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EXHIBIT 4.2
THIS WARRANT SHALL BE NON-TRANSFERABLE, EXCEPT IN THE CASE OF THE HOLDER'S
DEATH, AND THEREUPON ONLY BY WILL OR UNDER THE LAWS OF DESCENT AND DISTRIBUTION.
UPON THE DEATH OF THE HOLDER, THE DECEASED HOLDER'S LEGAL OR PERSONAL
REPRESENTATIVE, OR ANY PERMITTED TRANSFEREE OF THIS WARRANT SHALL, WITHIN 30
DAYS OF THE HOLDER'S DEATH, NOTIFY THE COMPANY OF SUCH EVENT AND THE NEW
HOLDER'S NAME, ADDRESS AND CAPACITY IN WHICH THIS WARRANT IS HELD. SUCH
PERMITTED TRANSFEREE WILL BE SUBJECT TO, AND BOUND BY, THE TERMS AND PROVISIONS
OF THIS WARRANT TO THE SAME EXTENT AS THE ORIGINAL HOLDER.
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
SATILLA FINANCIAL SERVICES, INC.
DATE OF INITIAL ISSUANCE: __________________, 1999
THIS CERTIFIES THAT, for value received, _____________________________
(the "Holder") is entitled to purchase, subject to the exercise and other
provisions of this Warrant, from Satilla Financial Services, Inc. (the
"Company") at any time prior to March 31, 2009, up to _______________ shares (as
such number of shares may be adjusted in accordance with Section 2 hereof, the
"Warrant Shares") of the Company's common stock, par value $.01 per share (the
"Common Stock"), at any time and from time to time, in whole or in part, at an
exercise price per share of $10.00 (subject to adjustment as provided in Section
2 hereof, the "Exercise Price"). This Warrant shall expire on March 31, 2009.
SECTION 1. EXERCISE OF WARRANT.
1.1. Vesting. The Holder's rights under this Warrant are fully
vested as of the date hereof.
1.2. Exercisability. This Warrant shall become exercisable on the
third anniversary of date hereof, unless required pursuant to Section 3.4
hereof.
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1.3. Procedure for Exercise of Warrant.
(a) To exercise this Warrant in whole or in part, the Holder shall
deliver to the Company at any time prior to March 31, 2009: (i) a completed and
signed Notice of Exercise (including the Substitute Form W-9, which forms a part
thereof), as attached hereto as Schedule A; (ii) cash or a certified or official
bank check, payable to the order of the Company in the amount of the aggregate
Exercise Price for the Warrant Shares being purchased; and (iii) this Warrant.
Upon irrevocable payment in good collected funds of the aggregate Exercise Price
(rounded up to the nearest cent) for the Warrant Shares being purchased, the
Holder shall be deemed to be the holder of record of such Warrant Shares,
notwithstanding that the stock transfer books of the Company may then be closed
or that certificates representing such Warrant Shares may not then be actually
delivered to the Holder.
(b) The Company shall, as promptly as practicable after completion of
the actions specified in Section 1.3(a), cause to be executed, and deliver to
the Holder a certificate representing the aggregate number of Warrant Shares
specified in the Notice of Exercise. Each stock certificate so delivered shall
be in such denomination as may be requested by the Holder and shall be
registered in the name of the Holder. If this Warrant shall have been exercised
only in part, the Company shall, at the time of delivery of said stock
certificate or certificates, deliver to the Holder a new Warrant evidencing the
right of the Holder to purchase the remaining shares of Common Stock covered by
this Warrant. The Company shall pay all expenses, stock transfer taxes and other
charges payable in connection with the preparation, execution and delivery of
such stock certificates.
