EXHIBIT 1.3
THIS PURCHASE WARRANT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED PRIOR TO
______________, 2000. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS
ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
PURCHASE WARRANT PRIOR TO THAT DATE OTHER THAN TO AN OFFICER OR PARTNER OF SUCH
XXXXXX.
NOT EXERCISABLE PRIOR TO ________, 2000. VOID AFTER 5:00 P.M.
MOUNTAIN TIME, ________, 2004.
PURCHASE WARRANT
FOR THE PURCHASE OF UP TO 115,000 SHARES
OF
SFBC INTERNATIONAL, INC.
(A DELAWARE CORPORATION)
THIS CERTIFIES THAT, in consideration of $115.00 aggregate purchase
price duly paid by Xxxxxxxxx Securities, Inc., its successors or assigns as
provided herein (the "Holder"), as registered owner of this Purchase Warrant, to
SFBC International, Inc. (the "Company"), is entitled to at any time or from
time to time at or after ________, 2000 and at or before 5:00 p.m. Mountain
Time, ________, 2004 ("Termination Date"), but not thereafter, to subscribe for,
purchase and receive up to 115,000 Shares ("Shares") of common stock, par value
$.001 per share ("Common Shares") of the Company. This Purchase Warrant is
exercisable at $_____ per Share so purchased ("the Exercise Price"), upon
presentation and surrender of this Purchase Warrant and upon payment of the
Exercise Price for such of the Shares at the principal office of the Company;
provided, however, that upon the occurrence of any of the events specified in
the Statement of Rights of Purchase Warrant, a copy of which is attached as
Annex I hereto and by this reference made a part hereof, the rights granted by
this Purchase Warrant, including the number of Shares to be received upon such
exercise, shall be adjusted as therein specified. If the Termination Date is a
day on which banking institutions are authorized by law to close, then this
Purchase Warrant may be exercised in accordance with the terms herein on the
next succeeding day which is not such a day on which banking institutions are
authorized by law to close. During the period ending on the Termination Date,
the Company agrees not to take any action that would terminate the Purchase
Warrant.
The Exercise Price may be paid in cash, by check or by the surrender to
the Company of that number of the Shares which is calculated by multiplying (i)
the total number of Shares by (ii) the Exercise Price and (iii) dividing the
product by the then-current inside
offer, on the date of exercise, of the underlying securities (the "Cashless
Exercise Price"). The Cashless Exercise Price may be tendered pro rata by the
holder or holders of less than all the Shares hereunder as the case may be.
Upon exercise of this Purchase Warrant, the form of election attached
hereto must be duly executed and the instructions for registration of the Shares
acquired by such exercise must be completed. If the subscription rights
represented hereby shall not be exercised at or before 5:00 p.m., Eastern Time,
on the Termination Date, then, from and after such date and time, this Purchase
Warrant shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire.
The registered Holder of this Purchase Warrant, by its acceptance
hereof, agrees that it will not sell, transfer or assign or hypothecate this
Purchase Warrant prior to ________, 2000 to anyone other than an officer or
partner of such Holder or other firm(s) which shall have participated in the
public offering of the Company's securities (SEC File No. 333-_____) to which
this Purchase Warrant relates. Subsequent to that date, this Purchase Warrant
may be assigned by the Holder in whole or in part by execution by the Holder of
the form of assignment, a copy of which is attached hereto, to certain persons,
including dealers or their officers or partners. In the event of any assignment
made as aforesaid, the Company, upon request and surrender of this Purchase
Warrant by the Holder at the principal office of the Company accompanied by
payment of all transfer taxes, if any, payable in connection therewith, shall
transfer this Purchase Warrant on the books of the Company and shall execute and
deliver a new Purchase Warrant or Purchase Warrants of like tenor to the
appropriate assignee expressly evidencing the right to purchase the aggregate
number of Shares purchasable hereunder or such portion of such aggregate number
as shall be contemplated by any such agreement.
