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EXHIBIT 4.5
NO.________________ _________ WARRANTS
AMENDMENT TO
WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF
PAWNMART, INC.
(formerly known as "PCI Capital Corporation")
RECITALS
WHEREAS, the holder hereof (the "REGISTERED HOLDER") is the
holder of that certain Warrant to purchase ____________ shares of
Common Stock of PawnMart, Inc. (formerly known as "PCI Capital
Corporation"), a Delaware corporation (the "COMPANY") as evidenced by
certificate No. ____ (the "ORIGINAL WARRANT").
WHEREAS, the Company has engaged in a financial restructuring
pursuant to which (a) the conversion prices of certain outstanding
convertible securities was lowered to be 80 percent of the Price to
Public of its Common Stock in an initial public offering and (b) the
Company effectuated a 1-for-2 reverse stock split and a subsequent
1-for-1.5163715 reverse stock split (the "RESTRUCTURING").
WHEREAS, in connection with the Restructuring, the Company
and the Registered Holder intend to amend and restate the Original
Warrant in its entirety as set forth below.
AGREEMENT
NOW THEREFORE, THIS CERTIFIES THAT, FOR VALUE RECEIVED the Registered
Holder and the Company hereby amend and restate the terms of the Original
Warrant in its entirety to be as follows:
The Registered Holder is the owner of _____________ Common Stock
Purchase Warrants (the "WARRANTS"). Each Warrant initially entitles the
Registered Holder to purchase, subject to the terms and conditions set forth
herein, one fully paid and nonassessable share of Common Stock, $.01 par value
the Company, at any time between date hereof and the Expiration Date (as
hereinafter defined) upon the presentation and surrender of this Warrant
Certificate with the Election to Purchase on the reverse hereof duly executed,
at the corporate office of the Company, accompanied by payment of $5.50 subject
to adjustment (the "EXERCISE PRICE"), in lawful money of the United States of
America in cash or by check made payable to the Company.
The term "EXPIRATION DATE" shall mean 5:00 p.m. (New York time) on
January 2, 2002. If such date shall in the State of New York be a holiday or a
day on which the banks are authorized to close, then the Expiration Date shall
mean 5:00 p.m. (New York time) the next following day which in the State of New
York is not a holiday or a day on which banks are authorized to close.
1. Exercise of Warrants. Each registered holder of Warrants shall have
the right, which right may be exercised as set forth herein, to purchase from
the Company, and the Company shall issue and sell to such registered holder of
Warrants, the number of fully paid and nonassessable shares of Common Stock
specified herein, upon surrender to the Company, with the form of election to
purchase duly completed and signed, and upon payment to the Company of the
Exercise Price for the number of shares of Common Stock in respect of which
such Warrants are then exercised.
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Payment of such Exercise Price may be made in cash or by certified check, bank
draft, or postal or express money order, payable in United States dollars, to
the order of the Company. Upon such surrender of Warrants and payment of the
Exercise Price as aforesaid, the Company shall issue and cause to be delivered
with all reasonable dispatch to or upon the written order of the registered
holder of such Warrants and in such name or names as such registered holder may
designate, a certificate or certificates for the number of full shares of
Common Stock so purchased upon the exercise of such Warrants. Such
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
Common Stock, as of the date of surrender of such Warrants and payment of the
Exercise Price, as aforesaid; provided, however, that if, at the date of
surrender of such Warrants and the payment of such Exercise Price, the transfer
books for the Common Stock purchasable upon the exercise of such Warrants shall
be closed, the certificates for the Common Stock in respect of which such
Warrants are then exercised shall be issuable as of the date on which such
books shall next be opened, and until such date the Company shall be under no
duty to deliver any certificate for such shares; provided further, however,
that the transfer books aforesaid, unless otherwise required by law, shall not
be closed at any one time for a period longer than 20 days. The right of
purchase represented by the Warrants shall be exercisable, at the election of
the registered holders thereof, either as an entirety or, from time to time,
for only part of the Common Stock specified therein, and in the event that any
Warrant is exercised in respect of less than all of the Common Stock specified
therein at any time prior to the date of expiration of the Warrants, a new
Warrant or Warrants will be issued for the remaining number of Common Stock
specified in the Warrant so surrendered.
Notwithstanding anything contained herein to the contrary, no Warrant
may be exercised if the issuance of Common Stock in connection therewith would
constitute a violation of the registration provisions of federal or state
securities laws.
Upon 30 days prior written notice to all holders of the Warrants, the
Company shall have the right to reduce the exercise price and/or extend the
term of the Warrants in compliance with the requirements of Rule 13e-4 to the
extent applicable.
