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EXHIBIT 4.1
NEITHER THIS WARRANT NOR ANY SHARES OF THE COMMON STOCK OF STERICYCLE, INC.
WHICH MAY BE ISSUED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. NEITHER THIS
WARRANT NOR ANY SUCH SHARES MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN APPLICABLE
EXEMPTION FROM REGISTRATION.
STERICYCLE, INC.
COMMON STOCK PURCHASE WARRANT
Warrant No.--------- Date of Issuance:------------
Void after 12 noon, Chicago, Illinois time,
on [fifth anniversary of date of issuance]
Stericycle, Inc., a Delaware corporation (the "Company"), hereby certifies
that, in consideration of value received ------------------, (the "Holder") is
entitled to purchase from the Company ------------------ fully paid and
nonassessable shares of the Company's common stock, par value $.01 per share
("Common Stock"), at the purchase price per share of U.S. $ (the "Exercise
Price"), at any time or from time to time before 12:00 noon, Chicago, Illinois
time, on [fifth anniversary of date of issuance] (the "Time of Expiration"),
subject to the following terms and conditions.
The number of shares of Common Stock and the character of the property to
be delivered upon exercise of this Warrant are subject to adjustment as provided
in Article 3.
Certain capitalized terms used in this Warrant are defined in Article 8.
ARTICLE 1
COMPLIANCE WITH SECURITIES LAWS
Neither this Warrant nor any shares of Common Stock which may be issued
upon the exercise of this Warrant have been registered under the Securities Act
or any state securities law. By acceptance of this Warrant, the Holder agrees
that this Warrant, and all shares of Common Stock which may be issued upon the
exercise of this Warrant, will be sold, transferred or disposed of only in
accordance with the applicable registration requirements of the Securities Act
and state securities laws or an applicable exemption from registration.
ARTICLE 2
EXERCISE OF WARRANT
2.1 MANNER OF EXERCISE. The Holder may exercise this Warrant, in whole or
in part, by surrender of this Warrant to the Company on any business day on or
after [the first anniversary of the date issuance] and on or before [the fifth
anniversary of the date of issuance] at the Company's Designated Office,
accompanied by the attached Notice of Exercise duly completed and signed and
indicating the whole number of shares of Common Stock being purchased and by:
(a) a certified or bank cashier's check (or with the Company's
prior approval, a personal check) payable to the Company's order in an
amount equal to Purchase Price; or
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(b) shares of Common Stock having a fair market value on the date
of exercise equal to the Purchase Price;
(c) an instrument cancelling indebtedness of the Company to the
Holder in an amount equal to the Purchase Price; or
(d) written direction to the Company to withhold, from the shares
of Common Stock otherwise issuable upon exercise of the Warrant,
shares of Common Stock having a fair market value on the date of
exercise equal to the Purchase Price.
For purposes of this Section 2.1, the "fair market value" of shares of Common
Stock shall be determined on the basis of the last reported sales price of a
share of Common Stock on the Nasdaq National Market on the last trading day
preceding the effective date of the Holder's exercise of the Warrant. No
purported exercise of this Warrant prior to [the first anniversary of the date
of issuance] or after [the fifth anniversary of the date of issuance] shall be
effective.
2.2 EFFECTIVE DATE OF EXERCISE. Each otherwise proper exercise of this
Warrant shall be considered effective immediately prior to the close of business
on the business day on which this Warrant is surrendered to the Company in
accordance with Section 2.1. The Holder shall be considered to have become the
holder of record of the shares of Common Stock issuable by reason of the
Holder's exercise at that time, notwithstanding the fact that the Company may
not yet have delivered a stock certificate representing those shares to the
Holder.
2.3 DELIVERY OF STOCK CERTIFICATE. As soon as practicable after the
Holder's exercise of this Warrant in whole or in part, and in any event within
10 days after exercise, the Company shall cause to be issued in the Holder's
name:
(a) a certificate or certificates for the number of fully paid
and nonassessable shares of Common Stock to which the Holder is
entitled by reason of the Holder's exercise; and
(b) in case the exercise is in part, a new warrant of like tenor
to this Warrant, providing on its face for the right to purchase a
number of shares of Common Stock equal to the number of shares of
Common Stock issuable under this Warrant at the time of exercise less
the number of shares issuable by reason of the Holder's exercise.