Notwithstanding anything herein to the contrary, each certificate for
securities purchased under this Purchase Warrant shall bear a legend as follows:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933 ("the Act"). The securities
may not be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act, or
pursuant to an exemption from registration under the Act, the
availability of which is to be established to the satisfaction of the
Company."
The Purchase Warrant Holder agrees for itself and all subsequent
owners, that before any disposition is made of any securities purchased pursuant
to the Purchase Warrant, the owner shall give written notice to the Company
describing briefly the manner of any such proposed disposition. The securities
shall not be transferred unless and until (i) the
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Company has received the opinion of counsel for such owners that the securities
may be sold pursuant to an exemption from registration under the Securities Act
of 1933, as amended (the "1933 Act"), or (ii) a Registration Statement relating
to such securities has been filed by the Company and made effective by the
Securities and Exchange Commission (the "Commission").
Subject to the above, this Purchase Warrant may be exercised or
assigned in whole or in part. In the event of the exercise or assignment hereof
in part only, upon surrender of this Purchase Warrant for cancellation, together
with the duly executed exercise or assignment and funds sufficient to pay any
transfer tax, the Company shall cause to be delivered to the Holder without
charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name
of the Holder evidencing the right of the Holder to purchase the number of
Common Shares purchasable hereunder as to which this Purchase Warrant has not
been exercised or assigned.
Upon receipt of the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Purchase Warrant and of reasonably
satisfactory indemnification, the Company shall execute and deliver a new
Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed
and delivered as a result of such loss, theft, mutilation or destruction shall
constitute an additional contractual obligation on the part of the Company.
The Company upon request, and subject to the availability of audited
financial statements which would comply with Regulation S-B or S-X under the
1933 Act, agrees to register expeditiously on one separate occasion the Purchase
Warrant and the securities underlying the Purchase Warrant and will file on such
occasion a registration statement, or Notification under Form 1-A, under the
1933 Act, covering such Purchase Warrant or the securities underlying the
Purchase Warrant within twenty business days after receipt of each such request.
Such request must be made at any time during a period of four years beginning
one year from the effective date of the offering. In connection with the request
the Company shall bear all expenses, one time only, attendant to registering the
securities. The Company agrees to use its best efforts to cause the filing
required herein to become effective to qualify or register the Purchase Warrant
and/or the securities underlying the Purchase Warrant. In addition, for a period
of six years beginning one year after the effective date of the offering, the
holders of the Purchase Warrant shall have the right to include such securities
as part of any other registration of securities, other than on Forms S-4, S-8 or
other inappropriate form, filed by the Company and the Company agrees to give
the holders thereof not less than forty (40) days written notice thereof,
including any terms or conditions, prior to the filing of any such registration
statement with the Commission.
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The Company will also cooperate with the then Holder(s) of the Purchase
Warrant or securities issued upon the exercise of the Purchase Warrant in
preparing and signing any Registration Statement or Notification, in addition to
the registration rights hereinabove provided, required in order to sell or
transfer the Common Shares underlying this Purchase Warrant and will supply all
information required therefor; but such additional Registration or Notification
shall be at the then Holder(s) cost and expense. The Company's agreements with
respect to registration of the securities will continue in effect regardless of
the exercise or surrender of this Purchase Warrant.
In no event shall this Purchase Warrant (or the securities issuable
upon full or partial exercise hereof) be offered or sold except in conformity
with the 1933 Act.
This Purchase Warrant shall be governed by, and construed in accordance
with, the laws of the State of Colorado, without regard to its conflicts of laws
principles.
IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be
signed by its duly authorized officers and to be sealed with the seal of the
Company as of this ____day of _________________, 1999.
SFBC INTERNATIONAL, INC.
By:
---------------------------------
Xxxx Xxxxxxx, President
( S E A L )
ATTEST:
-----------------------------
Secretary
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ANNEX I
SFBC INTERNATIONAL, INC.
