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EXHIBIT 4.6
THE ATTACHED WARRANT IS ISSUED TO XXXXX BANK AS ESCROW AGENT IN ACCORDANCE WITH
THE TERMS OF A SETTLEMENT AGREEMENT (THE "SETTLEMENT AGREEMENT"), DATED JULY
17,1998, BY AND BETWEEN XXXXX X. XXXX, AMERICAN MEDICAL TECHNOLOGIES, INC., XXX
XXXXX, XXXXX-XXXXX INTERESTS, INC. AND XXXXXXX XXXXXXX (COLLECTIVELY,
"PLAINTIFFS"), AND WASTE SYSTEMS, INC., XXXXX XXXXXXXX, XXXXXXX XXXXXXX,
XXXXXXX XXXXXX, XXX XXXXXX AND 3CI COMPLETE COMPLIANCE CORPORATION (THE
"COMPANY"). NOTWITHSTANDING THE TERMS AND PROVISIONS OF THE ATTACHED WARRANT,
SUCH WARRANT, OR ANY PORTION THEROF, MAY NOT BE RELEASED FROM ESCROW EXCEPT IN
ACCORDANCE WITH THE TERMS OF THE SETTLEMENT AGREEMENT AND ANY AMENDMENTS
THERETO, AND UPON WRITTEN INSTRUCTIONS TO XXXXX BANK OR ANY SUCCESSOR ESCROW
AGENT THAT HAVE BEEN SIGNED BY ALL OF THE PLAINTIFFS, ACTING INDIVIDUALLY AND
ON BEHALF OF THE SETTLEMENT CLASS, AND THE COMPANY.
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THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE ACT
OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM.
NO. OF SHARES: 1,002,964 WARRANT NO. 3CI-03
WARRANTHOLDER: Xxxxx Bank as Escrow Agent
WARRANT
TO PURCHASE COMMON SHARES OF
3CI COMPLETE COMPLIANCE CORPORATION
EXPIRING MARCH 22, 2000
This certifies that, for value received, Xxxxx Bank as escrow agent,
or registered nominee (the "Holder") is entitled to purchase from 3CI COMPLETE
COMPLIANCE CORPORATION (the "Company"), a Delaware corporation, at any time
after the date hereof until 5:00 P.M., Houston time, on March 22, 2000, the
number of Common Shares, par value of $.01 per share, of the Company set forth
above at a Purchase Price of $1.50 per share in lawful money of the United
States of America.
SECTION 1. Definitions. For all purposes of this Warrant the following
terms shall have the meanings indicated:
"Initial Purchase Price" shall mean the initial purchase price
of U.S. $1.50 per Common Share as hereinbefore set forth.
"Purchase Price" shall mean the Initial Purchase Price or the
Initial Purchase Price as the Initial Purchase Price may hereafter be adjusted
from time to time pursuant to the provisions of Sections 5 and 8 hereof.
"Commission" shall mean the Securities and Exchange
Commission, or any other Federal agency then administering the Securities Act.
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"Common Shares" shall mean the "Common Shares" of the Company
as hereinafter defined in Section 6 hereof.
"Company" shall mean 3CI COMPLETE COMPLIANCE CORPORATION, a
Delaware corporation, and any corporation which shall succeed to, or assume,
the obligations of said corporation hereunder.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
or any similar Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effort at the time.
"Securities Act" shall mean the Securities Act of 1933, or any
similar Federal statutes, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Transfer" as used in Section 4 hereof shall include any
disposition of this Warrant or any Warrant Shares, or of any interest in either
thereof which would constitute a sale thereof within the meaning of the
Securities Act.
"Warrantholders" shall mean the registered holder or holders
of this Warrant.
"Warrant Shares" shall mean the Common Shares purchased or
purchasable by the registered holders of this Warrant upon the exercise thereof
pursuant to Section 2 hereof.
"Warrant" shall mean this Warrant (and all Warrants issued in
exchange, transfer or replacement of any thereof), identical as to terms and
conditions and date, except as to the number of Common Shares for which they
may be exercised, evidencing the rights to purchase initially up to an
aggregate of 1,002,964 Common Shares.