The "EXERCISE PRICE" of the Warrants shall mean $5.50 as specified
herein until the occurrence of a recapitalization or reclassification that,
pursuant to the provisions hereof, shall require an increase or decrease in the
exercise price of the Warrants, and thereafter shall mean said price as
adjusted from time to time in accordance with the provisions hereof. No such
adjustment shall be made unless such adjustment would change the then purchase
price per share by ten cents ($.10) or more; provided, however, that all
adjustments not so made shall be deferred and made when the aggregate thereof
would change the then purchase price per share by ten cents ($.10) or more. No
adjustment made pursuant to any provision hereof shall have the effect of
increasing the total consideration payable upon exercise of any of the
Warrants.
2. Adjustments in Certain Cases. In case the Company shall at any time
prior to the exercise or termination of any of the Warrants effect a
recapitalization or reclassification of such character that its Common Stock
shall be changed into or become exchangeable for a larger or smaller number of
shares, then, upon the effective date thereof, the number of shares of Common
Stock that the holders of the Warrants shall be entitled to purchase upon
exercise thereof shall be increased or decreased, as the case may be, in direct
proportion to the increase or decrease in such number of shares of Common Stock
by reason of such recapitalization or reclassification, and the purchase price
per share of such recapitalize or reclassified Common Stock shall, in the case
of an increase in the number of shares, be proportionately decreased and, in
the case of a decrease in the number of shares, be proportionately increased.
In case the Company shall at any time prior to the exercise or
termination of any of the Warrants distribute to holders of its Common Stock
cash, evidences of indebtedness, or other securities or assets, other than as
dividends or distributions payable out of current or accumulated earnings,
then, in any such case, the holders of the Warrants shall be entitled to
receive, upon exercise thereof, with respect to each share of Common Stock
issuable upon such exercise, the amount of cash or evidences of indebtedness or
other securities or assets that such holder would have been entitled to receive
with respect to the Common Stock as a result of the happening of such event,
had the Warrants been exercised
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immediately prior to the record date or other date fixing shareholders to be
affected by such event (without giving effect to any restriction upon such
exercise).
In case the Company shall at any time prior to the exercise or
termination of any of the Warrants consolidate or merge with any other
corporation or transfer all or substantially all of its assets to any other
corporation preparatory to a dissolution, then the Company shall, as a
condition precedent to such transaction, cause effective provision to be made
so that the holders of the Warrants, upon the exercise thereof after the
effective date of such transaction, shall be entitled to receive the kind and
amount of shares, evidences of indebtedness, and/or other property receivable
on such transaction by a holder of the number of shares of Common Stock as to
which the Warrants were exercisable immediately prior to such transaction
(without giving effect to any restriction upon such exercise); and, in any such
case, appropriate provision shall be made with respect to the rights and
interests of the holders thereof to the effect that the provisions of the
Warrants shall thereafter be applicable (as nearly as may be practicable) with
respect to any shares, evidences of indebtedness, or other securities or assets
thereafter deliverable upon exercise of the Warrants.
Whenever the number of shares of Common Stock or other types of
securities or assets purchasable upon exercise of any of the Warrants shall be
adjusted as provided herein, the Company shall forthwith obtain and file with
its corporate records a certificate or letter from a firm of independent public
accountants of recognized standing setting forth the computation and the
adjusted number of shares of Common Stock or other securities or assets
purchasable hereunder resulting from such adjustments, and a copy of such
certificate or letter shall be mailed to each of the registered holders of the
Warrants. Any such certificate or letter shall be conclusive evidence as to
the correctness of the adjustment or adjustments referred to therein and shall
be available for inspection by the holders of the Warrants on any day during
normal business hours.
In the event that at any time as a result of an adjustment made
pursuant hereto the holders of the Warrants shall become entitled to purchase
upon exercise thereof shares, evidences of indebtedness, or other securities or
assets (other than Common Stock), then, wherever appropriate, all references
herein to Common Stock shall be deemed to refer to and include such shares,
evidences of indebtedness, or other securities or assets, and thereafter the
number of such shares, evidences of indebtedness, or other securities or assets
shall be subject to adjustment from time to time in a manner and upon terms as
nearly equivalent as practicable to the provisions hereof.
3. Mutilated or Missing Warrants. In case any of the Warrants shall be
mutilated, lost, stolen or destroyed, the Company may countersign and deliver
in exchange and substitution for and upon cancellation of the mutilated Warrant
or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new
Warrant of like tenor and representing an equivalent right or interest, but
only upon receipt of evidence satisfactory to the Company of such loss, theft
or destruction of such Warrants and indemnity, if requested, also satisfactory
to them. Applicants for such substitute Warrants shall also comply with such
other reasonable regulations and pay such other reasonable charges as the
Company may prescribe.
