Exhibit 4.8
THE ISSUANCE OF THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE
UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. ACCORDINGLY, NO TRANSFER OF THIS WARRANT OR ANY SHARES
OF COMMON STOCK ISSUABLE OR ISSUED UPON THE EXERCISE HEREOF MAY BE MADE
EXCEPT IN COMPLIANCE WITH SUCH STATUTE AND THE TERMS OF THE WARRANT
AGREEMENT REFERRED TO BELOW, A COPY OF WHICH IS ON FILE AT THE OFFICE OF
GCA CORPORATION.
Void After 4:00 P.M., Boston Time, on September 1, 2002
GCA Corporation Warrant
Number -14- Warrant to Purchase 500,000
Shares of Common Stock
This is to certify that Xxxx Zeiss, Inc., or registered assigns (the
"Holder"), is entitled to purchase from GCA Corporation, a Delaware
corporation (the "Company"), at an exercise price (the "Warrant Price") of
$12.32 per share, at any time prior to 4:00 p.m. (Boston time) on September
1, 2002, 500,000 fully paid and non-assessable shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), subject to
adjustment as hereinafter provided.
1. The rights represented by this Warrant may be exercised by the
Holder hereof at any time or from time to time prior to 4:00 p.m. (Boston
time) on September 1, 2002, as to the whole or any part of the shares of
Common Stock covered hereby, by the surrender of this Warrant, together
with (i) the Subscription Form attached hereto appropriately completed, and
(ii) payment (in cash, by certified check or by wire transfer, in each case
of immediately available funds) of the Warrant Price for the share or
shares of Common Stock so purchased, to the Company at its office at 0
Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 (or at such other office as the
Company may designate by written notice to the holder hereof). Thereupon,
this Warrant shall be deemed to have been exercised and the person
exercising the same shall be deemed to have become a holder of record of
the shares of Common Stock purchased hereunder for all purposes, and
certificates for such shares of Common Stock so purchased shall be
delivered to the purchaser within a reasonable time after this Warrant
shall have been exercised as set forth hereinabove. If this Warrant shall
be exercised in respect of only a part of the shares of Common Stock
subject hereto, the Company shall deliver to the Holder a Warrant
registered in the name of the Holder (or his designee) with respect to that
number of shares of Common Stock in respect of which this Warrant shall not
have been exercised.
2. No certificate for a fraction of a share of Common Stock will be
issued. As to any fractions of a share of Common Stock that would otherwise
be purchasable on exercise of a Warrant, the Company shall make payment in
lieu thereof in an amount of cash equal to the current value of such
fraction computed on the basis of the last reported sale price on the day
upon which the exercise of the Warrant shall have taken place or, in case
no such reported sale takes place on such day, the average of the last
reported bid and asked prices on such day, in either case on the principal
national securities exchange (which, for purposes hereof, shall be deemed
to include the NASDAQ National Market System) on which the Common Stock is
listed or admitted to trading, or if not listed or admitted to trading on
any national securities exchange, the average mean of the bid and asked
prices in the over-the-counter market as reported by the National
Association of Securities Dealers Automated Quotation System, or if such
organization is not in existence, by an organization providing similar
services.
3. Subject to the terms and conditions of the Warrant Agreement, this
Warrant and any interest therein or in the shares of Common Stock issuable
upon exercise thereof is transferable on the books of the Company at its
offices at 0 Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 (or such other
office as the Company may designate by written notice to the holder
hereof), by the Holder hereof in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form attached
hereto, duly executed, whereupon this Warrant (and any interest therein or
in the shares of Common Stock issuable upon exercise hereof) shall be
deemed to have been transferred and the transferee to have become the
holder of record thereof. Promptly following such surrender, the Company
shall issue a new Warrant (or certificate of shares) registered in the name
of the transferee.
4. The rights of the Holder of this Warrant shall be subject to the
following further terms and conditions:
(a) The Warrant Price and the number of shares of Common Stock
purchasable pursuant to this Warrant shall be subject to adjustment from to
time as follows. In case the Company shall (i) declare a dividend or make a
distribution on shares of its Common Stock payable in shares of Common
Stock, or (ii) subdivide or reclassify its outstanding shares of Common
Stock into a greater number of shares of Common Stock (a "stock split"),
the Warrant Price shall be adjusted by multiplying it by a fraction, (A)
the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such stock dividend or stock split, and
(B) and the denominator of which shall be the number of shares of Common
Stock outstanding immediately following such stock dividend or stock split
and the number of shares of Common Stock purchasable upon the exercise of
this Warrant immediately prior thereto shall be multiplied by the inverse
of such fraction. Conversely, in case of any combination, reclassification
or consolidation of the number of outstanding shares of Common Stock into a
lesser number of shares, the Warrant Price shall be adjusted by multiplying
it by a fraction, (x) the numerator of which shall be the number of shares
of Common Stock outstanding immediately prior to such combination,
reclassification or consolidation, and (y) the denominator of which shall
be the number of shares of Common Stock outstanding immediately following
such combination, reclassification or consolidation and the number of
shares of Common Stock purchasable upon the exercise of this Warrant
immediately prior thereto shall be multiplied by the inverse of such
fraction. Such adjustments shall be made successively whenever any event
listed above shall occur.
