EXHIBIT 2
---------
WD-4
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE "ACT"), AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE
SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN EXEMPTION FROM
SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION SHALL BE
APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
VOID AFTER 5:00 P.M. NEW YORK CITY TIME, ON JANUARY 19, 2000.
SUBJECT TO EARLY TERMINATION AS PROVIDED IN SECTIONS 8(D) AND 10
HEREIN.
SERIES D REDEEMABLE WARRANT TO PURCHASE COMMON STOCK
OF
UNSI CORPORATION
This is to certify that, FOR VALUE RECEIVED, M&A Investments, Inc. or
assigns ("Holder") , is entitled to purchase, subject to the
provisions of this Warrant, from UNSI Corporation, a Delaware
corporation (the "Company"), at an exercise price per share of ten
cents ($.10), 770,000 shares (subject to adjustment as set forth in
the next sentence and as otherwise set forth herein) of common stock,
par value $.01 per share, of the Company (the "Common Stock") at any
time during the period (the "Exercise Period") commencing after
January 4, 1997 and prior to 5:00 p.m. New York City time, on January
19, 2000; provided, however, that if such date is a day on which
-------- -------
banking institutions in the State of New York are authorized by law to
close, then on the next succeeding day which shall not be such a day.
In the event that one or more of the Company's Series B Warrants
and/or 7% PIK Debentures due 1999 (the "PIK Debentures") are not
retired, redeemed, cancelled or otherwise terminated prior to the
exercise of this Warrant, the number of shares issuable upon exercise
of this Warrant shall be adjusted so that this Warrant shall be
exercisable to acquire 10.12% of the UNSI Common Stock outstanding as
of the date hereof on a fully diluted basis. The term "fully diluted
basis" means after giving effect to the exercise or conversion of all
UNSI securities outstanding as of the date hereof (other than the
Company's Series B Warrants and/or PIK Debentures that are retired,
redeemed, cancelled or otherwise terminated prior to the date of
exercise of this Warrant and the Series D Redeemable Warrant
(denominated WD-5)) convertible or exercisable into UNSI Common Stock.
Notwithstanding anything to the contrary herein, this Warrant may be
exercised after December 18, 1995, in the event that the Company shall
have received prior to the date of exercise an opinion of its counsel
to the effect that such exercise will not adversely effect the
Company's ability to use its net operating losses. The number of
shares of Common Stock
to be received upon the exercise of this Warrant and the price to be
paid for a share of Common Stock may be adjusted from time to time as
hereinafter set forth. The shares of Common Stock deliverable upon
such exercise, and as adjusted from time to time, are hereinafter
sometimes referred to as "Warrant Shares," and the exercise price for
the purchase of a share of Common Stock pursuant to this Warrant in
effect at any time and as adjusted from time to time is hereby
referred to as the "Exercise Price".
10. EXERCISE OF WARRANT. This Warrant may be exercised in
whole at any time or in part from time to time during the Exercise
Period by presentation and surrender hereof to the Company at its
principal office, or at the office of its stock transfer agent, if
any, with the Purchase Form annexed hereto as Exhibit A duly executed
and accompanied by payment of the Exercise Price for the number of
shares specified in such form. If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the rights
of the Holder hereof to purchase the balance of the shares purchasable
hereunder. Upon receipt by the Company of this Warrant at its office,
or by the stock transfer agent of the Company at its office, in proper
form for exercise, the Holder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such shares of Common
Stock shall not then be actually delivered to the Holder.
11. RESERVATION OF SHARES. The Company hereby agrees that
at all times there shall be reserved for issuance and/or delivery upon
exercise of this Warrant such number of shares of its Common Stock as
shall be required for issuance and delivery upon exercise of this
Warrant.
12. FRACTIONAL SHARES. No fractional shares or script
representing fractional shares shall be issued upon the exercise of
this Warrant.
13. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This Warrant is exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company or at
the office of its stock transfer agent, if any, for other warrants of
different denominations entitling the holder thereof to purchase in
the aggregate the same number of shares of Common Stock purchasable
hereunder. Subject to the provisions of Section 9 of this Warrant,
upon surrender of this Warrant to the Company or at the office of its
stock transfer agent, if any, with the Assignment Form annexed hereto
as Exhibit A duly executed and funds sufficient to pay any transfer
tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of
assignment and this Warrant shall promptly be cancelled. This Warrant
may be divided or combined with other Warrants which carry the same
rights upon presentation hereof at the office of the Company or at the
office of its stock transfer agent, if any, together with a written
notice specifying the names and denominations in which new Warrants
are to be issued and signed by the Holder hereof. The term "Warrant"
as used herein includes any Warrants into which this Warrant may be
divided or exchanged. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and
cancellation
of this Warrant, if mutilated, the Company will execute and deliver a
new Warrant of like tenor and date.
