<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1997
REGISTRATION NO. 333-35239
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CARING PRODUCTS INTERNATIONAL, INC.
(Name of small business issuer in its charter)
------------------------------
<TABLE>
<S> <C> <C>
DELAWARE 2399 98-0134875
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
------------------------------
200 FIRST AVENUE WEST, SUITE 200, SEATTLE, WASHINGTON 98119, (206) 282-6040
(Address and telephone number of principal executive offices and principal place
of business)
------------------------------
SUSAN A. SCHRETER
CARING PRODUCTS INTERNATIONAL, INC.
200 FIRST AVENUE WEST, SUITE 200
SEATTLE, WASHINGTON 98119
(206) 282-6040
(Name, address and telephone number of agent for service)
------------------------------
COPIES OF ALL CORRESPONDENCE TO:
<TABLE>
<S> <C>
STEVEN A. SAIDE, ESQ. DEBRA K. WEINER, ESQ.
BRYAN CAVE LLP GROVER T. WICKERSHAM, P.C.
245 PARK AVENUE 430 CAMBRIDGE AVENUE, SUITE 100
NEW YORK, NEW YORK 10167 PALO ALTO, CALIFORNIA 94306
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
------------------------------
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
- ------------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- ------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1) (1) FEE
<S> <C> <C> <C> <C>
Units (2) each consisting of:............................... 2,300,000 $6.00 $13,800,000 $4,182
(i) one share of Common Stock, par value $0.01 per share
(the "Common Stock"); and.............................. 2,300,000 -- -- --
(ii) one Warrant to purchase one share of Common Stock...... 2,300,000 -- -- --
Representatives' Warrants (3)............................... 200,000 -0- -0- -0-
Units issuable upon exercise of the Representatives'
Warrants, each consisting of:............................. 200,000 $7.20 $1,440,000 $437
(i) one share of Common Stock; and......................... 200,000 -- -- --
(ii) one Warrant to purchase one share of Common Stock...... 200,000 -- -- --
Common Stock issuable upon exercise of Warrants, including
Warrants underlying Representatives' Warrants (4)......... 2,500,000 $9.00 $22,500,000 $6,819
Totals...................................................... $37,740,000 $11,438(5)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933, as
amended.
(2) Includes 300,000 Units that Paulson Investment Company, Inc. and Cohig &
Associates, Inc., the representatives of the several underwriters (the
"Representatives"), have the right to purchase to cover over-allotments, if
any.
(3) In connection with the sale of the Units, the Registrant is granting to the
Representatives warrants to purchase 200,000 Units (the "Representatives'
Warrants").
(4) Pursuant to Rule 416, there are also being registered such additional shares
of Common Stock as may be issuable pursuant to the anti-dilution provisions
of the Warrants and the Representatives' Warrants.
(5) Reflects a fee increase of $2,859.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
ITEM 27. EXHIBITS
<TABLE>
<S> <C>
1.1(5) Form of Underwriting Agreement
3.1(3) Restated Certificate of Incorporation
3.1.1(4) Certificate of Amendment of Restated Certificate of Incorporation
3.1.2(5) Certificate of Amendment of Restated Certificate of Incorporation
3.1.3(2) Certificate of Amendment of Restated Certificate of Incorporation
3.2(3) By-laws, as currently in effect
4.1(3) Specimen Common Stock Certificate
4.1.1(2) Specimen Common Stock Certificate
4.2(4) Form of Warrants to Purchase Shares of the Registrant, including
registration rights
4.3(4) Agreement, dated October 1994, between Project 93 Management, Ltd.
and the Registrant pertaining to registration rights of certain
selling stockholders(6)
4.4(5) Warrant to Purchase Common Shares of the Registrant issued to H.J.