STATEMENT OF RIGHTS OF PURCHASE WARRANT
(a) In the event, prior to the expiration of the Purchase Warrant to
which this Statement of Rights is attached ("Warrant") by exercise or by its
terms, the Company shall issue any of its Common Shares as a share dividend or
shall subdivide the number of outstanding Common Shares into a greater number of
shares, then, in either of such events, the then applicable Exercise Price per
share of Common Stock purchasable pursuant to this Warrant in effect at the time
of such action shall be reduced proportionately and the number of shares of the
Common Shares at that time purchasable pursuant to this Warrant shall be
increased proportionately; and, conversely, in the event that the Company shall
reduce the number of outstanding Common Shares by combining such shares into a
smaller number of shares, then, in such event, the then applicable Exercise
Price per Share purchasable pursuant to this Warrant in effect at the time of
such action shall be increased proportionately and the number of Common Shares
at that time purchasable pursuant to this Warrant proportionately shall be
decreased. Any dividend paid or distributed upon the Common Shares in shares of
any other class of the Company or securities convertible into Common Shares
shall be treated as a dividend paid in Common Shares to the extent that the
Common Shares are issuable upon the conversion thereof.
(b) In the event, prior to the expiration of this Warrant by exercise
or by its terms, the Company shall be recapitalized by reclassifying its
outstanding Common Shares (other than into shares with a different par value, or
by changing its outstanding Common Shares to Shares without par value), or in
the event the Company or a successor corporation shall consolidate or merge with
or convey all or substantially all of its, or of any successor corporation's,
property and assets to any other corporation or corporations (any such other
corporation being included within the meaning of the term "successor
corporation" hereinbefore used in the context of any consolidation or merger of
any other corporation with, or the sale of all or substantially all of the
property of any such other corporation to, another corporation or corporations),
or in the event of any other material change in the capital structure of the
Company or of any successor corporation by reason of any reclassification,
reorganization, recapitalization, consolidation, merger, conveyance or
otherwise, then, as a condition of any such reclassification, reorganization,
recapitalization, consolidation, merger or conveyance, a prompt, proportionate,
equitable, lawful and
5
adequate provision shall be made whereby the Holder of this Warrant shall
thereafter have the right to purchase, upon the basis and the terms and
conditions specified in this Warrant, in lieu of the securities of the Company
theretofore purchasable upon the exercise of this Warrant, such shares,
securities or assets as may be issued or payable with respect to or in exchange
for the number of securities of the Company theretofore purchasable upon the
exercise of this Warrant had such reclassification, reorganization,
recapitalization, consolidation, merger or conveyance not taken place; and in
any such event, the rights of the Holder of this Warrant to any adjustment in
the number of Common Shares or Warrants purchasable upon exercise of this
Warrant, as hereinbefore provided, shall continue and be preserved in respect of
any shares, securities or assets which the Holder becomes entitled to purchase.
Notwithstanding anything herein to the contrary, the provisions of this
paragraph (b) shall not apply to a merger with a subsidiary provided the Company
is the continuing corporation and provided further such merger does not result
in any reclassification, capital reorganization or other change of the
securities issuable under this Warrant. The foregoing provisions of this
paragraph (b) shall apply to successive reclassifications, capital
reorganizations and changes of securities and to successive consolidation,
mergers, sales or conveyances.
(c) In the event the Company, at any time while this Warrant shall
remain unexpired and unexercised, shall sell all or substantially all of its
property, or dissolves, liquidates, or winds up its affairs, prompt,
proportionate, equitable, lawful and adequate provision shall be made as part of
the terms of any such sale, dissolution, liquidation, or winding up such that
the Holder of this Warrant may thereafter receive, upon exercise hereof, in lieu
of the securities of the Company which it would have been entitled to receive,
the same kind and amount of any shares, securities or assets as may be issuable,
distributable or payable upon any such sale, dissolution, liquidation or winding
up with respect to each Common Share of the Company; provided, however, that in
the event of any such sale, dissolution, liquidation or winding up, the right to
exercise this Warrant shall terminate on a date fixed by the Company, such date
so fixed to be not earlier than 5:00 p.m., Mountain Time, on the 45th day next
succeeding the date on which notice of such termination of the right to exercise
this Warrant has been given by mail to the Holder of this Warrant at such
Xxxxxx's address as it appears on the books of the Company.