14. RIGHTS OF THE HOLDER. The Holder shall not, by virtue
of this Warrant, be entitled to any rights of a stockholder in the
Company, either at law or equity, and the rights of the Holder are
limited to those expressed in the Warrant and are not enforceable
against the Company except to the extent set forth herein.
15. ADJUSTMENT OF EXERCISE PRICE. In case the Company
shall, (a) pay a dividend or make a distribution on its shares of
Common Stock in shares of Common Stock (b) subdivide or reclassify its
outstanding Common Stock into a greater number of shares, or (c)
combine or reclassify its outstanding Common Stock into a smaller
number of shares, the Exercise Price in effect at the time of the
record date for such dividend or distribution or of the effective date
of such subdivision, combination or reclassification shall be
proportionately adjusted so that the Holder of this Warrant exercised
after such date shall be entitled to receive the aggregate number and
kind of shares which, if this Warrant had been exercised immediately
prior to such time, he would have owned upon such exercise and been
entitled to receive upon such dividend, subdivision, combination or
reclassification. Such adjustment shall be made successively whenever
any event listed in this Section 6 shall occur. All calculations
under this Section 6 shall be made to the nearest cent or to the
nearest share, as the case may be.
16. RECLASSIFICATION, REORGANIZATION OR MERGER. If any
capital reorganization or reclassification of the capital stock of the
Company or any consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to
another corporation shall be effected in such a way (including,
without limitation, by way of consolidation or merger) that holders of
Common Stock shall be entitled to receive stock, securities or assets
with respect to or in exchange for Common Stock, then, as a condition
of such reorganization, reclassification, consolidation, merger or
sale, adequate provision shall be made whereby the Holder of this
Warrant shall thereafter have the right to receive, upon the basis and
upon the terms and conditions specified herein and in lieu of the
shares of Common Stock of the Company then receivable upon the
exercise of this Warrant, such shares of stock, securities or assets
as may be issued or payable with respect to or in exchange for a
number of outstanding shares of such Common Stock equal to the number
of shares of such stock then receivable had such reorganization,
reclassification, consolidation, merger or sale not taken place, and
in any such case appropriate provision shall be made with respect to
the rights and interests of such holder to the end that the provisions
hereof shall thereafter be applicable, as nearly practicable, in
relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise of this Warrant. In the event of a
merger or consolidation of the Company as a result of which a greater
or lesser number of shares of common stock of the surviving
corporation is issuable to holders of Common Stock of the Company
outstanding immediately prior to such merger or consolidation, the
Exercise Price in effect immediately prior to such merger or
consolidation shall be adjusted in the same manner as though there
were a subdivision or combination of the outstanding shares of Common
Stock of the Company.
17. REGISTRATION UNDER THE SECURITIES ACT OF 1933.
a. For the four year period commencing after January
19, 1996 (subject to Section 8(f)), the Company shall advise the
Holder of Warrants or the Warrant Shares or any then holder of the
Warrants or Warrant Shares (such persons being collectively referred
to herein as "holders") by written notice at least thirty (30) days
prior to the filing of any registration statement under the Act (other
than a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or subsequent
similar forms) covering securities of the Company and will upon the
request of any such holder, include in any such registration statement
such information as may be required to permit a public offering of the
Warrant Shares; provided, however, that if the registration statement
-------- -------
relates to a public offering by the Company of its securities and the
managing underwriters advise the holder that the inclusion in the
offering of securities being sold by the holder would adversely affect
the ability of the Company to complete the public offering (and other
selling stockholders, if any, are similarly advised), then the holder
will agree to reduce the number of Warrant Shares to be registered to
a number of shares which shall be not less than ten percent (10%) of
the number of shares being offered by the Company and the holder will
further agree not to make any sales of the securities so included for
a period of one hundred eighty (180) days from the effective date of
such registration statement. The Company shall keep such registration
statement current for a period of up to nine (9) months from the
conclusion of such one hundred eighty (180) day period; provided,
--------
however, that the Company shall not be required to keep the
-------
registration statement effective beyond the date after which the
registration statement must be amended to include updated audited
financial statements. The Company shall supply prospectuses, qualify
the Warrants and the Warrant Shares for sale in such states as any
such holder reasonably designates and furnish indemnification in the
manner as set forth in Section 8(b)(ii). Such holders shall furnish
information and provide indemnification as set forth in Section
8(b)(ii).
b. The following provisions shall also be applicable:
(1) The Company shall bear the entire cost and
expense of any registration of securities initiated by it under
Section 8 of this Warrant. Any holder whose Warrant Shares are
included in any such registration statement pursuant to this Section 8
shall, however, bear the fees of his own counsel and accountants and
any transfer taxes or underwriting discounts or commissions applicable
to the Warrant Shares sold by him pursuant thereto.