Forest Products Inc. dated May 12, 1997
4.5(5) Form of Representatives' Warrants
4.6(5) Form of Warrant Agreement between the Registrant and The Bank of Nova
Scotia Trust Company of New York, as warrant agent
4.7(2) Form of Warrant Certificate
4.8(2) Form of Lockup Agreement
4.9(1) Form of Unit Certificate
5.1(2) Opinion of Bryan Cave LLP as to the legality of the securities being
registered
10.1(7) Restated and Amended Employment Agreement between the Registrant and
William H.W. Atkinson dated as of March 13, 1996
10.2(7) Restated and Amended Employment Agreement between Susan A. Schreter
and the Registrant dated as of March 13, 1996
10.3(3) Supply Agreement between the Registrant and Merfin Hygienic Products,
dated August 30, 1993
10.4(3) Assignment by Prakash Banga to the Registrant, dated January 5, 1994
10.5(3) 1993 Incentive Program and accompanying form of Stock Option
Agreement(8)
10.6(3) Lease Agreement between the Registrant and First Avenue West Building
L.L.C., dated May 15, 1995 for the premises located at 200 First
Avenue West, Seattle, Washington
10.7(3) Lease Agreement between the Registrant and Holly Enterprises Ltd. for
the premises located at 5850 Byrne Road, Burnaby, British Columbia,
dated August 18, 1994
10.8(3) Form of short-term Promissory Note between the Registrant and certain
private placement investors, dated April 28, 1995(9)
10.9(4) Manufacturing Agreement between the Registrant and Le Genereux
Clothing Co., Ltd., dated November 3, 1994
10.10(4) Share Purchase Warrant Indenture dated October 5, 1995 between the
Registrant and Montreal Trust Company of Canada
10.11(4) Revolving Line of Credit Agreement and Promissory Note dated October
5, 1995 between the Registrant and Seattle-First National Bank
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C>
10.12(10) 1996 Incentive Program (8)
10.13(5) Amendment No. 1 to the Registrant's 1996 Incentive Program (8)
10.14(5) Stock Option Agreement between the Registrant and William H.W.
Atkinson (8)
10.15(5) Stock Option Agreement between the Registrant and Susan A. Schreter
(8)
10.16(5) Security Agreement between the Registrant and H.J. Forest Products
Inc., dated April 9, 1997
10.17(5) Agreement between the Registrant and Medline Industries, Inc. dated
September 5, 1996
10.18(2) Letter Agreement among The Toronto-Dominion Bank, Bradstone Equity
Partners, Inc. and the Registrant dated September 5, 1997
10.19(5) Agreement between the Registrant and Bradstone Equity Partners, Inc.
dated September 2, 1997
10.20(2) Promissory Note dated October 23, 1997 between the Registrant and
Paulson Investment Company, Inc.
21.1(5) List of Subsidiaries
23.1(2) Consent of KPMG Peat Marwick LLP (see page II-8 of Amendment No. 1 to
the Registration Statement)
23.2(2) Consent of KPMG, Chartered Accountants (see page II-9 of Amendment
No. 1 to the Registration Statement)
23.3(2) Consent of Bryan Cave LLP (contained in their opinion; see Exhibit
5.1)
24.1(5) Power of Attorney
99.1(2) United States Patent, Patent Number 5,360,422, issued to the
Registrant on November 1, 1994
</TABLE>
- ------------------------
(1) Filed herewith.
(2) Filed as an exhibit to Amendment No. 1 to the Registration Statement on
Form SB-2 File No. 333-35239 filed with the Commission on October 29, 1997.
(3) Filed as an exhibit to the Registration Statement on Form SB-2, File No.
33-96882-LA (the "Prior Registration Statement"), filed with the Commission
on September 12, 1995.
(4) Filed as an exhibit to Amendment No. 1 to the Prior Registration Statement,
filed with the Commission on March 20, 1996.
(5) Filed as an exhibit to the originally filed Registration Statement on Form
SB-2 File No. 333-35239, filed with the Commission on September 9, 1997.
(6) A schedule of the specific investors who received these Warrants is
attached as an appendix to this exhibit.
(7) Filed as an exhibit to Amendment No. 3 to the Prior Registration Statement,
filed with the Commission on November 12, 1996.
(8) Managerial contract or compensatory plan or arrangement in which the
Company's directors and officers participate.
(9) A schedule of investors and the amounts of their respective notes is
attached to this exhibit. These notes have been repaid by the Registrant
and have therefore been canceled.
(10) Filed as an exhibit to the Registrant's Form 10-KSB for the fiscal year
ended March 31, 1997, filed with the Commission on July 15, 1997.
II-2
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this Amendment
No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Burnaby, British
Columbia, Canada, on November 7, 1997.
<TABLE>
<S> <C> <C>
CARING PRODUCTS INTERNATIONAL, INC.