"Market Price" means (i) the closing sale price on the date of
issuance of any Common Shares as reported on the principal securities exchange
on which the Common Shares are then listed or admitted to trading or (ii) if
not so listed, the average of the closing bid and ask prices on that date as
reported on the Nasdaq National Market System or Nasdaq Small-Cap Market, or
(iii) if not quoted on Nasdaq, the average of closing bid and ask prices for
Common Shares as quoted by the National Quotations Bureau pink sheets or the
National Association of Securities Dealers OTC Bulletin Board System. If the
price of Common Shares shall not be so quoted, Market Price shall mean the fair
market value of a Common Share as determined by an investment banking firm with
expertise in the Company's area of business appointed by the judge of the 269th
Judicial District Court, Xxxxxx County, Texas.
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All terms used in this Warrant which are not defined in Section 1
hereof have the meanings respectively set forth therefor elsewhere in this
Warrant.
SECTION 2. Exercise of this Warrant. This Warrant may be exercised at
any time and from time to time prior to expiration. In order to exercise this
Warrant in whole or in part, the registered holder hereof shall complete the
Subscription Form attached hereto, and deliver to the Company this Warrant and
cash in an amount equal to the then aggregate Purchase Price of the Common
Shares being purchased at its office or agency in Shreveport, Louisiana (or
such other office or agency of the Company as the Company may designate by
notice in writing to the holder of this Warrant). Upon receipt thereof, the
Company shall, as promptly as practicable, and in any event within 10 business
days thereafter, execute or cause to be executed and deliver to such holder a
certificate or certificates representing the aggregate number of Common Shares
specified in said Subscription Form. Each stock certificate so delivered shall
be in the denomination of 100 shares or such other denomination as may be
requested by the registered holder hereof and shall be registered in the name
of such holder Or such other name as shall be designated by such holder. The
Company shall pay all expenses, taxes and other charges payable in connection
with the preparation, execution and delivery of stock certificates pursuant to
this Section, except that, in case such stock certificates shall be registered
in a name or names other than the name of the registered holder of this
Warrant, funds sufficient to pay all stock transfer taxes which shall be
payable upon the execution and delivery of such stock certificate or
certificates shall be paid by the registered holder hereof to the Company at
the time of delivering this Warrant to the Company as mentioned above.
SECTION 3. Ownership of this Warrant.
a. Ownership. The Company may deem and treat the person in whose
name this Warrant is registered as the holder and owner hereof (notwithstanding
any notations of ownership or writing hereon made by anyone other than the
Company) for all purposes and shall not be affected by any notice to the
contrary, until presentation of this Warrant for registration of transfer as
provided in this Section 3 hereof.
b. Exchange, Transfer, and Replacement. This Warrant, and any
beneficial interest therein shall not be transferrable except to affiliates or
successors or immediate family members or heirs or beneficiaries under the last
will of the Warrant Holder identified in the first paragraph of this Warrant.
Subject to Section 4 hereof, this Warrant is exchangeable, upon the surrender
hereof by the registered holder to the Company at its office described in
Section 2 hereof, for a new Warrant or Warrants of like tenor and date
representing in the aggregate the right to purchase the number of shares
purchasable hereunder, each such new Warrant or Warrants to represent the right
to purchase such number of shares as shall be designated by said registered
holder at the time of such surrender (not exceeding, in the aggregate, the
unexercised balance of the Warrant Shares originally issuable hereunder
subject, of course, to any prior adjustments pursuant to Section 5 hereof).
