Common Stock which may be issued upon the
exercise of each such Warrant immediately prior to such adjustment, and (y) the
denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter. The Company may retain a firm of independent
certified public accountants (which may not be the regular accountants employed
by the Company) to make any required computation, and a certificate signed by
such firm shall be conclusive evidence of the correctness of such adjustment.
Section 2.07 [INTENTIONALLY OMITTED]
Section 2.08 Calculation of Consideration. In the case of an issue of
additional shares of Common Stock for cash, the consideration received by the
Company shall be deemed to be the net cash proceeds received for such shares. In
the case of an issue of additional shares of Common Stock for noncash
consideration, the Company's Board of Directors shall determine the value of
such consideration and such determination, unless shown by the Holder to have
been made other than in good faith, shall be conclusive.
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Section 2.09 Record Date. In the event that the Company shall not take
a record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend payable in Common Stock, then such record date shall be
deemed for the purposes of this Article II to be the date of the issue or sale
of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend.
Section 2.10 Officer's Certificate. Whenever the Exercise Price shall
be adjusted as provided in this Article II, the Company shall forthwith file
with its Secretary and retain in the permanent records of the Company, an
officer's certificate showing the adjusted Exercise Price determined as provided
in this Article II, setting forth in reasonable detail the facts requiring such
adjustment, including a statement of the number of additional or fewer shares of
Common Stock, and such other facts as may be reasonably necessary to show the
reason for and the method of computing such adjustment. Each such officer's
certificate shall be made available at all reasonable times for inspection by
the Holder.
Section 2.11 Notice of Adjustment. Upon any adjustment of the number of
shares that may be issued upon exercise of this Warrant or the Exercise Price,
the Company shall give notice thereof to the Holder, which notice shall state
the increase or decrease, if any, in the number of shares that may be issued
upon the exercise of this Warrant and the Exercise Price, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.
Section 2.12 Definition of "Common Stock". As used in this Article II,
the term "Common Stock" shall mean and include all of the Company's authorized
Common Stock of any class as constituted on the date of this Warrant as set
forth below, and shall also include any capital stock of any class of the
Company thereafter authorized that shall not be limited to a fixed sum or stated
value in respect of the rights of the holders thereof to participate in
dividends or the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of the Company.
Section 2.13 Exclusion of Certain Stock. Notwithstanding anything in
this Article II, no adjustment of the Exercise Price or the number of shares to
be issued upon exercise of this Warrant shall be made upon, (i) the grant of
options under any stock option plan of the Company now existing or hereafter
adopted by the Company (as any such plan may be amended from time to time) or
(ii) the issuance of shares of Common Stock upon the exercise of options granted
under any such plan.
ARTICLE III.
TRANSFER RESTRICTIONS
Section 3.01 Securities Law Transfer Restrictions. By taking and
holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor
any shares of Common Stock that may be issued upon exercise of this Warrant have
been registered under the Securities Act or any applicable state securities or
blue sky law (collectively, "Securities Laws"); (ii) agrees not to sell,
transfer or otherwise dispose of this Warrant,
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and agrees not to sell, transfer or otherwise dispose of any such shares of
Common Stock without registration unless the sale, transfer or disposition of
such shares can be effected without registration and in compliance with the
Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of
this Warrant or any portion thereof or interest therein except as otherwise
expressly permitted herein. No part of this Warrant or any portion thereof or
interest therein may be transferred, whether voluntarily, involuntarily or by
operation of law, except to a Permitted Transferee as hereinafter defined.
"Permitted Transferee" shall mean a transferee or assignee that (a)(i) is an
entity as to which the Holder is the beneficial owner of at least a majority of
the equity therein and the Holder has voting control thereover, (ii) is a member
of the Holder's family or a trust for the benefit of an individual Holder or
(iii) a successor by inheritance or in testate succession to any interest in
this Warrant or any portion thereof and (b) accepts by written instrument
reasonably acceptable to the Company each of the terms and conditions that
govern this Warrant. Any certificate for shares of Common Stock issued upon
exercise of this Warrant shall bear an appropriate legend describing the
foregoing restrictions, unless such shares of Common Stock have been effectively
registered under the applicable Securities Laws.
Section 3.02 Provision of Information by Holder. The Holder shall make
available to the Company such written information, presented in form and content
satisfactory to the Company, as the Company may reasonably request, from time to
time, in order to make the determination provided for in Section 3.01.
ARTICLE IV.
MISCELLANEOUS
Section 4.01 Transfer of Warrants. No right or interest in this Warrant
shall be transferable except as provided in Article III.
Section 4.02 Notices. Any notice or communication to be given pursuant
to this Warrant shall be in writing and shall be delivered in person or by
certified mail, return receipt requested, in the United States mail, postage
prepaid. Notices to the Company shall be addressed to the Company's principal
office. Notices to the Holder shall be addressed to the Holder's address as
reflected in the records of the Company. Notices shall be effective upon
delivery in person, or, if mailed, at midnight on the fifth business day after
mailing.
Section 4.03 No Shareholder Rights. This Warrant shall not entitle the
Holder to any voting rights or other rights as a shareholder of the Company.
Section 4.04 Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of Arizona.
Section 4.05 Headings; Interpretation. The section headings used herein
are for convenience of reference only and are not intended to define, limit or
describe the scope
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or intent of any provision of this Warrant. When used in this Warrant, the term
"including" shall mean "including, without limitation."
Section 4.06 Successors. The covenants, agreements and provisions of
this Warrant shall bind the parties hereto and their respective successors and
permitted assigns.
Section 4.07 Integrated Agreement; Modification. This Warrant is a
complete statement of the agreement of the parties with respect to the subject
matter hereof and may be modified only by written instrument executed by the
parties.
IN WITNESS WHEREOF, the Company has caused this Warrant to be issued
effective as of the 11th day of May, 2001.
SAF-T-HAMMER CORPORATION, a Nevada
corporation
By: /s/XXXXXXXX X. XXXXX
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Name: Xxxxxxxx X. Xxxxx
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Its: President
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EXHIBIT A
SUBSCRIPTION FORM
(TO BE EXECUTED ONLY UPON EXERCISE OF WARRANT)
The undersigned registered owner of this Warrant irrevocably
exercises this Warrant and purchases __________ shares of Common Stock of
Saf-T-Hammer Corporation, a Nevada corporation, that may be issued under this
Warrant and herewith delivers the sum of $____________ in full payment of the
Exercise Price for such shares, all on the terms and conditions specified in
this Warrant. Such shares are to be delivered to such holder at the address
reflected in the records of the Company unless contrary instructions are herein
given.
Deliver certificates to:
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Dated:
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(Signature of Registered Owner)
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(Street Address)
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(City) (State) (Zip Code)
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EXHIBIT B
NOTICE OF NET ISSUANCE EXERCISE
To: Saf-T-Hammer Corporation
The undersigned hereby irrevocably elects to convert the attached Warrant into
such number of shares of Common Stock of Saf-T-Hammer Corporation (the
"COMPANY") as is determined pursuant to Section 1.02 of the attached Warrant.
The undersigned requests that certificates for such net issuance shares be
issued in the name of and delivered to the address of the undersigned, at the
address stated below. The undersigned agrees with and represents to the Company
that said shares of Common Stock of the Company are acquired for the account of
the undersigned for investment and not with a view to, or for sale in connection
with, any distribution or public offering within the meaning of the Securities
Act of 1933, as amended.
Dated:
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Name of Holder of Warrant:
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(please print)
Address:
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Signature:
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