EXHIBIT 4.2
CALAVO GROWERS, INC.
SUBSCRIPTION WARRANT FOR RIGHTS OFFERING
FOR HOLDERS OF RECORD ON [_______], 2002
$5.00
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Subscription Warrant Number Subscription Price Per Share Number of Subscription Rights
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Name and Address of Shares Owned on Record Date
Shareholder
Calavo Growers, Inc. (the "COMPANY") is conducting an offering (the
"RIGHTS OFFERING") of 1,000,000 shares of its common stock, par value $0.001 per
share (the "COMMON STOCK"), at a subscription price of $5.00 per share, pursuant
to non-transferable subscription rights (the "RIGHTS") distributed to all
holders of record of shares of Common Stock as of the close of business on
[_______], 2002 (the "RECORD DATE"). As the registered owner of this
Subscription Warrant, you are entitled to the number of Rights shown on the top
of this Subscription Warrant. You were issued one Right for every 11.836 shares
of Common Stock that you held on the Record Date. If the number of shares of
Common Stock held by you on the Record Date would have resulted in the issuance
of fractional Rights, the number of Rights issued to you was rounded down to the
nearest whole number. No cash will be paid for fractional Rights.
Each Right that you have been issued entitles you to subscribe for and
purchase one share of Common Stock. This is referred to as the "BASIC
SUBSCRIPTION PRIVILEGE." You are not required to purchase any shares, or you may
elect to purchase some or all of the shares that are covered by the Basic
Subscription Privilege. If you fully exercise your Basic Subscription Privilege,
you are eligible to subscribe for and purchase any additional shares of Common
Stock that are offered in the Rights Offering but that are not purchased by
other Rights holders. This is referred to as the "OVERSUBSCRIPTION PRIVILEGE,"
and the subscription price of shares covered by the Oversubscription Privilege
is also $5.00 per share. If oversubscription requests exceed available shares,
the available shares will be allocated pro rata among subscribing shareholders
based on the number of shares that each person purchased under the Basic
Subscription Privilege. Your election to exercise the Oversubscription Privilege
must be made at the time you exercise the Basic Subscription Privilege.
This Subscription Warrant (or the enclosed Notice of Guaranteed
Delivery), together with payment in full of the subscription price, must be
received by the Company's subscription agent, U.S. Stock Transfer Corporation,
prior to 5:00 p.m., Pacific Daylight Time, on [_______], 2002, unless such
expiration date is extended in the sole discretion of the Company (as it may be
extended, the "EXPIRATION DATE"). Any Rights not exercised prior to 5:00 p.m.,
Pacific Daylight Time, on the Expiration Date will be null and void. The address
of U.S. Stock Transfer Corporation is ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, and its telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Delivery of this
Subscription Warrant by facsimile will not constitute valid delivery.
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Your Rights are not transferable, except by operation of law in the
event of the death of the record holder of this Subscription Warrant or the
dissolution of a record holder that is a corporation, partnership, or other
entity. For questions about the exercise of Rights in such event, please contact
U.S. Stock Transfer Corporation.
FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE
RIGHTS OFFERING, PLEASE REVIEW THE ENCLOSED PROSPECTUS DATED [_______], 2002
(THE "PROSPECTUS"), WHICH IS INCORPORATED HEREIN BY REFERENCE. AN ADDITIONAL
COPY OF THE PROSPECTUS MAY BE OBTAINED FROM U.S. STOCK TRANSFER CORPORATION.
TO EXERCISE SOME OR ALL OF YOUR RIGHTS, YOU MUST COMPLETE THE REVERSE
SIDE OF THIS SUBSCRIPTION WARRANT AND RETURN THE COMPLETED SUBSCRIPTION WARRANT
AND PAYMENT OF THE FULL SUBSCRIPTION PRICE TO U.S. STOCK TRANSFER CORPORATION.
YOU MUST ALSO COMPLETE THE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE OF THIS
SUBSCRIPTION WARRANT.
Dated: ___________, 2002 CALAVO GROWERS, INC.
By: By:
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▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Chairman of the Board, President Vice President, Finance and
and Chief Executive Officer Corporate Secretary
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EXERCISE AND SUBSCRIPTION
The undersigned hereby irrevocably subscribes for the shares of Common
Stock specified below on the terms and conditions set forth in the Prospectus,
receipt and review of which hereby are acknowledged. The undersigned
acknowledges that his or her election may not be amended or revoked.
