Exhibit 4.2
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED UNLESS IT IS REGISTERED UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE
THEREUNDER.
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Date: September 28, 1998
WARRANT TO PURCHASE
150,000 SHARES OF COMMON STOCK OF
INTEGRA LIFESCIENCES CORPORATION
Void after 5:00 P.M. (Eastern Time) on the
Expiration Date (as defined herein)
THIS CERTIFIES that GWC Health, Inc., a New Jersey corporation (the
"Warrant Holder"), or registered assigns, is entitled to purchase from INTEGRA
LIFESCIENCES CORPORATION (the "Company"), a Delaware corporation, at any time
after the date hereof and until 5:00 P.M. (Eastern Time) on the Expiration
Date, One Hundred Fifty Thousand (150,000) fully paid and nonassessable shares
of Common Stock of the Company, $.01 par value per share (the "Common Stock"),
at a purchase price of $7.00 per share, in each case subject to adjustment as
provided in Section 6 hereof.
1. Definitions. For the purpose of this Warrant:
(a) "Expiration Date" shall mean December 31, 2002.
(b) "Warrant Price" shall mean the price per share at which shares of
Common Stock of the Company are purchasable hereunder, as such price may be
adjusted from time to time hereunder.
(c) "Warrant Shares" shall mean the Common Stock purchased upon
exercise of Warrants.
(d) "Warrants" shall mean this original Warrant to purchase Common
Stock of the Company and any and all Warrants which are issued in exchange or
substitution for the Warrant pursuant to the terms of that Warrant.
2. Method of Exercise of Warrants. This Warrant may be exercised at
any time after the date hereof and prior to 5:00 P.M. (Eastern Time) on the
Expiration Date, in whole or in part (but not as to fractional shares), by the
surrender of the Warrant, manually or by facsimile transmission, with the
Purchase Agreement attached hereto as Exhibit A properly completed and duly
executed, at the principal office of the Company at 000 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxxxx 00000, facsimile number (000) 000-0000, or such other
location which shall at that time be the principal office of the Company (the
"Principal Office"), and upon payment to it by certified check or bank draft
or wire transfer of immediately available funds to the order of the Company of
the purchase price for the shares to be purchased upon such exercise. The
person entitled to the shares so purchased shall be treated for all purposes
as the holder of such shares as of the close of business on the date of
exercise and certificates for the shares of stock so purchased shall be
delivered to the person so entitled within a reasonable time, not exceeding
thirty (30) days, after such exercise. Unless this Warrant has expired, a new
Warrant of like tenor and for such number of shares as the holder of this
Warrant shall direct, representing in the aggregate the right to purchase a
number of shares with respect to which this Warrant shall not have been
exercised, shall also be issued to the holder of this Warrant within such
time.
3. Exchange. This Warrant is exchangeable, upon the surrender thereof
by the holder thereof at the Principal Office of the Company, for new Warrants
of like tenor registered in such holder's name and representing in the
aggregate the right to purchase the number of shares purchasable under the
Warrant being exchanged, each of such new Warrants to represent the right to
subscribe for and purchase such number of shares as shall be designated by
said holder at the time of such surrender.
4. Transfer. Subject to restrictions on transfer set forth herein,
this Warrant is transferable, in whole or in part, at the Principal Office of
the Company by the holder thereof, in person or by duly authorized attorney,
upon presentation of this Warrant, properly endorsed, for transfer. Each
holder of this Warrant, by holding it, agrees that the Warrant, when endorsed
in blank, may be deemed negotiable, and that the holder thereof, when the
Warrant shall have been so endorsed, may be treated by the Company and all
other persons dealing with the Warrant as the absolute owner thereof for any
purpose and as the person entitled to exercise the rights represented by the
Warrant, or to the transfer thereof on the books of the Company, any notice to
the contrary notwithstanding.
5. Certain Covenants of the Company. The Company covenants and agrees
that all shares which may be issued upon the exercise of this Warrant, will,
upon issuance, be duly authorized and validly issued, fully paid and
nonassessable and free and clear of any liens or encumbrances whatsoever. The
Company covenants and agrees that none of the shares which may be issued upon
the exercise of this Warrant will, upon issuance, be in violation of or
subject to any preemptive rights of any person. The Company further covenants
and agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized, and
reserved for the purpose of issue upon exercise of the purchase rights
evidenced by this Warrant, a sufficient number of shares of its Common Stock
to provide for the exercise of the rights represented by this Warrant.
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6. Adjustment of Purchase Price and Number of Shares. The number and
kind of securities purchasable upon the exercise of the Warrants and the
Warrant Price shall be subject to adjustment from time to time upon the
happening of certain events as follows:
(a) Reclassification, Consolidation or Merger. At any time while the
Warrants remain outstanding and unexpired, in case of any reclassification or
change of outstanding securities issuable upon exercise of the Warrants (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 of
outstanding securities issuable upon the exercise of the Warrants) or in case
of any consolidation or merger of the Company with or into another corporation
(other than a merger with another corporation in which the Company is a
continuing corporation and which does not result in any reclassification or
change of rights of outstanding securities issuable upon exercise of the
Warrants, 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 of outstanding securities issuable upon exercise of the Warrants),
the Company, or such successor corporation, as the case may be, shall, without
payment of any additional consideration therefor, execute new Warrants
providing that the holders of the Warrants shall have the right to exercise
such new Warrants (upon terms not less favorable to the holders than those
then applicable to the Warrants) and to receive upon such exercise, in lieu of
each share of Common Stock or other security theretofore issuable upon
exercise of the Warrants, the kind and amount of shares of stock, other
securities, money or property receivable upon such reclassification, change,
consolidation or merger by the holder of one share of Common Stock or other
security issuable upon exercise of the Warrants had the Warrants been
exercised immediately prior to such reclassification, change, consolidation or
merger. Such new Warrants shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in
this Section 6. The provisions of this subsection 6(a) shall similarly apply
to successive reclassifications, changes, consolidations and mergers.