(d) If the Company should at any time or from time to time hereafter
issue or sell any Common Shares (other than the Common Shares which may be
purchased under this Warrant) without consideration or for a consideration per
share less than the portion of the Exercise Price allocable per Common Share
therein in effect immediately prior to the time of such issue or sale, then
forthwith upon such issue or sale, the Exercise Price shall be adjusted to a
price (computed to the nearest cent) determined by dividing the sum of (i) the
number of Common Shares outstanding immediately prior to such issue or sale
multiplied
6
by the portion of the Exercise Price attributable to a Common Share in effect
immediately prior to such issue or sale, and (ii) the consideration, if any,
received by the Company upon such issue or sale, by the total number of Common
Shares outstanding immediately after such issue or sale. For purposes of this
paragraph (d), the following provisions (1) to (5) shall also be applicable.
(1) In case at any time hereafter the Company shall in any
manner grant any right to subscribe for or to purchase, any option for
the purchase of Common Shares or any stock or other securities
convertible into or exchangeable for Common Shares (such convertible or
exchangeable stock or securities being hereinafter referred to as
"Convertible Securities") other than those comprising a portion of this
Warrant, and the minimum price per share for the Common Shares,
pursuant to such rights or option or upon conversion or exchange of
such Convertible Securities (determined by dividing (i) the total
amount, if any, received or receivable by the Company as consideration
for the granting of such rights or options, plus the minimum aggregate
amount of additional consideration payable to the Company upon the
exercise of such rights or options, plus, in the case of such
Convertible Securities, the minimum aggregate amount of additional
consideration, if any, payable upon the conversion or exchange thereof,
by (ii) the total maximum number of Common Shares issuable pursuant to
such rights or options or upon the conversion or exchange of the total
maximum amount of such Convertible Securities issuable upon the
exercise of such rights or options) shall be less than the Exercise
Price in effect immediately prior to the time of the granting of such
rights or options, then the total maximum number of Common Shares
issuable pursuant to such rights or options or upon conversion or
exchange of the total maximum amount of such Convertible Securities
issuable upon the exercise of such rights and options shall (as of the
date of granting of such rights or options) be deemed to be outstanding
and to have been issued for said price per share as so determined;
PROVIDED, that no further adjustment of the Exercise Price shall be
made upon the actual issue of Common Shares so deemed to have been
issued; and FURTHER PROVIDED, that, upon the expiration of such rights
(including rights to convert or exchange) or options, (A) the number of
Common Shares deemed to have been issued and outstanding by reason of
the fact that they were issuable pursuant to such rights or options
(including rights to convert or exchange) were not exercised, shall no
longer be deemed to be issued and outstanding; and (B) the Exercise
Price shall forthwith be adjusted to the price which would have
prevailed had all adjustments been made on the basis of the issue only
of the Common Shares actually issued upon the exercise of such rights
or options or upon conversion or exchange of such Convertible
Securities.
