Exhibit 4.8
STOCK PURCHASE WARRANT
WARRANT TO PURCHASE _____ SHARES
of
SERIES B CONVERTIBLE PREFERRED STOCK
No. PW-__ EXPIRES AT 5:00 P.M., NEW YORK TIME, ON DECEMBER ___, 1999
PHP HEALTHCARE CORPORATION
This certifies that _______________________, the registered holder
hereof or assigns (the "Warrantholder") is entitled to purchase from PHP
Healthcare Corporation, a Delaware corporation (the "Company"), at any time
before the expiration time and date shown above (the "Expiration Time") at the
purchase price per share of $1,000 (the "Warrant Price"), the number of shares
shown above of the Series B Convertible Preferred Stock ("Series B Preferred
Stock") of the Company. The number and class of shares purchasable upon
exercise of this Warrant and the Warrant Price per share shall be subject to
adjustment from time to time as set forth below.
Section 1. Transferability and Form of Warrant.
1.1 Registration. This Warrant shall be numbered and shall be
registered on the books of the Company.
1.2 Transfer. This Warrant shall be transferable on the books of the
Company only upon delivery thereof duly endorsed by the Warrantholder or duly
authorized attorney or representative, accompanied by proper evidence of
succession, assignment or authority to transfer. Upon any registration of
transfer, the Company shall execute and deliver a new Warrant to the person
entitled thereto. This Warrant may be divided or combined, upon request to the
Company by the Warrantholder, into a certificate or certificates representing
the right to purchase the same aggregate number of shares. Unless the context
indicates otherwise, the term "Warrantholder" shall include any transferee or
transferees of a Warrant and the term "Warrant" shall include any and all
warrants issued upon division, exchange, substitution or transfer of this
Warrant.
1.3 Form of Warrant. The Warrant shall be executed on behalf of the
Company by its President, Vice President or other authorized officer, and shall
be dated as of the date of signature thereof by the Company either upon initial
issuance or upon division, exchange, substitution or transfer. A Warrant
bearing the signature of an individual who was at any time the proper officer of
the Company shall bind the Company, notwithstanding that such individual shall
have ceased to hold such office prior to the delivery of such Warrant. The form
of election to exercise this Warrant and the form of assignment of this Warrant
shall be substantially as attached hereto.
Section 2. Payment of Taxes.
The Company will pay all documentary stamp taxes, if any, attributable
to the initial issuance of shares to the Warrantholder; provided, however, that
the Company shall not be required to pay any tax or taxes which may be payable
in respect of any secondary transfer of the Warrant or the shares.
Section 3. Mutilated or Missing Warrants.
In case this Warrant shall be mutilated, lost, stolen or destroyed,
the Company shall, at the request of the Warrantholder, issue and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant, or
in lieu of and in substitution for the lost, stolen or destroyed Warrant, a new
Warrant of like tenor, but only upon receipt of evidence satisfactory to the
Company of such loss, theft or destruction of such Warrant. The applicant shall
also comply with such other reasonable regulations and pay such other reasonable
administrative charges as the Company may prescribe.
Section 4. Reservation of Shares.
There has been reserved, and the Company shall at all times keep
reserved so long as this Warrant remains outstanding, out of its authorized
shares of capital stock, such number and class of shares as shall be subject to
purchase under this Warrant. Such reserved shares shall be used solely for
issuances upon exercise of this Warrant. Shares of any class issued upon
exercise of this Warrant shall have all the rights and privileges of other
shares of the same class, whenever issued, subject to the adjustment provisions
set forth below.
Section 5. Exercise of Warrant.
5.1 Exercise by Cash Payment. The Holder of this Warrant shall have
the right at any time and from time to time during the period that this Warrant
is exercisable to exercise this Warrant in full or in part by surrender of this
Warrant to the Company accompanied by payment to the Company in cash or by
certified or cashier's check or by wire transfer of funds of the aggregate
Warrant Price for the number of shares in respect of which this Warrant is then
exercised.
5.2 Cashless Exercise. With the prior consent of the Company this
Warrant may be exercised in full or in part by surrender of this Warrant to the
Company accompanied by written notice substantially in the form attached hereto
of the holder's election to effect cashless exercise ("Cashless Exercise").