(b) in case of any reclassification or change in the outstanding
shares of Common Stock (other than a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a
subdivision or combination, but including any change of the shares of
Common Stock into two or more classes or series of common stock), or in
case of any consolidation of the Company with, or merger of the Company
with or into, another Person (other than a consolidation or merger in which
the Company is the continuing entity and which does not result in any
reclassification or change in the outstanding shares of Common Stock), or
in case of any conveyance or transfer to another Person of the property of
the Company as an entirety or substantially as an entirety, the Company, or
such successor purchasing Person, shall provide that the Holder of this
Warrant shall have the right to obtain, upon the same terms and conditions,
the kind and amount of shares and other securities, cash and property that
would have been receivable by such Holder upon such reclassification,
change, consolidation, merger, conveyance or transfer if the rights
represented by such Warrant had been exercised to purchase Common Stock
immediately prior thereto. Such other Person, which shall thereafter be
deemed to be the Company for purposes of this Warrant, shall provide for
adjustments which shall be as nearly equivalent as may be practicable to
the adjustments provided for hereinabove.
(c) In case at any time the Company shall propose
(i) to declare any dividend or make any distribution on
shares of Common Stock payable in shares of Common Stock or fix a record
date for the making of any other distribution (other than a cash dividend)
to all holders of shares of Common Stock; or
(ii) to fix a record date for the issuance of rights or
warrants to all holders of its Common Stock entitling them to purchase any
additional shares or beneficial interest of any class or any other rights
or warrants; or
(iii) to consolidate or merge with or into any Person or
convey or transfer its properties and assets substantially as an entirety
to any Person; or
(iv) to effect any reorganization, reclassification,
liquidation, dissolution, or winding-up of the Company;
then, in any one or more of such cases, the Company shall give 30 days
prior written notice to the 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 on shares of Common Stock, distribution or offering of rights or
warrants, or (B) such consolidation, merger, conveyance, transfer,
reorganization, reclassification, liquidation, dissolution or winding-up
shall take place, as the case may be.
(d) As used in this paragraph 4,
(i) "Common Stock" shall mean the Common Stock of the
Company as constituted on the date hereof, and shares of any class or
classes resulting from any reclassification thereof that have no preference
in respect of dividends or amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which
are not subject to redemption by the Company;
(ii) "Persons" shall mean any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.
(e) Except as otherwise provided herein, the Holder hereof shall
not be entitled on account of holding this Warrant to any rights of a
stockholder of the Company either at law or in equity, or to any notice of
meetings of stockholders or of any other proceedings of the Company.
(f) The Holder of this Warrant shall, upon demand, disclose to
the Company in writing such information as is readily available to the
Holder with respect to direct, indirect, actual and/or constructive
ownership of shares of Common Stock and/or Warrants as the Company may deem
necessary to comply with the provisions of the Internal Revenue Code of
1986 (the "Code") or with the requirements of any other taxing authority.
For the purpose of this subparagraph (f), "ownership" of shares of Common
Stock shall be determined as provided in Section 544 of the Code or any
successor provisions as then in effect and the number of shares of Common
Stock owned shall include all shares of Common Stock that may then be
acquired upon conversion, exchange or exercise of rights under other
securities.
(g) Each Holder of this Warrant shall furnish the Company with
the address to which all notices provided for herein to be given to such
holder shall be sent. The Company shall be entitled for all purposes to
consider the Person in whose name this Warrant is issued as the lawful
owner of this Warrant and is entitled to exercise all his rights hereunder,
and no other Person shall have any rights with respect thereto.
Dated: September 1, 1987 GCA CORPORATION
By
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(Name and Title)
ASSIGNMENT FORM TO BE EXECUTED
UPON TRANSFER OR WARRANT
FOR VALUE RECEIVED, ___________________________________ hereby
sell(s), assign(s) and transfer(s) unto _________________ _________________
the right to purchase _______ shares of Common Stock covered by the within
Warrant, and do hereby irrevocably constitute and appoint said Attorney, to
transfer said right on the books of GCA Corporation, with full power of
substitution in the premises.
Dated: [ ]
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By:
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Title:
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SUBSCRIPTION FORM TO BE EXECUTED
UPON EXERCISE OR WARRANT
The undersigned hereby exercises, according to the terms and
conditions thereof, the right to purchase ___________ shares of Common
Stock evidenced by the within Warrant; and herewith makes payment of the
purchase price in full.
Dated: [ ]
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By:
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Title:
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