BY: /S/ WILLIAM H.W. ATKINSON
-----------------------------------------
William H.W. Atkinson
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
</TABLE>
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 2 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board,
Chief Executive Officer
/s/ WILLIAM H.W. ATKINSON and Chief Financial
- ------------------------------ Officer (Principal November 7, 1997
William H.W. Atkinson Executive Officer and
Principal Financial and
Accounting Officer)
*
- ------------------------------ President, Chief Operating November 7, 1997
Susan A. Schreter Officer and Director
*
- ------------------------------ Director November 7, 1997
Anthony A. Cetrone
*
- ------------------------------ Director November 7, 1997
Michael M. Fleming
*
- ------------------------------ Director November 7, 1997
Paul Stanton
*
- ------------------------------ Director November 7, 1997
Herbert Sohn
*By: /s/ WILLIAM H.W.
ATKINSON
-------------------------
WILLIAM H.W. ATKINSON, AS
ATTORNEY-IN-FACT
- ------------------------
* The power of attorney authorizing William H.W. Atkinson and Susan A.
Schreter, and each of them singly, to sign this Amendment No. 2 to the
Registration Statement, on behalf of the above named directors and officers,
has previously been filed with the Securities and Exchange Commission as
part of the Registration Statement.
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ ---------------------------------------------------------------------
<S> <C>
1.1(5) Form of Underwriting Agreement
3.1(3) Restated Certificate of Incorporation
3.1.1(4) Certificate of Amendment of Restated Certificate of Incorporation
3.1.2(5) Certificate of Amendment of Restated Certificate of Incorporation
3.1.3(2) Certificate of Amendment of Restated Certificate of Incorporation
3.2(3) By-laws, as currently in effect
4.1(3) Specimen Common Stock Certificate
4.1.1(2) Specimen Common Stock Certificate
4.2(4) Form of Warrants to Purchase Shares of the Registrant, including
registration rights
4.3(4) Agreement, dated October 1994, between Project 93 Management, Ltd.
and the Registrant pertaining to registration rights of certain
selling stockholders(6)
4.4(5) Warrant to Purchase Common Shares of the Registrant issued to H.J.
Forest Products Inc. dated May 12, 1997
4.5(5) Form of Representatives' Warrants
4.6(5) Form of Warrant Agreement between the Registrant and The Bank of Nova
Scotia Trust Company of New York, as warrant agent
4.7(2) Form of Warrant Certificate
4.8(2) Form of Lockup Agreement
4.9(1) Form of Unit Certificate
5.1(2) Opinion of Bryan Cave LLP as to the legality of the securities being
registered
10.1(7) Restated and Amended Employment Agreement between the Registrant and
William H.W. Atkinson dated as of March 13, 1996
10.2(7) Restated and Amended Employment Agreement between Susan A. Schreter
and the Registrant dated as of March 13, 1996
10.3(3) Supply Agreement between the Registrant and Merfin Hygienic Products,
dated August 30, 1993
10.4(3) Assignment by Prakash Banga to the Registrant, dated January 5, 1994
10.5(3) 1993 Incentive Program and accompanying form of Stock Option
Agreement(8)
10.6(3) Lease Agreement between the Registrant and First Avenue West Building
L.L.C., dated May 15, 1995 for the premises located at 200 First
Avenue West, Seattle, Washington
10.7(3) Lease Agreement between the Registrant and Holly Enterprises Ltd. for
the premises located at 5850 Byrne Road, Burnaby, British Columbia,
dated August 18, 1994
10.8(3) Form of short-term Promissory Note between the Registrant and certain
private placement investors, dated April 28, 1995(9)
10.9(4) Manufacturing Agreement between the Registrant and Le Genereux
Clothing Co., Ltd., dated November 3, 1994
10.10(4) Share Purchase Warrant Indenture dated October 5, 1995 between the
Registrant and Montreal Trust Company of Canada
10.11(4) Revolving Line of Credit Agreement and Promissory Note dated October
5, 1995 between the Registrant and Seattle-First National Bank
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ ---------------------------------------------------------------------
<S> <C>
10.12(10) 1996 Incentive Program (8)
10.13(5) Amendment No. 1 to the Registrant's 1996 Incentive Program (8)
10.14(5) Stock Option Agreement between the Registrant and William H.W.