This Warrant and all rights hereunder are transferable in whole or in part upon
the books of the Company by the
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registered holder hereof in person or by duly authorized attorney, and a new
Warrant shall be made and delivered by the Company of the same tenor and date
as this Warrant but registered in the name of the affiliates or successors or
immediate family members, heirs, or beneficiaries under the last will of the
Warrant Holder, upon surrender of this Warrant duly endorsed, at said office or
agency of the Company. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and, in case of loss, theft or destruction, of an agreement of
indemnity (without security therefor), and upon surrender and cancellation of
this Warrant, if mutilated, the Company will make and deliver a new Warrant of
like tenor, in lieu of this Warrant. This Warrant shall be promptly canceled by
the Company upon the surrender hereof in connection with any exchange, transfer
or replacement. The Company shall pay all expenses, taxes (other than stock
transfer taxes) and other charges payable in connection with the operation,
execution and delivery of this Warrant pursuant to this Section 3 hereof.
SECTION 4. Investment Representation - Transfer Restrictions. The
holder hereof warrants and represents that he, she, or it, as the case may be,
is acquiring this Warrant or Warrant Shares for his, her or its own account for
investment and not with a view to the public distribution thereof. This Warrant
shall not be assigned, sold, hypothecated or transferred except in compliance
with the terms hereof.
SECTION 5. Anti-Dilution Provisions; Adjustments. In the event that
the outstanding Common Shares are at any time increased or decreased solely by
reason of split, combination of shares or stock dividends payable with respect
to such Common Shares, appropriate adjustments in the number and kind of such
securities then subject to this Warrant shall be made effective as of the date
of such occurrence so that the interest of the holder upon exercise will be the
same as it would have been had such holder owned the underlying securities
immediately prior to the occurrence of such events. If the Company shall
engage in a merger, consolidation, reorganization, recapitalization or similar
transaction, this Warrant (or if such transaction involves less than all of the
Company's Common Shares, then a portion of this Warrant proportionate to the
number of such involved Common Shares) shall become exercisable for the stock,
securities and other consideration that a holder of the number of the Company's
Common Shares subject to this Warrant would have been entitled to receive in
any such merger, consolidation, reorganization, recapitalization or similar
transaction (with appropriate adjustment, if any, to the Purchase Price). Such
adjustments shall be made successively whenever any event listed in this
paragraph shall occur.
If and whenever after the date hereof the Company shall issue or sell
any Common Shares for no consideration or for a consideration per share less
than the Market Price then in effect as of the date of such issuance or sale,
or issue, sell or grant any stock or security (including any warrant, option or
right) directly or indirectly convertible into or exercisable for Common Shares
for no consideration or for a consideration less than the Market Price then in
effect as of the date of such issuance, sale or grant, the Market Price shall
be reduced (but not increased, except as otherwise specifically provided
herein) to the price (calculated to the nearest one-tenth of a cent) determined
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by dividing (x) an amount equal to the sum of (1) the aggregate number of
Common Shares outstanding immediately prior to such issue, sale or grant
multiplied by then existing Purchase Price plus (2) the consideration received
by the Company upon such issue, sale or grant (or to be received upon exercise
or conversion of stock or securities into Common Shares) by (y) the aggregate
number of Common Shares outstanding immediately after such issue or sale.
Except as provided in the following paragraph, this provision shall not apply
to any additional Common Shares resulting from convertible securities or stock
purchase warrants or options outstanding as of the date hereof, and shall not
apply to convertible securities providing for the issuance of Common Shares at
a conversion price not less than the conversion price in effect for any of the
Company's convertible securities outstanding as of the date hereof.
If (i) the purchase price provided for in any right, warrant or option
shall be decreased, (ii) the additional consideration, if any, payable upon the
conversion or exchange of any convertible securities shall be decreased, or
(iii) the ratio at which any convertible securities are convertible into or
exchangeable for Common Shares shall be increased (other than under or by
reason of provisions designed to protect against dilution), the Purchase Price
then in effect shall be decreased to the Purchase Price that would have been in
effect had such rights, warrants, options or convertible securities provided
for such changed purchase price, additional consideration or conversion rate at
the time initially issued.
The number of shares of Common Shares outstanding at any given time
shall not include shares owned directly by the Company in treasury, and the
disposition of any such shares shall be considered an issuance or sale of
Common Shares.