(b) Subdivision or Combination of Shares. If the Company at any time
while the Warrants remain outstanding and unexpired shall subdivide or combine
its Common Stock, (i) the Warrant Price shall be proportionately reduced, and
the number of shares of Common Stock for which this Warrant may be exercised
shall be proportionately increased, in case of subdivision of such shares, as
of the effective date of such subdivision, or, if the Company shall take a
record of holders of its Common Stock for the purpose of so subdividing, as of
such record date, whichever is earlier, or (ii) the Warrant Price shall be
proportionately increased, and the number of shares of Common Stock for which
this Warrant may be exercised shall be proportionately reduced, in the case of
combination of such shares, as of the effective date of such combination, or,
if the Company shall take a record of holders of its Common Stock for the
purpose of so combining, as of such record date, whichever is earlier.
(c) Stock Dividends. If the Company at any time while the Warrants
are outstanding and unexpired shall pay a dividend in shares of, or make other
distribution of shares of, its Common Stock, then the Warrant Price shall be
adjusted, as of the date the Company shall take a record of the holders of its
Common Stock for the purpose of receiving such dividend or other distribution
(or if no such record is taken, as at the date of such payment or other
distribution), to that price determined by multiplying the Warrant Price in
effect immediately prior to such payment or other distribution by a fraction
(i) the numerator of which shall be the
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total number of shares of Common Stock outstanding immediately prior to such
dividend or distribution, and (ii) the denominator of which shall be the total
number of shares of Common Stock outstanding immediately after such dividend
or distribution (the "Fraction"), and the number of shares of Common Stock
issuable upon exercise of this Warrant shall be adjusted by multiplying such
number by the reciprocal of the Fraction. The number of shares of Common Stock
at any time outstanding shall not include any shares thereof then directly or
indirectly owned or held by or for the account of the Company or any
wholly-owned subsidiary. The provisions of this subsection 6(c) shall not
apply under any of the circumstances for which an adjustment is provided in
subsections 6(a) or 6(b).
(d) Liquidating Dividends, Etc. If the Company at any time while the
Warrants are outstanding and unexpired makes a distribution of its assets to
the holders of its Common Stock as a dividend in liquidation or by way of
return of capital or other than as a dividend payable out of earnings or
surplus legally available for dividends under applicable law or any
distribution to such holders made in respect of the sale of all or
substantially all of the Company's assets (other than under the circumstances
provided for in the foregoing subsections 6(a) through 6(c)), the Warrant
Holder shall be entitled to receive upon the exercise hereof, in addition to
the shares of Common Stock receivable upon such exercise, and without payment
of any consideration other than the Warrant Price, an amount of such assets so
distributed equal to the value of such distribution per share of Common Stock
multiplied by the number of shares of Common Stock which, on the record date
for such distribution, are issuable upon exercise of this Warrant (with no
further adjustment being made following any event which causes a subsequent
adjustment in the number of shares of Common Stock issuable upon the exercise
hereof), and an appropriate provision therefor shall be made a part of any
such distribution. The value of a distribution which is paid in other than
cash shall be determined by an independent appraiser designated by the Board
of Directors of the Company.
(e) Notice of Adjustments. Whenever the Warrant Price or the number
of shares of Common Stock purchasable under the terms of this Warrant at the
Warrant Price shall be adjusted pursuant to this Section 6, the Company shall
promptly prepare a certificate signed by its President or a Vice President and
by its Treasurer or Assistant Treasurer or its Secretary or Assistant
Secretary, setting forth in reasonable detail the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Company's
Board of Directors made any determination hereunder), and the Warrant Price
and number of shares of Common Stock purchasable at that Warrant Price after
giving effect to such adjustment, and shall promptly cause copies of such
certificate to be mailed (by first class and postage prepaid) to the
registered holder of this Warrant.
7. Fractional Shares. No fractional shares of the Company's Common
Stock will be issued in connection with any purchase hereunder but in lieu of
such fractional shares, the Company shall make a cash refund therefor equal in
amount to the product of the applicable fraction multiplied by the Warrant
Price paid by the holder for its Warrant Shares upon such exercise.
8. Loss, Theft, Destruction or Mutilation. Upon receipt by the
Company of evidence reasonably satisfactory to it that any Warrant has been
mutilated, destroyed, lost or stolen, and in the case of any destroyed, lost
or stolen Warrant, a bond of indemnity reasonably
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satisfactory to the Company, or in the case of a mutilated Warrant, upon
surrender and cancellation thereof, the Company will execute and deliver in
the Warrant Holder's name, in exchange and substitution for the Warrant so
mutilated, destroyed, lost or stolen, a new Warrant of like tenor
substantially in the form thereof with appropriate insertions and variations.
9. Headings. The descriptive headings of the several sections of this
Warrant are inserted for convenience only and do not constitute a part of this
Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer on the date of this Warrant.
INTEGRA LIFESCIENCES CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Exhibit A
PURCHASE AGREEMENT
Date:
TO:
The undersigned, pursuant to the provisions set forth in the attached
Warrant, hereby agrees to purchase ______ shares of Common Stock covered by such
Warrant, and makes payment herewith in full therefor at the price per share
provided by this Warrant.
Signature:
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Address:
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ASSIGNMENT
For Value Received, ________________________________________
hereby sells, assigns and transfers all of the rights of the undersigned under
the within Warrant, with respect to the number of shares of Common Stock
covered by such Warrant, to:
NAME OF ASSIGNEE ADDRESS NO. OF SHARES
Dated: Signature:
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Witness:
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