Atkinson (8)
10.15(5) Stock Option Agreement between the Registrant and Susan A. Schreter
(8)
10.16(5) Security Agreement between the Registrant and H.J. Forest Products
Inc., dated April 9, 1997
10.17(5) Agreement between the Registrant and Medline Industries, Inc. dated
September 5, 1996
10.18(2) Letter Agreement among The Toronto-Dominion Bank, Bradstone Equity
Partners, Inc. and the Registrant dated September 5, 1997
10.19(5) Agreement between the Registrant and Bradstone Equity Partners, Inc.
dated September 2, 1997
10.20(2) Promissory Note dated October 23, 1997 between the Registrant and
Paulson Investment Company, Inc.
21.1(5) List of Subsidiaries
23.1(2) Consent of KPMG Peat Marwick LLP (see page II-8 of Amendment No. 1 to
the Registration Statement)
23.2(2) Consent of KPMG, Chartered Accountants (see page II-9 of Amendment
No. 1 to the Registration Statement)
23.3(2) Consent of Bryan Cave LLP (contained in their opinion; see Exhibit
5.1)
24.1(5) Power of Attorney
99.1(2) United States Patent, Patent Number 5,360,422, issued to the
Registrant on November 1, 1994
</TABLE>
- ------------------------
(1) Filed herewith.
(2) Filed as an exhibit to Amendment No. 1 to the Registration Statement on
Form SB-2 File No. 333-35239 filed with the Commission on October 29, 1997.
(3) Filed as an exhibit to the Registration Statement on Form SB-2, File No.
33-96882-LA (the "Prior Registration Statement"), filed with the Commission
on September 12, 1995.
(4) Filed as an exhibit to Amendment No. 1 to the Prior Registration Statement,
filed with the Commission on March 20, 1996.
(5) Filed as an exhibit to the originally filed Registration Statement on Form
SB-2 File No. 333-35239, filed with the Commission on September 9, 1997.
(6) A schedule of the specific investors who received these Warrants is
attached as an appendix to this exhibit.
(7) Filed as an exhibit to Amendment No. 3 to the Prior Registration Statement,
filed with the Commission on November 12, 1996.
(8) Managerial contract or compensatory plan or arrangement in which the
Company's directors and officers participate.
(9) A schedule of investors and the amounts of their respective notes is
attached to this exhibit. These notes have been repaid by the Registrant
and have therefore been canceled.
(10) Filed as an exhibit to the Registrant's Form 10-KSB for the fiscal year
ended March 31, 1997, filed with the Commission on July 15, 1997.
<PAGE>
CARING PRODUCTS INTERNATIONAL, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
UNIT CERTIFICATE
EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK
AND ONE REDEEMABLE COMMON STOCK PURCHASE WARRANT
UNIT NUMBER ____________ __________ UNITS
CUSIP 141904 30 0
THIS CERTIFIES that, for value received
or registered assigns (the "Registered Holder"), is the owner of the number of
units (the "Units") specified above, each of which consists of one (1) share of
common stock, par value $0.01 per share (the "Common Stock"), of Caring Products
International, Inc., a corporation incorporated under the laws of the State of
Delaware (the "Company"), and one (1) Redeemable Common Stock Purchase Warrant
(the "Warrant" or, collectively, the "Warrants"). Prior to , 1997
or such later date as determined in the sole discretion of Paulson Investment
Company, Inc. (the "Separation Date"), following appropriate prior notice to the
holders of the Units, the Company will not recognize any separate transfer or
exchange of the Warrants and Common Stock which comprise the Units represented
by this Unit Certificate.
This Unit Certificate is exchangeable upon surrender hereof by the
Registered Holder to the Transfer Agent and Registrar or its successor for a new
Unit Certificate(s) of like tenor representing an equal aggregate number of
Units. Each of such new Unit Certificates shall represent the number of Units
as shall be designated by such Registered Holder at the time of such surrender.
This Unit Certificate shall be transferable at the office of the Transfer Agent
and Registrar or its successor by the Registered Holder in person or by attorney
duly authorized in writing upon surrender of this Unit Certificate. Upon due
presentment and payment of any applicable tax or other charge imposed in
connection therewith or incidental thereto for registration of transfer of this
Unit Certificate at such office, a new Unit Certificate(s) representing an equal
aggregate number of Units will be issued to the transferee in exchange for this
Unit Certificate. Commencing on the Separation Date, the Registered Holder
shall be entitled to exchange this Unit Certificate for separate certificates
representing the number of shares of Common Stock and Warrants comprising the
Units represented by this Unit Certificate upon surrender of this Unit
Certificate to the Transfer Agent and Registrar at the office of the Transfer
Agent and Registrar, together with any documentation required by the Transfer
Agent and Registrar.