Upon Cashless Exercise, the holder shall be entitled to receive, in respect of
each share for which this Warrant is then exercised, that number of shares of
Series B Preferred Stock (or such other class of shares as may then be issuable
upon exercise hereof) which, valued at Current Value, have a value equal to the
Current Value of each share as to which this Warrant is then being exercised
less the Warrant Price payable for such share. Current Value of a share as to
which this Warrant is being exercised shall be the total Current Market Price of
the number of shares of Common Stock of the Company issuable upon conversion of
such share at the Conversion Price in effect on the date of such Cashless
Exercise. Current Market Price of the Common Stock shall be as defined in
Section 7.
5.3 Delivery of Certificates. Upon exercise of this Warrant the
Company shall issue and cause to be delivered with all reasonable dispatch to or
upon the written order of the Warrantholder and in such name or names as the
Warrantholder may designate, a certificate or certificates for the number of
full shares issuable upon such exercise together with cash, as provided in
Section 7 hereof, in respect of any fractional shares. The Company shall effect
such issuance immediately and shall transmit the certificates by messenger or
overnight delivery service to reach the address designated by the Warrantholder
within two business days after receipt of the Warrant Price or, in the case of a
cashless exercise, after receipt of the Warrant. Such certificate or
certificates shall be deemed to have been issued and any person so designated to
be named therein shall be deemed to have become a holder of record of such
shares as of the date of surrender of the Warrant and payment of the Warrant
Price, as aforesaid, notwithstanding that the certificates representing such
shares shall not actually have been delivered or that the stock transfer books
of the Company shall then be closed. In the event of partial exercise a new
Warrant evidencing the remaining portion of this Warrant will be issued by the
Company.
5.4 Simultaneous Conversion. The Warrantholder may elect to convert
the convertible securities issuable upon exercise of this Warrant simultaneously
with the exercise of this Warrant and may give written notice of such election
substantially in the form attached hereto. Upon such election the Company need
not issue certificates representing the convertible securities issuable upon
exercise of this Warrant, but shall issue and deliver as provided in the
foregoing Section certificates representing the securities to which the holder
is entitled upon such conversion.
Section 6. Adjustment of Warrant Price and Number of Shares.
6.1 Adjustments. 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) If the shares purchasable upon exercise of the Warrants are
subdivided, combined or reclassified, or if other shares of the kind so
purchasable are issued in respect thereof as a dividend thereon (excluding
dividends required by the charter provisions governing such shares), the
number and class of shares purchasable upon exercise of the Warrants
immediately prior thereto shall be adjusted so that the Warrantholder shall
be entitled to receive the kind and number of shares or other securities of
the Company which it would have owned or would have been entitled to
receive after the happening of any of the events described above, had the
Warrants been exercised immediately prior to the happening of such event or
any record date with respect thereto. Any adjustment made pursuant to this
paragraph (a) shall become effective immediately after the effective date
of such event retroactive to the record date, if any, for such event.
(b) If the shares purchasable upon exercise of the Warrants become
entitled to receive a distribution of evidences of indebtedness or assets
(excluding dividends required by the charter provisions governing such
shares) or rights, options, warrants or convertible securities containing
the right to subscribe for or purchase securities or assets of the Company,
then, in each case, the number of shares thereafter purchasable upon the
exercise of the Warrants shall be determined by multiplying the number of
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shares theretofore purchasable upon exercise of the Warrants by a fraction,
of which the numerator shall be the then Current Value on the date of such
distribution, and of which the denominator shall be such Current Value on
such date minus the then fair value of the portion of the assets or
evidence of indebtedness so distributed or of such subscription rights,
options or warrants applicable to one share. Such adjustment shall be made
whenever any such distribution is made and shall become effective on the
date of distribution retroactive to the record date for the determination
of shareholders entitled to receive such distribution. Current Value shall
have the meaning set forth in Section 5.2.
(c) No adjustment in the number of shares purchasable hereunder shall
be required unless such adjustment would require an increase or decrease of
at least one percent (1%) in the number of shares then purchasable upon the
exercise of a Warrant; provided, however, that any adjustments which by
reason of this paragraph (c) are not required to be made immediately shall
be carried forward and taken into account in any subsequent adjustment.
(d) Whenever the Warrant Price or the number or class of shares
purchasable upon the exercise of a Warrant is adjusted as herein provided,
a corresponding adjustment in the number of shares so purchasable or the
Warrant Price, as the case may be, shall be made so that the aggregate
Warrant Price payable upon full exercise of this Warrant shall remain the
same. If such adjustment results in more than one class of security being
purchasable upon exercise of this Warrant, the adjusted Warrant Price shall
be allocated to such securities on the basis of their respective fair
market values.