If any event or condition occurs as to which other provisions of this
Article are not strictly applicable and would not fairly protect the exercise
or purchase rights of the Warrants evidenced hereby in accordance with the
essential intent and principles of such provisions, or that might materially
and adversely affect the exercise or purchase rights of the holder hereof under
any provisions of this Warrant, then the Company shall make such adjustments in
the application of such provisions, in accordance with such exercise and
purchase rights as aforesaid, and any adjustments necessary with respect to the
Initial Purchase Price and the number of Warrant Shares purchasable hereunder
so as to preserve the rights of the holder hereunder. In no event shall any
such adjustment have the effect of increasing the Initial Purchase Price as
otherwise determined pursuant to this Article except in the event of a
combination of shares.
SECTION 6. Definition of Company Shares. As used herein, the term
"Common Shares" shall mean and include the Company's authorized Common Shares,
par value $.01 per share, as constituted at the date hereof.
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SECTION 7. Special Agreements of the Company. The Company covenants
and agrees that it:
(a) Will Reserve Shares. The Company will reserve and set apart
and have at all times, free from preemptive rights, the number of shares of
authorized but unissued Common Shares deliverable upon the exercise of this
Warrant, and it will have at all times any other rights or privileges provided
for therein sufficient to enable it at any time to fulfill all of its
obligations hereunder.
(b) Will Avoid Certain Actions. The Company will not, by amendment
of its certificate of incorporation or through any reorganization, transfer of
assets, consolidation, merger, issue or sale of securities or otherwise, avoid
or take any action which would have the effect of avoiding the observance or
performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in carrying out all of the
provisions of this Warrant and in taking all such action as may be necessary or
appropriate in order to protect the rights of the holders of this Warrant
against dilution or other impairment.
(c) Will Secure Governmental Approvals. If any Common Shares
required to be reserved for the purposes of exercise of this Warrant require
registration with or approval of any governmental authority under any Federal
law (other than the Securities Act) or under any state law before such shares
may be issued upon exercise of this Warrant, the Company will, at its expense,
as expeditiously as possible, use its best efforts to cause such shares to be
duly registered or approved, as the case may be.
(d) Will Bind Successors. This Warrant shall be binding upon any
corporation succeeding to the Company by merger, consolidation or acquisition
of all or substantially all of the Company's assets.
(e) Will Validly Issue Common Stock. All shares of Common Shares
that may be issued upon exercise of the Warrants will, upon issuance by the
Company, be duly and validly issued, fully paid and non-assessable and free
from all taxes, liens and charges with respect to the issuance thereof.
(f) Settlement Agreement. The Warrants represented hereby are part
of a duly authorized issue and sale of warrants to purchase Common Shares
issued and sold pursuant to that certain Settlement Agreement (the "Agreement")
between the Company and the Named Plaintiffs defined in the Agreement. In the
event of any conflict between the provisions of the Agreement and this Warrant,
the provisions of this Warrant shall control.
SECTION 8. Reduction of Purchase Price. The Company shall have the
right, at any time or from time to time, to voluntarily reduce the Purchase
Price then in effect for such period or
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periods of time as the Board of Directors of the Company may determine. In each
such event the Company shall mail to the registered holder or holders of this
Warrant a certificate of an officer of the Company stating (i) the election of
the Company to reduce the Purchase Price in accordance with this Section 8,
(ii) that such election is irrevocable during the period specified in such
certificate, and (iii) the period in which such reduced Purchase Price shall be
in effect, which period shall commence not less than 30 days after such
certificate is mailed to the Warrantholders. Failure to receive such
certificate by mail, or any defect therein, shall not affect the validity of
the reduction of the Purchase Price during such period.