The Warrants are issued pursuant to and are subject in all respects
to the terms and conditions set forth in the Warrant Agreement (the "Warrant
Agreement"), dated , 1997, by and between the Company and The
Bank of Nova Scotia Trust Company of New York, the Warrant Agent and
Co-Transfer Agent and Registrar. The Warrant Agreement provides, among other
things, for adjustments to the Purchase Price, as that term is hereinafter
defined, and the number of shares of Common Stock which may be purchased upon
exercise of the Warrants under certain circumstances. Each Warrant entitles
the Registered Holder thereof after the Separation Date to purchase one (1)
fully paid and nonassessable share of Common Stock upon presentation and
surrender of this Unit Certificate with the instructions for the registration
and delivery of Common Stock filled in at any time prior to 5:00 p.m. New
York City time ("close of business"), on , 2002, at the
Warrant Agent's office in New York, New York or the office of its successor
warrant agent or, if there be no successor warrant agent, at the corporate
offices of the Company, and upon payment of $ per share, subject to
adjustment to a purchase price equal to 120 percent of the average daily
closing price of the Common Stock for the 20 trading days following the
Separation Date (the "Purchase Price"), and any applicable taxes paid either
in cash, or by check, payable in lawful money of the United States of America
to the order of the Company. Notwithstanding anything herein to the
contrary, the Warrants shall not be exercisable or separately transferable
from the Common Stock comprising in part the Units prior to the Separation
Date. The number and kind of securities or other property for which the
<PAGE>
Warrants are exercisable are subject to further adjustment in certain events,
such as mergers, splits, stock dividends, recapitalization and the like.
Upon not less than 30 days' notice (the "Notice Period"), the Company
may at its option redeem all unexercised Warrants for $0.25 per Warrant at any
time after (i) the closing sale price of the Common Stock has exceeded 200
percent of the Purchase Price during any period of at least 20 consecutive
trading days, (ii) the Company has an effective registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), pertaining to the
Common Stock or other securities underlying the Warrants, and (iii) expiration
of the Notice Period before the Expiration Date. In the event the Company
exercises its right to redeem the Warrants, the Warrants will be exercisable
until close of business on the business day immediately preceding the date fixed
for redemption in such notice. All Warrants not theretofore exercised or
redeemed will expire on , 2002.
The Warrants are subject to all of the terms, provisions and
conditions of the Warrant Agreement, to all of which terms, provisions and
conditions the Registered Holder consents by acceptance hereof. The Warrant
Agreement is incorporated herein by reference and made a part hereof, and
reference is made to the Warrant Agreement for a full description of the
rights, limitations of rights, obligations, duties and immunities of the
Warrant Agent, the Company and the holders of the Warrants. Copies of the
Warrant Agreement are available for inspection at the stock transfer office
of the Warrant Agent or may be obtained upon written request addressed to the
Warrant Agent at its stock transfer office at One Liberty Plaza, New York,
New York 10006.
The Company shall not be required upon the exercise of the Warrants
to issue fractions of the Warrants, Common Stock or other securities, but
shall make adjustment therefor in cash on the basis of the current market
value of any fractional interest as provided in the Warrant Agreement.
In certain cases, the sale of securities by the Company upon
exercise of the Warrants would violate the securities laws of the United
States, certain states thereof or other jurisdictions. The Company has
agreed to maintain the effectiveness of a registration statement during the
term of the Warrants with respect to such sales under the Securities Act and
to take such action under the laws of various states as may be required to
cause the sale of securities upon exercise to be lawful. However, the
Company will not be required to honor the exercise of Warrants if, in the
opinion of its Board of Directors, upon advice of counsel, the sale of
securities upon such exercise would be unlawful. In certain cases, the
Company may, but is not required to, purchase Warrants submitted for exercise
for a cash price equal to the difference between the market price of the
securities obtainable upon such exercise and the Purchase Price of such
Warrants.