4. Reservation of Common Stock. Prior to the issuance of any Warrants,
there shall have been reserved, and the Company shall at all times keep
reserved out of the authorized and unissued Common Stock, a number of shares of
Common Stock sufficient to provide for the exercise of the rights of purchase
represented by the Warrants, and the transfer agent for the Common Stock and
every subsequent transfer agent for any of the Company's Common Stock issuable
upon the exercise of any of the rights of purchase aforesaid are hereby
irrevocably authorized and directed at all times to reserve such number of
authorized and unissued Common Stock as shall be requisite for such purpose.
The Company agrees that all Common Stock issued upon exercise of the Warrants
shall be, at the time of delivery of the certificates representing such Common
Stock, validly issued and outstanding, fully paid and non-assessable. The
Company will supply the transfer agent with duly executed stock certificates
for such purpose. All Warrants surrendered in the exercise of the rights
thereby evidenced shall be canceled and such canceled Warrants shall constitute
sufficient evidence of the number of shares of Common Stock that have been
issued upon the exercise of such Warrants. All Warrants surrendered for
transfer, exchange or partial exercise shall be canceled by the Company.
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5. No Rights as Stockholder. Prior to the exercise of any Warrant
represented hereby, the Registered Holder shall not be entitled to any rights
of a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends or other distributions, and shall not be entitled
to receive any notice of any proceedings of the Company, except as provided in
the Warrant Agreement.
Prior to due presentment for registration of transfer hereof, the
Company may deem and treat the Registered Holder as the absolute owner hereof
and of each Warrant represented hereby (notwithstanding any notations of
ownership or writing hereon made by anyone other than a duly authorized officer
of the Company) for all purposes and shall not be affected by any notice to the
contrary, except as provided herein.
6. Piggyback Registration. If, at any time after an initial public
offering of the Company's securities and prior to the Expiration Date the
Company prepares and files a new registration statement, under the Securities
Act of 1933, as amended (the "Act"), otherwise registers securities under the
Act (collectively the "Registration Documents") as to any of its securities
under the Act (other than under a registration statement pursuant to Form S-8
or Form S-4 or small business issue equivalent), it will give written notice by
registered mail, at least 10 days prior to the filing of each such Registration
Document to the Registered Holder of its intention to do so. If the Registered
Holder notifies the Company within 10 days after receipt of any such notice of
its or their desire to include any such shares of Common Stock issued or
issuable upon exercise of the Warrants (the "Registrable Securities") in such
proposed Registration Documents, the Company shall afford the Registered Holder
the opportunity to have any Registrable Securities registered under such
Registration Documents or any other available Registration Document.
Notwithstanding the provisions of this Section 6, the Company shall
have the right at any time after it shall have given written notice pursuant to
this Section 6 (irrespective of whether a written request for inclusion of any
such securities shall have been made) to elect not to file any such proposed
registration statement, or to withdraw the same after the filing but prior to
the effective date thereof.
This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
conflicts of laws principles thereof.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or in facsimile by two of its officers hereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
Dated: _______________, 1998
PAWNMART, INC.
By:
Name: _________________________
Title: _________________________
COUNTERSIGNED:
By:
Name:
Title:
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ELECTION TO PURCHASE
(To be signed only upon exercise of Warrant)
TO: PawnMart, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
The undersigned, the Holder of Warrant Certificate Number ____ (the
"Warrant"), representing ______________ Common Stock Purchase Warrants of
PawnMart, Inc. (the "Company"), which Warrant Certificate is being delivered
herewith, hereby irrevocably elects to exercise the purchase right provided by
the Warrant Certificate for, and to purchase thereunder, _____________ shares
of Common Stock of the Company, and herewith makes payment of $____________
therefor, and requests that the certificates for such securities be issued in
the name of, and delivered to, _____________________________________________
whose address is ____________________________________________, all in accordance
with the Warrant Certificate.
Dated:_______________________
(Signature must conform in all
respects to name of ▇▇▇▇▇▇ as
specified on the face of the
Warrant Certificate)
(Address)
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(FORM OF ASSIGNMENT)
(To be exercised by the registered holder if such
holder desires to transfer the Warrant Certificate.)
FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
(Print name and address of transferee)
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _________________________
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company, and full power of substitution.
Dated: Signature:
_______________________
(Signature must conform in all
respects to name of holder as
specified on the fact of the
Warrant Certificate)
(Insert Social Security or
Other Identifying Number of
Assignee)
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