(2) The Company shall indemnify and hold harmless
each such holder and each underwriter, within the meaning of the Act,
who may purchase from or sell for any such holder any Warrants and/or
Warrant Shares from and against any and any losses, claims, damages
and liabilities caused by any untrue statement of a material fact
contained in the Registration Statement or any post-effective
amendment thereto or any registration statement under the Act or any
prospectus included therein required to be filed or furnished by
reason of this Section 8 or any application or other filing under any
state securities law caused by any omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading to which such holder or any such
underwriter or any of them may become subject under the Act, the
Securities Exchange Act of 1934, as amended, or other Federal or state
statutory law or regulation, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or
omission based upon information furnished or required to be furnished
to the
Company by any such holder or underwriter expressly for use therein,
which indemnification shall include each person, if any, who controls
any such underwriter within the meaning of such Act; provided,
--------
however, that any such holder or underwriter shall at the same time
-------
indemnify the Company, its directors, each officer signing the related
registration statement, each person, if any, who controls the Company
within the meaning of such Act and each other Holder, from and against
any and all losses, claims, damages and liabilities caused by any
untrue statement of a material fact contained in any registration
statement or any prospectus required to be filed or furnished by
reason of this Section 8 or caused by any omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or omission
is based upon information furnished to the Company by any such holder
or underwriter expressly for use therein.
c. The Company's agreements with respect to Warrants
or Warrant Shares in this Section 8 shall continue in effect
regardless of the exercise and surrender of this Warrant.
d. Notwithstanding any contrary provisions of this
Section 8 the holder of this Warrant may, at its election, include
this Warrant as well as the Warrant Shares issuable upon exercise of
this Warrant in any registration statement filed pursuant to this
Section 8; provided, however, that in the event that both (i) this
-------- -------
Warrant shall be included in any such registration statement and (ii)
this Warrant shall be transferred at a time subsequent to the
effective date of such registration statement at which time the
registration statement is current, then this Warrant shall cease to be
exercisable after 5:00 P. M., New York City time on the thirtieth
(30th) day after the date of such transfer or, if such thirtieth
(30th) day shall be a day on which banking institutions in the State
of New York are authorized by law to close, then on the next
succeeding day which shall not be such a day. In the event that any
registration statement referred to in the preceding sentence shall
cease to be current during the thirty (30) day period referred to
above, then, notwithstanding the preceding sentence, the
exerciseability of this Warrant shall not be affected by the transfer
of this Warrant. Nothing in this Warrant shall be construed in any
manner to require the Company to take steps to create or provide for a
public market for the Warrants.
18. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.
This Warrant or the Warrant Shares or any other security issued or
issuable upon exercise of this Warrant may not be sold or otherwise
disposed of except as follows:
a. To a person who, in the opinion of counsel for the
Company, is a person to whom this Warrant or Warrant Shares may
legally be transferred without registration and without the delivery
of a current prospectus under the Act with respect thereto against
receipt of an agreement of such person to comply with the provisions
of this Section 9 with respect to any resale or other disposition of
such securities which agreement shall be reasonably satisfactory in
form and substance to the Company and its counsel; or
b. to any person upon delivery of a prospectus then
meeting the requirements of the Act relating to such securities and
the offering thereof for such sale or disposition.
19. REDEMPTION OF WARRANT. The Company may, at its option,
at any time prior to the close of business on December 18, 1995 (the
"Final Date"), redeem all of the Series D Warrants upon notice and in
the manner set forth below. The Company may redeem all the Warrants
by mailing or otherwise delivering a notice of such redemption prior
to the Final Date to the holder of Warrants to be redeemed at M&A
Investments, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ or at
such other address as the holder of this Warrant shall designate in
writing to the Company. Such notice of redemption shall be
accompanied by a certified check payable to the holder of this Warrant
in the amount of $77,000. Such Warrant shall be deemed to be redeemed
on the date such notice (accompanied by such payment) is given. (For
the purposes of this Warrant, the term "business day" shall mean any
day other than a Saturday or Sunday or a day on which banking
institutions in the City of New York are authorized or obligated to
close).
Dated: June 28, 1995
UNSI CORPORATION
By:
---------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Chairman of the Board
Exhibit A
PURCHASE FORM
-------------
Dated , 19
----------- --
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing shares of Common Stock and hereby
makes payment of
in payment of the actual exercise price thereof.
--------------------
INSTRUCTIONS FOR REGISTRATION OF STOCK
--------------------------------------
Name
-------------------------------------------------------------
(Please typewrite or print in block letters)
Signature
--------------------------------------------------------
--------------------
ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED,
hereby sells, assigns and transfer unto
Name
-------------------------------------------------------------
(Please typewrite or print in block letters)
Address
----------------------------------------------------------
Social Security or Employer Identification No.
-----------------
the right to purchase Common Stock represented by this Warrant to the
extent of shares as to which such right is
------------------
exercisable and does hereby irrevocably constitute and appoint
Attorney, to transfer the same on the
---------------------------
books of the Company with full power of substitution in the premises.
Dated: , 19
-------------------- --
Signature
----------------------
Signature Guaranteed
--------------------------------