With respect to the Common Stock or any other securities of the
Company which may be issued on the exercise of the Warrants, (i) the
Registered Holder, as the holder of the Warrants, shall not be entitled to
vote, receive dividends or be deemed the holder of the Common Stock or any
other securities of the Company which may at any time be issuable on the
exercise of the Warrants for any purpose whatever and (ii) nothing contained
in the Warrant Agreement or herein be construed to confer upon the Registered
Holder, as the holder of the Warrants, any of the rights of a shareholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof or give or withhold
consent to any corporate action (whether upon any recapitalization, issuance
of stock, reclassification of stock, change of par value or change of stock
to no par value, consolidation, merger, conveyance or otherwise) or to
receive notice of meetings or other actions affecting shareholders (except as
provided in the Warrant Agreement) or to receive dividends or subscription
rights or otherwise until the Warrants shall have been exercised and the
Common Stock or other securities purchasable upon the exercise hereof shall
have become deliverable as provided in the Warrant Agreement.
The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise
of Warrants until any tax which may be payable in respect thereof by the
Registered Holder pursuant to the Warrant Agreement shall have been paid,
such tax being payable by the Registered Holder at the time of surrender.
The Company and the Transfer Agent and Registrar may deem and treat
the Registered Holder as the absolute owner hereof (notwithstanding any
notation of ownership or other writing thereon made by anyone
2
<PAGE>
other than the Company or the Transfer Agent and Registrar) for all purposes
whatever, and neither the Company nor the Transfer Agent and Registrar shall
be affected by any notice to the contrary.
This Unit Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware without giving affect to
the conflicts of law, and shall not be valid or obligatory for any purposes
until it shall have been countersigned by the Transfer Agent and Registrar.
WITNESS the facsimile signatures of the officers of the Company.
Dated:
CARING PRODUCTS INTERNATIONAL, INC.
/s/ William H.W. Atkinson
Chairman and Chief Executive Officer
/s/ Susan A. Schreter
President
Countersigned: THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
One Liberty Plaza
New York, New York 10006
By:
--------------------------------------------------------
Transfer Agent and Registrar Authorized Signature
3
<PAGE>
CARING PRODUCTS INTERNATIONAL, INC.
The following abbreviations when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-- as tenants in common UNIF GIFT MIN ACT-- Custodian
----------------------
TEN ENT-- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to
survivorship and not as tenants Minors Act ________
in common (State)
Additional abbreviations may also be used though not in the above list.
SUBSCRIPTION
(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE THE WARRANTS IN
WHOLE OR IN PART)
To: CARING PRODUCTS INTERNATIONAL, INC.
The undersigned Registered Holder (_________________________________)
(Please insert social security or
other identification number of
Registered Holder)
hereby irrevocably elects to exercise the right of purchase represented by
the within Unit Certificate for, and to purchase thereunder,
____________________shares of Common Stock provided for therein and tenders
payment herewith to the order of CARING PRODUCTS INTERNATIONAL, INC. in the
amount of $_________________. The undersigned requests that certificates for
such shares of Common Stock be issued as follows:
Name:_________________________________________________________________________
Address:______________________________________________________________________
Deliver to:___________________________________________________________________
Address:______________________________________________________________________
and if said number of Warrants being exercised shall not be all the Warrants
evidenced by this Unit Certificate, that a new Certificate for the balance of
such Warrants as well as the shares of Common Stock represented by this Unit
Certificate be registered in the name of, and delivered to, the Registered
Holder at the address stated below:
Address:______________________________________________________________________
Dated:________________,______
________________________________________________
(Signature must conform in all respects to the
name of Registered Holder as specified in the case
of this Unit Certificate in every particular,
without alteration or any change whatever.)
Signature Guaranteed: ________________________________________________
<PAGE>
ASSIGNMENT
(TO BE SIGNED ONLY UPON ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned Registered Holder (_______________________)
(Please insert Social
Security or other
identification number of
Registered Holder)
hereby sells, assigns and transfers unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please Print Name and Address including Zip Code)
Warrants evidenced by the within Unit Certificate, and irrevocably
constitutes and appoints ____________________________________________
Attorney to transfer this Unit Certificate on the books of Caring Products
International, Inc. with the full power of substitution in the premises.
Dated:________________,______
Signature Guaranteed:
______________________________
________________________________________________
(Signature must conform in all respects to the
name of Registered Holder as specified on the face
of this Unit Certificate in every particular,
without alteration or any change whatsoever, and
the signature must be guaranteed in the usual
manner.)
The signature should be guaranteed by an eligible institution (Banks,
Stockbrokers, Savings and Loan Association and Credit Union with membership in
an approved signature Medallion Program), pursuant to S.E.C. Rule 17Ad-15.