SECTION 9. Notification by the Company. In case at any time:
(i) the Company shall pay any dividend payable in
stock upon Common Shares or make any distribution (other than
cash dividends which are not in a greater amount per share
than the then recent cash dividend) to the holders of the
Common Shares;
(ii) the Company shall make an offer for
subscription pro rata to the holders of its Common Shares of
any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization,
reclassification of the capital stock of the Company,
consolidation or merger of the Company with, or sale of all or
substantially all of its assets to, another corporation; or
(iv) there shall be a voluntary or involuntary
dissolution, liquidation or winding-up of the Company;
then, in any one or more of such cases, the Company shall give written notice
to the registered holder of this Warrant of the date on which (a) the books of
the Company shall close, or a record shall be taken for such dividend,
distribution or subscription rights, or (b) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up shall take place, as the case may be. Such notice shall also specify
the date as of which the dividend, distribution or subscription rights are
payable, or the date as of which the holders shall be entitled to exchange
their Common Shares for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding-up, as the case may be. Such written notice shall be
given not less than 30 and not more than 90 days prior to the record date or
the date on which the Company's transfer books are closed in respect thereto
and such notice may state that the record date is subject to, the effectiveness
of a registration statement under the Securities Act, or to a favorable vote of
the stockholders, if either is required.
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SECTION 10. Notices. Any notice or other document required or permitted
to be given or delivered to Warrantholders shall be delivered at, or sent by
certified or registered mail to each Warrantholder at the last address shown on
the books of the Company maintained for the registry and transfer of this
Warrant. Any notice or other document required or permitted to be given or
delivered to the Company shall be delivered at, or sent by certified or
registered mail to, the principal office of the Company, at 000 Xxxxxxxxxx,
#000, Xxxxxxxxxx, Xxxxxxxxx 00000, Attn: PRESIDENT (or such other address as
shall have been furnished to the Warrantholders by the Company); provided,
however, that the failure to deliver such copy shall not affect the validity of
any notice or other document given or delivered as above provided.
SECTION 11. No Rights as Shareholders; Limitation of Liability. This
Warrant shall not entitle any holder hereof to any of the rights of a
shareholder of the Company. No provision hereof, in the absence of affirmative
action by the holder hereof to purchase Common Shares, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the Purchase Price or as a shareholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.
SECTION 12. Law Governing. This Warrant shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware.
SECTION 13. Miscellaneous. This Warrant and any provisions hereof may
be changed, waived, discharged or terminated only by an instrument in writing
signed by the party (or any predecessor in interest thereof) against which
enforcement of the same is sought. The headings in this Warrant are for
purposes of reference only and shall not affect the meaning of construction of
any of the provisions hereof.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer, attested by its duly authorized officer, and to
be dated as of the day of March, 1998.
3CI COMPLETE COMPLIANCE
CORPORATION
BY: /s/ XXXXXXX X. CROCHET
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Xxxxxxx X. Crochet, President
Attest:
/s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Secretary
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3CI COMPLETE COMPLIANCE CORPORATION
SUBSCRIPTION AGREEMENT
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and the purchase thereunder of
_________________ shares of the Company's Common Shares provided for therein
and requests that certificate(s) for such shares be issued in the name(s) of
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(please print name, address, and social security number)
and, if said number of shares shall not be all the shares purchasable
thereunder, that a new Warrant certificate for the balance remaining of the
shares purchasable under the within Warrant be registered in the name of the
undersigned Warrantholder or his assignee as below indicated and delivered to
the address stated below.
Dated: ______________________, 19___
Name of Warrantholder or Assignee
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(please print)
Address:
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Signature:
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Signature Guaranteed: NOTE: THE ABOVE SIGNATURE MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE WITHIN WARRANT IN EVERY
PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER,
UNLESS THE WITHIN WARRANT HAS BEEN
ASSIGNED.
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ASSIGNMENT
(To be signed only upon assignment of this Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
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(name and address of assignee must be printed or typewritten)
the within Warrant, hereby irrevocably constituting and appointing
_________________________, attorney to transfer said Warrant on the books of the
Company with full power of substitution in the premises.
Dated: _________________, 19____
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SIGNATURE OF REGISTERED HOLDER
Signature Guaranteed: NOTE: THE SIGNATURE OF THIS ASSIGNOR
MUST CORRESPOND WITH THE NAME AS IT
APPEARS UPON THE FACE OF THE WITHIN
WARRANT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