2.4 FRACTIONAL SHARES. This Warrant may be exercised only to purchase a
whole number of shares of Common Stock. The Company shall not be required to
issue any fractional share of Common Stock upon the exercise of this Warrant or
to pay cash or issue scrip in lieu of issuing a fractional share.
ARTICLE 3
ADJUSTMENTS
The number of shares of Common Stock for which this Warrant is exercisable,
and the price at which those shares may be purchased upon exercise of this
Warrant, shall be subject to adjustment as follows:
3.1 STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If any one of the
following events (an "Adjusting Event") occurs at any time prior to the Time of
Expiration:
(a) the Company takes a record of holders of its Common Stock for
the purpose of determining the holders entitled to receive a dividend
payable in or other distribution of shares of Common Stock,
(b) the Company subdivides or splits its outstanding shares of
Common Stock into a larger num-
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ber of shares of Common Stock, or
(c) the Company combines its outstanding shares of Common Stock
into a smaller number of shares of Common Stock,
then:
(d) the number of shares of Common Stock for which this Warrant
is exercisable immediately after the occurrence of the Adjusting Event
shall be adjusted to equal the number of shares of Common Stock that a
record holder of the same number of shares of Common Stock for which
this Warrant is exercisable immediately prior to the occurrence of the
Adjusting Event would own or would be entitled to receive immediately
after the occurrence of the Adjusting Event; and
(e) the Exercise Price immediately after the occurrence of the
Adjusting Event shall be adjusted to equal the product obtained by
multiplying the Exercise Price in effect immediately prior to the
occurrence of the Adjusting Event by a fraction, the numerator of
which is the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to the occurrence of the Adjusting
Event and the denominator of which is the number of shares of Common
Stock for which this Warrant is exercisable immediately after the
occurrence of the Adjusting Event.
3.2 CORPORATE TRANSACTIONS. If any one of the following events (a
"Corporate Transaction") occurs at any time prior to the time of Expiration:
(a) the Company reorganizes, reclassifies or recapitalizes its
capital stock,
(b) the Company merges or consolidates with or into another
corporation and is not the surviving corporation, or
(c) the Company sells, transfers or otherwise disposes of all or
substantially all of its assets or business to another corporation,
then the Company shall make proper provision so that the Holder, upon the
exercise of this Warrant at any time after the consummation of the Corporate
Transaction, shall be entitled to receive, in lieu of the shares of Common Stock
that would have been issuable upon the Holder's exercise prior to such
consummation, the cash, stock and other securities, and property that the Holder
would have received upon such consummation if the Holder had so exercised this
Warrant immediately prior to such consummation.
ARTICLE 4
NOTICES OF RECORD DATE AND OTHER ACTIONS
If the Company proposes:
(a) to take a record of holders of its Common Stock for the
purpose of determining the holders who are entitled to receive any
dividend or other distribution, or any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any
other securities or property, or to receive any other right, or
(b) any reorganization, reclassification or recapitalization of
its capital stock, any merger or consolidation in which the Company
will not be the surviving corporation, or any sale, transfer or other
disposition of all or substantially all its assets or business, or
(c) any voluntary or involuntary dissolution, liquidation or
winding up,
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the Company shall give the Holder at least 10 days' prior written notice of the
date or expected date on which any such action is to be taken and provide
appropriate details of the action to be taken.
ARTICLE 5
TRANSFER RESTRICTIONS
5.1 NONTRANSFERABLE. This Warrant may not be sold, assigned, pledged or
otherwise transferred without the Company's prior written consent.