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(2) In case the Company shall in any manner issue or sell any
Convertible Securities, and the minimum price per share for which such
Common Shares are issuable upon conversion or exchange of such
Convertible Securities (determined by dividing (i) the total amount
received or receivable by the Corporation as consideration for the
issue or sale of such Convertible Securities, plus the minimum
aggregate amount of additional consideration, if any, payable to the
Company upon the conversion or exchange of all such Convertible
Securities by (ii) the total maximum number of Common Shares issuable
upon the conversion or exchange of all such Convertible Securities)
shall be less than the Exercise Price in effect immediately prior to
the time of such issue or sale, then the total maximum number of Common
Shares issuable upon conversion or exchange of all such Convertible
Securities shall (as of the date of the issue or sale of such
Convertible Securities) be deemed to be outstanding and to have been
issued for said price per share as so determined; PROVIDED, that no
further adjustment of the Exercise Price shall be made upon the actual
issue of Common Shares so deemed to have been issued; and, FURTHER
PROVIDED, that if any such issue or sale of such Convertible Securities
is made upon exercise of any right to subscribe for or to purchase or
any option to purchase any such Convertible Securities for which an
adjustment of the Exercise Price has been or is to be made pursuant to
other provisions of this paragraph (d) no further adjustment of the
Exercise Price shall be made by reason of such issue or sale; and,
FURTHER PROVIDED, that, upon the termination of the right to convert or
to exchange such Convertible Securities for Common Shares, (A) the
number of Common Shares deemed to have been issued and outstanding by
reason of the fact that they were issuable upon conversion or exchange
of any such Convertible Securities, which were not so converted or
exchanged, shall no longer be deemed to be issued and outstanding, and
(B) the Exercise Price shall forthwith be adjusted to the price which
would have prevailed had all adjustments been made on the basis of the
issue only of the number of Common Shares actually issued upon
conversion or exchange of such Convertible Securities.
(3) In case any Common Shares or Convertible Securities or any
rights or options to purchase any such stock or securities shall be
issued solely for cash, the consideration received therefor, after
deducting therefrom any commission or other expenses paid or incurred
by the Company for any underwriting of, or otherwise in connection
with, the issuance thereof, shall be deemed to be the amount received
by the Company therefor. In case any Common Shares or Convertible
Securities or any rights or options to purchase any such stock or
securities shall be issued for a consideration part or all of which
shall be other than cash, then, for the purpose of this paragraph (d),
the Board of Directors of the Company shall determine the fair value of
such consideration, which is not cash, irrespective of accounting
treatment,
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and such Common Shares, Convertible Securities, rights or options shall
be deemed to have been issued for an amount of cash equal to the value
of such consideration other than cash so determined by the Board of
Directors plus any cash received therefor. The reclassification of
securities other than Common Shares into securities including Common
Shares shall be deemed to involve the issuance for a consideration
other than cash of such Common Shares immediately prior to the close of
business on the date fixed for the determination of security holders
entitled to receive such Common Shares. In case any Common Shares or
Convertible Securities or any rights or options to purchase any such
stock or other securities shall be issued together with other stock or
securities or other assets of the Company for a consideration which
includes both, the Board of Directors of the Company shall determine
what part of the consideration so received is to be deemed to be
consideration for the issue of such Common Shares, Convertible
Securities, rights or options.
(4) For purposes of paragraphs (a) and (d), in case the
Company shall take a record of the holders of any Common Shares for the
purpose of entitling them (i) to receive a dividend or other
distribution payable in Common Shares or in Convertible Securities, or
(ii) to subscribe for or purchase Common Shares or Convertible
Securities, then such record date shall be deemed to be the date of the
issue or sale of the Common Shares deemed to have been issued or sold
upon the declaration of such dividend or the making of such other
distribution or the date of the granting of such right of subscription
or purchase, as the case may be.
(5) For the purpose of this paragraph (d), Common Shares at
any relevant time owned or held by, or for the account of, the Company
shall not be deemed outstanding.
Anything in this paragraph (d) or paragraph (a), above, to the contrary
notwithstanding, the Company shall not be required to give effect to any
adjustment in the Exercise Price of less than one cent, but when the cumulative
net effect of more than one adjustment so determined shall be to change the
actual Exercise Price by at least one cent, such change in the Exercise Price
shall thereupon be given effect.
(e) Upon any exercise of this Warrant by the Holder, the Company shall
not be required to deliver fractions of any securities; but prompt,
proportionate, equitable, lawful and adequate adjustment in the Exercise Price
payable by the Holder shall be made in respect of any such fraction of any
securities on the basis of the Exercise Price per Unit then applicable upon the
exercise of this Warrant.