(a) Number of whole shares subscribed for:
(i) Pursuant to Basic Subscription
Privilege (Not to exceed the number of
Rights on the reverse side of this
Subscription Warrant): shares (Line 1)
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(ii) Pursuant to Oversubscription Privilege
(No limitation, but exercisable only if
the Basic Subscription Privilege is fully
exercised): shares (Line 2)
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(iii) Total (sum of Lines 1 and 2): shares (Line 3)
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(b) Total subscription price (Number of shares on $ (Line 4)*
Line 3 x $5.00): ----------
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* If the aggregate amount enclosed or transmitted is not sufficient to pay
the subscription price for the number of shares shown in Line 3, or if
the number of shares being subscribed for is not specified, the number
of shares subscribed for will be assumed to be the maximum number that
could be subscribed for upon payment of such amount. If the number of
shares to be subscribed for pursuant to the Oversubscription Privilege
is not specified and the amount enclosed or transmitted exceeds in
aggregate the subscription price for all shares payable upon exercise of
the Basic Subscription Privilege with respect to all Rights represented
by this Subscription Warrant (the "SUBSCRIPTION EXCESS"), the Rights
holder exercising this Subscription Warrant will be deemed to have
exercised the Oversubscription Privilege to purchase, to the extent
available, that number of whole shares of Common Stock equal to the
quotient obtained by dividing the Subscription Excess by $5.00, subject
to proration as described in the Prospectus. To the extent any portion
of the aggregate subscription price enclosed or transmitted remains
after the foregoing procedures, such funds will be mailed to the Rights
holder, without interest, as soon as practicable. No fractional shares
will be issued.
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(c) Method of Payment (Check appropriate box):
[ ] Personal check, certified check, or cashier's check drawn
on a U.S. bank, or a U.S. postal or express money order,
and made payable to the order of U.S. Stock Transfer
Corporation, as Subscription Agent; or
[ ] Wire transfer directed to the Pacific Western Bank, Santa
Monica, California, ABA No. 122 238 200, Account No.
004-900405, for the benefit of U.S. Stock Transfer
Corporation as agent for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. Indicate
the name of the institution wire transferring funds:
__________________________________________.
(d) [ ] Check here if Rights are being exercised pursuant
to a Notice of Guaranteed Delivery delivered to U.S.
Stock Transfer Corporation prior to the date of this
Subscription Warrant, and complete the following:
Date of Execution of Notice of Guaranteed
Delivery:
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Name of Institution Which Guaranteed
Delivery:
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RIGHTS HOLDER'S SIGNATURE
The following signature(s) must correspond exactly with the name of the
registered holder that appears on the reverse side of this Subscription Warrant.
Date: , 2002
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Signature
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Signature
If this Subscription Warrant is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, limited
liability company or other entity, or another person acting in a fiduciary or
representative capacity, please provide the following information. See the
Instructions that accompany this Subscription Warrant.
Name:
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Capacity:
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Address:
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Telephone Number:
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Tax Identification or
Social Security Number:
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Address for mailing of stock certificate or any refund of subscription
funds pursuant to the Prospectus if different from the address shown on the face
of this Subscription Warrant.
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SUBSTITUTE FORM W-9
PAYER'S NAME: CALAVO GROWERS, INC.
(SEE THE INSTRUCTIONS THAT ACCOMPANY THE SUBSCRIPTION WARRANT.)
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To prevent backup withholding of 30% on any cash payments made to you
with respect to shares of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. Common Stock, you are required to
notify the Company of your correct Taxpayer Identification Number ("TIN") by
signing below and certifying that the TIN provided on this Substitute Form W-9
is correct (or that you are awaiting a TIN).
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PART I -- Please provide your Social Security Number OR Employer
TIN in the box at the right Identification Number
and certify by signing and dating below.
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PART II - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
("IRS") that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
Certification instructions. You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.
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Signature Date
TO BE SIGNED BY THE PERSON OR ENTITY WHOSE NAME AND ADDRESS APPEAR ABOVE ON THE
SUBSCRIPTION WARRANT.
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YOU MUST COMPLETE THE FOLLOWING IF YOU ARE WAITING FOR A TAXPAYER
IDENTIFICATION NUMBER TO BE ISSUED TO YOU.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days, 30% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
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Signature Date
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