1.4. Restrictive Legend. Each certificate for Warrant Shares shall
contain the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO:
(I) THE PROVISIONS OF THE WARRANT AGREEMENT, DATED AS OF ____________,
1999, BY AND BETWEEN SATILLA FINANCIAL SERVICES, INC. AND THE HOLDER OF
SUCH WARRANT AGREEMENT, AND (II) THE RESALE RESTRICTIONS OF RULE 144 OF
THE SECURITIES ACT OF 1933, AS AMENDED, AS THEY RELATE TO AFFILIATES OF
THE COMPANY, A SUMMARY OF WHICH RESTRICTIONS ARE INCLUDED IN THE
COMPANY'S PROSPECTUS, DATED ________________, 1999, COVERING THE OFFER
AND SALE OF THE WARRANT. COPIES OF THE WARRANT AND A SUMMARY
DESCRIPTION OF SUCH RESALE RESTRICTIONS MAY BE OBTAINED FROM THE
COMPANY."
1.5. Character of Warrant Shares. The Company represents and warrants
that all Warrant Shares shall be duly authorized, validly issued, and, upon
payment of the Exercise Price therefor, fully paid and nonassessable.
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SECTION 2. CERTAIN ADJUSTMENTS
2.1. Stock Dividends, Subdivisions and Combinations. If at any time the
Company shall:
(i) establish a record date for the determination of holders
of record of its Common Stock for the purpose of entitling them to
receive a dividend payable in, or other distribution of, additional
Shares of the Company's Common Stock,
(ii) subdivide its outstanding shares of Common Stock into a
larger number of shares of Common Stock, or
(iii) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock,
then (I) the Warrant Shares for which this Warrant is exercisable immediately
after the occurrence of any such event shall be adjusted to equal the number of
shares of Common Stock which a record holder of the same number of shares of
Common Stock for which this Warrant is exercisable immediately prior to the
occurrence of such event would own or be entitled to receive after the happening
of such event, and (II) the Exercise Price shall be adjusted to equal (x) the
Exercise Price multiplied by the Warrant Shares for which this Warrant is
exercisable immediately prior to the adjustment divided by (y) the Warrant
Shares for which this Warrant is exercisable immediately after such adjustment.
2.2. Adjustment Procedures. The following provisions shall be
applicable to adjustments to be made pursuant to Section 2.1 hereof:
(a) When Adjustments to be Made. The adjustments required by
this Section 2 shall be made whenever and as often as any event
requiring an adjustment shall occur. For the purpose of any such
adjustment, any event shall be deemed to have occurred at the close of
business on the date of its occurrence.
(b) Fractional Interests. In computing adjustments under this
Section 2, fractional interests in the Common Stock shall be taken into
account to the nearest 1/10th of a share. In no event, however, shall
fractional shares or scrip representing fractional shares be issued
upon the exercise of this Warrant. In lieu thereof, a cash payment
shall be made to the Holder in an amount equal to such fraction
multiplied by the Exercise Price per share.
(c) When Adjustment Not Required. If the Company shall
establish a record date for the determination of the holders of record
of the Common Stock for the purpose of entitling such holders to
receive a dividend payable in Common Stock and shall, thereafter and
before the distribution to shareholders thereof, legally abandon its
plan to pay or deliver such dividend, then no adjustment shall be
required by reason of the
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establishment of such record date and any such adjustment previously
made in respect thereof shall be rescinded and annulled.
2.3. Reorganization, Reclassification, Merger, Consolidation or
Share Exchange. If the Company at any time reorganizes or reclassifies the
outstanding shares of Common Stock (other than a change in par value, or from no
par value to par value, or from par value to no par value, or as a result of a
subdivision or combination) or consolidates with, merges into, or effects a
share exchange with, another corporation (where the Company is not the
continuing corporation after such merger or consolidation), the Holder shall
thereafter be entitled to receive upon exercise of this Warrant in whole or in
part, the same kind and number of shares of stock and other securities, cash or
other property (and upon the same terms and with the same rights) as would have
been distributed to the Holder upon such reorganization, reclassification,
consolidation, merger or share exchange had the Holder exercised this Warrant
immediately prior to such reorganization, reclassification, consolidation,
merger or share exchange (subject to subsequent adjustments under this Section
2), and the Exercise Price shall be adjusted appropriately to reflect such
action and adjustment.