(e) Whenever the number or class of shares purchasable upon the
exercise of a Warrant or the Warrant Price is adjusted as herein provided,
the Company shall cause to be promptly mailed to the Warrantholder by first
class mail, postage prepaid, notice of such adjustment or adjustments
setting forth the number and class of shares purchasable upon the exercise
of a Warrant and the Warrant Price after such adjustment, together with a
brief statement of the facts requiring such adjustment and the computation
by which such adjustment was made. If any holder disputes the computation
of such adjustment, the Company shall cause independent public accountants
selected by the Company to verify and, if necessary, correct such
computation.
(f) The term "Common Stock" shall mean (i) the class of stock
designated as the Common Stock of the Company at the issue date of this
Warrant or (ii) any other class of stock resulting from successive changes
or reclassifications of such Common Stock, and the term "Series B Preferred
Stock" shall mean (x) the class or series of stock which is initially
purchasable upon exercise hereof, or (y) any other class or series of stock
resulting from successive reclassifications or changes of such Series B
Preferred Stock. In the event that at any time, as a result of an
adjustment made pursuant to this Section, the Warrantholder shall become
entitled to purchase any securities of the Company other than shares of
Series B Preferred Stock, thereafter the number of such other securities so
purchasable upon exercise of the Warrant and the Warrant Price of such
securities shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect
to the shares contained in this Section.
6.2 No Adjustment for Dividends. Except as provided in
Subsection 6.1, no adjustment in respect of any dividends shall be made during
the term of the Warrant or upon the exercise of the Warrant.
6.3 Preservation of Purchase Rights upon Reclassification,
Consolidation, etc. In case of any reclassification of the securities of the
Company or any consolidation of the Company with or merger of the Company into
another corporation or in case of any sale or conveyance to another corporation
of the property, assets or business of the Company as an entirety or
substantially as an entirety, the Company or such successor or purchasing
corporation, as the case may be, shall provide by agreement that the
Warrantholder shall have the right thereafter upon payment of the Warrant Price
in effect immediately prior to such action to purchase upon exercise of the
Warrant the kind and amount of shares and other securities and property which he
would have owned or have been entitled to receive after the happening of such
reclassification, consolidation, merger, sale or conveyance had the Warrant been
exercised immediately prior to such action. Such agreement shall provide for
adjustments, which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section. The provisions of this
subsection shall similarly apply to successive reclassifications,
consolidations, mergers, sales or conveyances.
6.4 Statement on Warrant Certificates. Irrespective of any
adjustments in the Warrant Price or the number of securities purchasable upon
the exercise of the Warrant, the Warrant certificate or certificates theretofore
or thereafter issued may continue to express the same price and number of
securities as are stated in the similar Warrant certificates initially issued.
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Section 7. Fractional Interests; Current Market Price; Closing Price.
The Company shall not be required to issue fractional shares on the
exercise of the Warrant. If any fraction of a share would, except for the
provisions of this Section, be issuable on the exercise of the Warrant (or
specified portion thereof), the Company shall pay an amount in cash equal to the
then Current Value (as defined in Section 5.2) multiplied by such fraction. The
term "Current Market Price" of the Common Stock on any day shall mean,
respectively, (i) the per share closing price on the principal stock exchange on
which the Common Stock is listed, or (ii) if the Common Stock is not listed on a
stock exchange, the per share closing price of the Common Stock on the trading
day immediately preceding the date in question, as reported on the principal
automated securities price quotation system on which sale prices of the Common
Stock are reported, or (iii) if the Common Stock is not listed on a stock
exchange and sale prices are not reported on an automated quotation system, the
last bid price for the Common Stock as reported by National Quotation Bureau
Incorporated. If none of the foregoing provisions are applicable, the "Current
Market Price" shall be the fair market value of the Common Stock as determined
in good faith by the board of directors of the Company. The term "closing
price" shall mean the last sale price on the day in question as defined above.
Section 8. No Rights as Shareholder; Notices to Warrantholder.