9
(f) In the event, prior to the expiration of this Warrant by exercise
or by its terms, the Company shall determine to take a record of its securities
holders for the purpose of determining securities holders entitled to receive
any share dividend, distribution or other right which will cause any change or
adjustment in the number, amount, price or nature of the Common Shares or other
shares, securities or assets deliverable upon the exercise of this Warrant
pursuant to the foregoing provisions, the Company shall specify the date as of
which such record is to be taken; the purpose for which such record is to be
taken; and the number, amount, price and nature of the Common Shares or other
shares, securities or assets which will be deliverable upon exercise of this
Warrant after the action for which such record will be taken has been
consummated.
(g) The Company may deem and treat the registered Holder of this
Warrant at any time as the absolute owner hereof for all purposes, and the
Company shall not be affected by any notice to the contrary.
(h) Whenever the Exercise Price shall be adjusted as required by the
provisions of paragraphs (a) or (d) hereof, the Company shall forthwith file in
the custody of its Secretary or Assistant Secretary at its principal office, and
with its stock transfer agent, if any, an officer's certificate showing the
adjusted Exercise Price determined as herein provided and setting forth in
reasonable detail the facts requiring such adjustment. Each such officer's
certificate shall be made available at all reasonable times for inspection by
the Holder and the Company shall, forthwith after each such adjustment, deliver
a copy of such certificate to the Holder. Such certificate shall be conclusive
as to the correctness of such adjustment.
(i) This Warrant shall not entitle the Holder hereof to any of the
rights of shareholders or to any dividend declared upon the Common Shares unless
the Holder shall have exercised this Warrant and purchased the Common Shares
prior to the record date fixed by the Board of Directors of the Company for the
determination of holders of Common Shares entitled to such dividend or other
right.
(j) This Warrant is subject in all respects to the terms and provisions
of that certain Underwriting Agreement dated _________, 1999, by and between the
Company and Xxxxxxxxx Securities, Inc., the Representative of the several
underwriters therein and the initial Holder hereof, relating to a public
offering of the Company's shares of Common Stock and Common Stock Purchase
Warrants.
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FORM TO BE USED TO EXERCISE WARRANT:
SFBC INTERNATIONAL, INC.
00000 XXXXXXXX XXXXXXXXX
XXXXX XXXXX, XXXXXXX 00000
Date:___________________, ______
The Undersigned hereby elects irrevocably to exercise that
certain Purchase Warrant dated ________________, 1999 and to purchase __________
Shares of SFBC International, Inc. called for thereby, and hereby makes payment
of $________________ (at the rate of $__________ per Unit) in payment of the
Exercise Price pursuant thereto or the surrender herewith of the Purchase
Warrant to purchase _______ Shares in consideration of the Cashless Exercise
Price pursuant thereto, as the case may be. Please issue the Shares as to which
this Warrant is exercised in accordance with the instructions given below.
----------------------------------
Signature
-----------------------------------
Signature Guaranteed
INSTRUCTIONS FOR REGISTRATION OF COMMON SHARES
Name________________________________________________________
(Print in Block Letters)
Address______________________________________________________
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FORM TO BE USED TO ASSIGN WARRANT:
ASSIGNMENT
(To be executed by the registered Holder to effect a transfer of the
within Warrant:)
FOR VALUE RECEIVED,_________________________________ does
hereby sell, assign and transfer unto______________________________ the right to
purchase ____________ Shares of SFBC International, Inc. evidenced by that
certain Purchase Warrant dated ________________________ and does hereby
irrevocably constitute and appoint ____________________________ attorney to
transfer such right on the books of such Company with full power of substitution
in the premises.
Dated: ________________, _____.
---------------------------
Signature
---------------------------
Signature Guaranteed
NOTICE: The signature to the form to exercise or form to assign must
correspond with the name as written upon the face of the within Warrant in every
particular without alteration or enlargement or any change whatsoever, and must
be guaranteed by a bank, other than a savings bank, or by a trust company or by
a firm having membership on a registered national securities exchange.
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