If any such reorganization, reclassification, consolidation, merger or
share exchange results in a cash distribution in excess of the Exercise Price
provided by this Warrant, the Holder may, at the Holder's option, exercise this
Warrant without making payment of the Exercise Price, and in such case the
Company or its successors and assigns shall, upon distribution to such Holder,
consider the Exercise Price to have been paid in full, and in making settlement
to such Holder, shall deduct an amount equal to the Exercise Price from the
amount payable to such Holder. Notwithstanding anything herein to the contrary,
the Company will not effect any such reorganization, reclassification, merger,
consolidation or share exchange unless prior to the consummation thereof, the
corporation that may be required to deliver any stock, securities or other
assets upon the exercise of this Warrant shall agree by an instrument in writing
to deliver such stock, cash, securities or other assets to the Holder. A sale,
transfer or lease of all or substantially all of the assets of the Company to
another person shall be deemed a reorganization, reclassification,
consolidation, merger or share exchange for the foregoing purposes.
2.4. Officer's Certificate. Upon each adjustment of the Exercise
Price and the Warrant Shares issuable upon the exercise of this Warrant, and in
the event of any change in the rights of the Holder by reason of other events
herein set forth, then and in each such case, the Company will promptly prepare
a certificate of a responsible officer of the Company, stating the adjusted
Exercise Price, the adjusted number of Warrant Shares so issuable, and setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. The Company will promptly mail a copy of such
certificate to the Holder. Such calculation shall be final and binding on the
parties and shall be conclusive evidence of the correctness of the computation
with respect to any such adjustment of the Exercise Price and any such change in
the number of Warrant Shares so issuable, absent manifest error.
2.5 Notice of Certain Proposed Actions. In the event the Company
shall propose to take any action of the types described in Sections 2.1 or 2.3,
the Company shall forward, at the same time and in the same manner, to the
Holder such notice and related proxy or other materials,
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if any, that the Company gives to the holders of Company Common Stock. Failure
to give such notice, or any defect therein, however, shall not affect the
legality or validity of any such action.
SECTION 3. OWNERSHIP AND TRANSFER.
3.1. Ownership. The Company may deem and treat the person in whose
name this Warrant is registered as the Holder and owner hereof (notwithstanding
any notations of ownership or writing hereon made by anyone other than the
Company) for all purposes and shall not be affected by any notice to the
contrary until presentation of this Warrant to the Company for registration of
transfer as provided in Section 3.2.
3.2. Non-Transferable. This Warrant shall be non-transferable,
except in the case of the Holder's death, and thereupon only by will or under
the laws of descent and distribution. Upon the death of the Holder, the deceased
Holder's heirs, legal or personal representative, or any permitted transferee of
this Warrant shall, within 30 days of the Holder's death, notify the Company of
such event and the new holder's name, address and capacity in which this Warrant
is held, and present letters testamentary, a death certificate and such other
information as the Company may reasonably request to ascertain the authority of
such person. Such permitted transferee will be subject to, and bound by, the
terms and provisions of this Warrant to the same extent as the original Holder.
3.3. Replacement. Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft or destruction of this Warrant,
and of indemnity or security reasonably satisfactory to it, or upon surrender of
this Warrant if mutilated, the Company will make and deliver a new Warrant of
like tenor, in lieu of this Warrant. This Warrant shall be promptly canceled by
the Company upon the surrender hereof in connection with any transfer or
replacement. Except as otherwise provided above in the case of the loss, theft
or destruction of a Warrant, the Company shall pay all expenses, taxes and other
charges payable in connection with any transfer or replacement of this Warrant.