Nothing contained herein shall be construed as conferring upon the
Warrantholder any rights whatsoever as a shareholder of the Company, including
the right to vote, to receive dividends, to consent or to receive notices as a
shareholder in respect of any meeting of shareholders for the election of
directors of the Company or any other matter. If, however, at any time prior to
the expiration of the Warrant and prior to its exercise, any of the following
events shall occur:
(a) any action which would require an adjustment pursuant to Sections
6.1 or 6.3; or
(b) a dissolution, liquidation or winding up of the Company (other
than in connection with a consolidation, merger or sale of its property,
assets and business, as an entirety) shall be proposed;
then in any one or more of said events, the Company shall give notice in writing
of such event to the Warrantholder at least 20 days prior to the date fixed as a
record date or the date of closing the transfer books or other applicable date
with respect thereto. Such notice shall specify such record date or the date of
closing the transfer books, as the case may be.
Any notice to the Warrantholder shall be given at the address of the
Warrantholder appearing on the books of the Company, and if the Warrantholder
has specified a telecopier address, by facsimile transmission to such address.
Section 9. Registration and Indemnification.
The holder of this Warrant and the holder of shares of Series B
Preferred Stock issued upon exercise of this Warrant shall have the same rights
and obligations with respect to registration under the Securities Act of 1933,
and with respect to indemnification in connection with any such registration, as
if such holder were one of the Investors under the Preferred Stock Investment
Agreements entered into between the Company and the original purchasers of the
Series B Preferred Stock of the Company, excluding, however, the provisions of
the first sentence of Section 1.4(b)(iv) of said Agreements. Such rights and
obligations shall continue until not more than one year after the expiration or
earlier exercise of this Warrant.
Section 10. Expiration of Warrant.
10.1 If not theretofore exercised, this Warrant shall terminate at
5:00 p.m. Pacific time on the date shown in the caption hereof.
Section 11. Successors.
All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrantholder shall bind and inure to the benefit
of their respective successors and assigns hereunder.
Section 12. Merger or Consolidation of the Company.
The Company will not merge or consolidate with or into any other
corporation or sell all or substantially all of its property to another
corporation, unless the provisions of Section 6.3 are complied with.
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Section 13. Applicable Law.
This Agreement shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be construed in accordance with
the laws of said State.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by a duly authorized officer of the Company.
PHP Healthcare Corporation
By:_______________________________
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PURCHASE FORM
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant in respect of ______________ of the
shares provided for therein, and requests that certificates be issued in the
name of:
_________________________________________________________________
(Please Print Name, Address and Taxpayer Identification Number)
_________________________________________________________________
and, if said number of shares shall not be all the shares purchasable hereunder,
that a new Warrant certificate for the balance of the shares purchasable under
the within Warrant be registered in the name of the unde
rsigned Warrantholder or his Assignee as below indicated and delivered to the
address stated below.
The undersigned:
/ / elects to pay the full Warrant Price in cash or by certified or cashier's
check or wire funds transfer
/ / elects "cashless exercise" pursuant to Section 5.2 of the Warrant
"Current Value" for purposes of Cashless Exercise is: $__________
Number of shares issuable on Cashless Exercise is: ___________ shares
/ / elects simultaneous conversion pursuant to Section 5.4 of the Warrant
Dated: ________________ _____________________________
Signature of Warrantholder
The above signature must correspond with the name appearing upon the face of
this Warrant in every particular, without alteration or enlargement or any
change whatever.
Name of Assignee, if any: ____________________________
(Please Print)
______________________________________________________
(Please print Name, Address and Taxpayer
Identification Number)
_______________________________________________________
Signature Guaranteed: Signature guarantee is required if certificates are to
be registered in the name of any person other than the
name written upon the face of the Warrant. Signature
must be guaranteed by a commercial bank or trust
company or a member firm of the New York Stock
Exchange.
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ASSIGNMENT
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
_________________________________________________________________
(Name and Address of Assignee Must Be Printed or Typewritten)
_________________________________________________________________
_________________________________________________________________
(Taxpayer Identification Number of Assignee)
the within Warrant, hereby irrevocably constituting and appointing
____________________ Attorney to transfer said Warrant on the books of the
Company, with full power of substitution in the premises.
Dated: ________________, 19__ ______________________________
Signature of Registered Holder
Signature Guaranteed: The above signature must correspond with the name
appearing upon the face of this Warrant in every
particular, without alteration or enlargement or any
change whatever, and must be guaranteed by a commercial
bank or trust company or a member firm of the New York
Stock Exchange.
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