5.2 LEGEND ON CERTIFICATEs. Each certificate for shares of Common Stock
issued upon the exercise of this Warrant, and each certificate issued upon the
transfer of any such shares, shall be stamped or otherwise imprinted with a
legend in substantially the following form:
The shares represented by this certificate have not been registered
under the Securities Act of 1933. The shares have been acquired for
investment and may not be sold, transferred, pledged or hypothecated
in the absence of an effective registration statement for the shares
under the Securities Act of 1933 or compliance with the provisions of
Rule 144 of the Securities and Exchange Commission with respect to the
shares proposed to be sold.
ARTICLE 6
RESERVATION OF STOCK
The Company shall reserve and keep available, solely for issuance and
delivery upon the exercise of this Warrant, all shares of Common Stock issuable
upon the exercise of this Warrant. All shares of Common Stock issuable upon the
exercise of this Warrant shall be duly authorized, validly issued, fully paid
and nonassessable, with no personal liability attaching to the ownership of the
shares.
ARTICLE 7
RIGHTS AND OBLIGATIONS OF THE HOLDER
The rights of the Holder are limited to those granted in this Warrant, and
by acceptance of this Warrant, the Holder agrees to be bound by the provisions
of this Warrant. As the holder of this Warrant, the Holder shall not be entitled
to vote, receive dividends on or in any other respect be considered the holder
of shares of Common Stock, and nothing in this Warrant shall be construed to
confer upon the Holder any of the rights of a stockholder of the Company until
this Warrant has been exercised and shares of Common Stock have been issued or
have become issuable to the Holder.
ARTICLE 8
DEFINITIONS
As used in this Warrant, the following terms have these meanings:
(a) DESIGNATED OFFICE means the Company's principal executive
offices as disclosed in its most recent filing with the U.S.
Securities and Exchange Commission. The Designated Office is currently
0000 Xxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.
(b) PURCHASE PRICE means the product obtained by multiplying (i)
the number of shares of Common Stock being purchased upon exercise of
this Warrant by (ii) the Exercise Price.
(c) SECURITIES ACT means the Securities Act of 1933, as amended,
and the related rules and regu-
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lations issued by the U.S. Securities and Exchange Commission.
ARTICLE 9
MISCELLANEOUS
9.1 NOTICES. All notices and other communications under this Warrant shall
be in writing and sent by certified or registered mail, overnight messenger
service, telecopier or personal delivery, to the Company at its Designated
Office and to the Holder at the address indicated on Schedule A to Agreement
dated October 9, 1998 between the Company and the Holder pursuant to which the
Company purchased shares of Class A Common Stock of Med-Tech Environmental
Limited from the Holder. All notices sent by certified or registered mail shall
be considered to have been given three business days after being deposited in
the mail. All notices sent by overnight courier service, telecopier or personal
delivery shall be considered to have been given when actually received by the
intended recipient. The Holder may change the Holder's address for purposes of
this Warrant by notice to the Company in accordance with this Section 9.1.
9.2 AMENDMENT. Neither this Warrant nor any of its terms may be changed,
waived, discharged or terminated except by an instrument in writing signed by
the Holder and the Company.
9.3 GOVERNING LAW. This Warrant shall be governed by the laws of the State
of Delaware without regard to conflicts of laws principles.
9.4 BINDING EFFECT. This Warrant shall apply to, be binding in all respects
upon and inure to the benefit of the Company and the Holder and their respective
successors and permitted assigns.
STERICYCLE, INC.
By______________________________________
Xxxxx X.X. ten Brink
Vice President, Finance
and Chief Financial Officer
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NOTICE OF EXERCISE
To: Stericycle, Inc.
The undersigned holder hereby irrevocably elects to exercise the attached
Warrant to the extent of _________ shares of the common stock, par value $.01
per share, of Stericycle, Inc., issuable under the Warrant, and hereby makes
payment for such shares of $____________ by certified or bank cashier's check or
other means allowable pursuant to the terms of the Warrant.
If payment is not by certified or bank cashier's check, please
describe the manner of payment:
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Date:
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By
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Name:
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Title:
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INSTRUCTION FOR REGISTRATION OF SHARES
Name:
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Address:
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