3.4 Directed Exercise, Call or Forfeiture by Regulatory Agencies.
In the event that the Georgia Department of Banking and Finance (the
"Department"), the Federal Deposit Insurance Corporation (the "FDIC") or the
Board of Governors of the Federal Reserve together with its delegees (the
"Federal Reserve," and, collectively with the Department and the FDIC, the
"Regulators") determine that the capital of the Company or of any of its banking
subsidiaries, including, without limitation, Satilla Community Bank, a
Georgia-chartered commercial bank, is inadequate in light of such Regulator's
minimum capital requirements, such Regulator shall be entitled to direct the
exercise, call or complete forfeiture of the Holder's rights under this Warrant,
and the Company shall notify the Holder promptly upon any such action by a
Regulator.
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SECTION 4. MISCELLANEOUS.
4.1 Reservation of Shares. The Company covenants that during the
period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant.
4.2 No Rights as Shareholder; Limitation of Liability. This
Warrant shall not entitle the Holder to any of the rights of a shareholder of
the Company prior to exercise of this Warrant and irrevocable payment in good,
collected funds of the Exercise Price therefor.
4.3 Amendment. This Warrant may only be modified or amended and
any provision hereof may only be waived by a writing executed by the Company and
the Holder of this Warrant.
4.4 Successors and Assigns. This Warrant shall be binding upon,
and inure to the benefit of, the parties hereto and their respective success and
assigns permitted hereunder, and no other parties shall have any rights
hereunder.
4.5 Governing Law. This Warrant shall be governed by, and
construed and enforced in accordance with, the laws of the State of Georgia.
4.6 Entire Agreement. Except as otherwise expressly provided
herein, this Warrant (including the documents and instruments referred to
herein) constitutes the entire agreement between the parties hereto with respect
to the transactions contemplated hereunder and supersedes all prior arrangements
or understandings with respect thereto, written or oral.
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IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date first written above.
SATILLA FINANCIAL SERVICES, INC.
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Chairman
THE HOLDER
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Name:
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SCHEDULE A
NOTICE OF EXERCISE
OF WARRANT TO PURCHASE COMMON STOCK OF
SATILLA FINANCIAL SERVICES, INC.
To: Satilla Financial Services, Inc.
The undersigned, the registered owner of this Warrant, hereby
irrevocably elects to exercise the purchase rights represented thereby for, and
to purchase thereunder, _________ shares of Common Stock of Satilla Financial
Services, Inc. and herewith makes payment of $__________ therefor, and requests
that the certificates evidencing such shares be issued in the name of and be
delivered to:
Name:
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Address: ------------------------------------------
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Social Security or
Tax I.D. Number: ------------------------------------------
and if such shares shall not be all of the shares purchasable hereunder, that a
new Warrant of like tenor for the balance of the shares purchasable hereunder be
delivered to the undersigned.
Dated:
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NAME OF HOLDER
By:
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Name:
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SUBSTITUTE FORM W-9
Under the penalties of perjury, I certify that:
(1) the Social Security Number or Taxpayer Identification Number
given below is correct; and
(2) I am not subject to backup withholding either because I have
not been notified that I am subject to backup withholding as a result
of a failure to report all interest or dividends, or because the
Internal Revenue Service has notified me that I am no longer subject to
backup withholding.
IMPORTANT INSTRUCTIONS: You must cross out #2 above if you have been notified by
the Internal Revenue Service that you are subject to backup withholding because
of under reporting interest or dividends on your tax return and if you have not
received a notice from the Internal Revenue Service advising you that backup
withholding due to notified payee under reporting has terminated. For additional
instructions, please refer to the attached "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9."
SIGNATURE*
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DATE:
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* If a corporation, please sign in full corporate name by president or other
authorized officer. When signing as officer, attorney, custodian, trustee,
administrator, guardian, etc., please give your full title as such. In case of
joint tenants, each person must sign.
THIS NOTICE OF EXERCISE SHALL NOT BE GIVEN EFFECT
BY THE COMPANY UNLESS THE HOLDER OF THE UNDERLYING
WARRANT HAS PROPERLY COMPLETED AND SIGNED BOTH
THE NOTICE OF EXERCISE FORM AND THE SUBSTITUTE FORM W-9.