E X H I B I T 4(b)
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XXXXXX SCIENCES
WARRANT AGREEMENT
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Xxxxxx Sciences Inc. ("Corporation") hereby grants to Xxxxx X. Xxxx
("Grantee") the right to purchase 20,000 stock warrants ("Warrants") of Common
Stock, $0.10 par value of the Corporation (the "Shares") at $2.83 per warrant
upon the terms and conditions contained in this Agreement.
1. Each Warrant can be converted into one share of Common Stock upon payment
of the exercise price of $22.65.
2. The Warrants will vest in accordance with the following schedule:
January 1, 1996 7,000
January 1, 1997 7,000
January 1, 1998 6,000
3. The Warrants will expire (to the extent not previously exercised) on the
earlier of the fifth anniversary of the date of this Agreement or the date
determined in accordance with Paragraph 5.
4. The Warrants (to the extent then exercisable) may be assigned by Grantee,
in whole or in part, at any time prior to the Expiration Date (defined
above), only to Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxx, Xxxxx X. Xxxx, any of
Grantee's minor children, and Mr. and Xxx. Xxxxxx X. Xxxx, or any of them
(each, a "Permitted Assignee"). Each assignment to a Permitted Assignee is
conditioned on that Permitted Assignee agreeing in writing to abide by the
terms of this Agreement as if he or she were a party hereto. If assigned,
the Warrants (to the extent then exercisable) shall be exercisable, prior
to the Expiration Date, only by a Permitted Assignee or any person taking
from a Permitted Assignee by will or by the laws of descent and
distribution.
5. The Warrants, to the extent they are exercisable on the date of Grantee's
death, may be exercised for a period of 180 days following Grantee's death,
but in no event subsequent to the expiration date of the Warrants, by a
Permitted Assignee or Grantee's legal representative or by the person or
persons to whom Grantee's rights shall pass by will or by the laws of
descent and distribution. Grantee's legal representative or the person or
persons to whom Grantee's right shall pass by will or by the laws of
descent and distribution may not assign the Warrants without the prior
written consent of the Corporation.
6. The Warrants shall be exercised by giving a written notice to the Secretary
of the Corporation. Such notice shall specify the number of Shares to be
purchased, the name in which Grantee desires to have the shares issued,
Grantee's address and Grantee's social security number and shall be
accompanied by payment in full in cash of the aggregate exercise price for
the number of Shares purchased and by the representation required by
Paragraph 10 of this Agreement if the Shares to be issued upon exercise of
the Warrants have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"). Such exercise shall be effective only upon
the actual receipt of such written notice and no rights or privileges of a
shareholder of the Corporation in respect of any of the Shares issuable
upon exercise of any part of the Warrants shall inure to Grantee or any
other person who is entitled to exercise the Warrants unless and until
certificates representing such Shares shall have been issued.
7. Nothing contained in this Agreement, nor any action taken by the
Corporation, shall confer upon Grantee any right with respect to
continuation of Grantee's service as legal counsel for the Corporation.
8. If, upon or as a result of Grantee's exercise of the Warrants, there shall
be payable by the Corporation any amount for income tax withholding,
Grantee will pay such amount to the Corporation to reimburse the
Corporation for such income tax withholding.
9. In purchasing the Warrants granted hereby, Grantee represents as follows:
a) Grantee has carefully reviewed and understand this Agreement and have
been given an opportunity to make further inquires of any personnel of
the Corporation concerning the continuing and proposed operations of
the Corporation; and
b) Grantee has such knowledge and experience in financial matters that
Grantee is capable of evaluating the merits and risks of any
investment in the Warrants and the Shares, and Grantee is able to bear
the economic risk of any investment in the Corporation, even if such
investment should ultimately be determined to be worthless.
10. Grantee is purchasing the Warrants solely for Grantee's own account for
investment and not as a nominee or agent for the benefit of any other
person. Grantee has no present intention to distribute or otherwise resell
the Warrants or the Shares obtained upon exercise of the Warrants, except
as permitted by this Agreement. Grantee understands that neither the
Warrants nor the Shares have been registered under the Securities Act of
1933 (the "Act") or under the laws of any state or other jurisdiction and
that the Company is under no obligation to register the Shares. Without
registration, the Shares may be sold within the United States only in a
private offering or pursuant to Rule 144 (including applicable holding
periods) or another applicable exemption from registration. Grantee
understands that, if then applicable, any certificate evidencing Grantee's
ownership of Shares will be stamped with
2
(i) a legend stating that the Shares have not been registered under the Act
or under the securities laws of any state and setting forth or referring to
the restrictions on transferability and sale of the Shares and (ii) any
legend required under the securities laws of any applicable state. Grantee
further understands that stop-order instructions prohibiting transfer of
the Shares may be issued by the Company as a means of preventing the sale
or transfer of the Shares not in accordance with applicable law.
11. In the event that the outstanding shares of Common Stock of the Corporation
shall be increased by a stock dividend or changed into or exchanged for a
different number or kind of shares of stock or other securities of the
Corporation or of another corporation, whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares or otherwise, the number, price and kind of Shares subject to the
Warrants shall be appropriately adjusted.
12. The Shares issued upon exercise of the Warrants may consist in whole or in
part of shares of the authorized and unissued or reacquired Common Stock of
the Corporation.
13. The Company shall register the Shares under the Securities Act of 1933.
Sincerely yours,
By:/s/Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Chairman of the Board and
Chief Executive Officer
The above is agreed to and accepted:
/s/Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Date: June 6, 1995
3
Pall Corporation
00 Xxxxxx Xxxx Xxxxx-Xxxx Xxxxxxxxxx, XX 00000-XXX
Phone 000-000-0000 - FAX 000-000-0000
February 18, 0000
Xxxxxx Xxxxxxxx
000 Xxxxx Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxx
Dear Xx. Xxxx:
We refer to the Warrant dated June 6, 1995 granted to you by Xxxxxx Sciences,
Inc. ("Xxxxxx") covering 20,000 shares of Xxxxxx Stock at an exercise price of
$22.65 per share. Please be advised that, as a result of the merger of Xxxxxx
with a subsidiary of Pall Corporation ("Pall") at an exchange ratio of 1.3047
shares of Pall Common Stock for each share of Xxxxxx Common Stock, your Warrant
is now exercisable (when fully vested) for 26,094 shares of Pall Common Stock at
an exercise price of $17.3603 per share.
Your Warrant is now vested as to 18,266 Pall shares, will vest as to the
remaining 7,828 Pall shares on January 1, 1998 and will expire on June 6, 2000.
If you have any questions as to the exercise procedure, you may contact me at
000-000-0000, X6238.
Sincerely,
Xxxxx X. Xxxxx
Group Controller
VJP:lm
