<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Allin Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
019924 10 9
----------------
(CUSIP Number)
Copy to:
Thomas D. Wright Bryan D. Rosenberger
500 Greentree Commons Eckert Seamans Cherin & Mellott, LLC
381 Mansfield Avenue 44th Floor, 600 Grant Street
Pittsburgh, PA 15220 Pittsburgh, PA 15219
(412) 928-8800 (412) 566-6000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
<PAGE>
SCHEDULE 13D
CUSIP No. 019924 10 9
-----------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON:
1. I.R.S. IDENTIFICATION NO.:
Thomas D. Wright ###-##-####
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3.
------------------------------------------------------------------------------
SOURCE OF FUNDS:
4.
Not applicable
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5.
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION:
6.
United States
------------------------------------------------------------------------------
SOLE VOTING POWER:
7.
NUMBER OF
391,194(1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER:
BENEFICIALLY 8.
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER:
9.
REPORTING
391,194(1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER:
WITH 10.
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11.
391,194(1)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12.
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
13.
5.4%(1)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON:
14.
IN
------------------------------------------------------------------------------
___________________________
(1) See response to Item 5.
<PAGE>
This statement amends Items 3, 4, 5, 6 and 7 of the Schedule 13D
of Thomas D. Wright (the "Reporting Person") dated November 6, 1996, as amended
by Amendment No. 1 thereto dated January 2, 1998 and Amendment No. 2 dated
December 31, 1998 (as so amended, the "Schedule 13D"). All capitalized terms
used herein and not otherwise defined shall have the meanings ascribed to such
terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
On December 29, 2000, the Reporting Person purchased in a private
transaction with his personal funds ten shares of the Company's Series G
Convertible Redeemable Preferred Stock (the "Series G Preferred Stock") and a
related warrant to purchase 57,142 shares of Common Stock for an aggregate
purchase price of $100,000, or $10,000 per share of Series G Preferred Stock.
On December 29, 2000, the Company's stockholders approved the Company's issuance
of shares of Common Stock upon conversion of the Series G Preferred Stock and
upon exercise of the related warrant. See Item 5.
Item 4. Purpose of Transaction.
The Reporting person purchased the shares of Series G Preferred
Stock and the related warrant in order to facilitate the Company's raising of
additional capital. The Reporting Person has no present plans or proposals to
change the Company's business, corporate structure, capitalization, management
or dividend policy.
The Reporting Person has no present plans or proposals which
relate to or would result in any of the following (although the Reporting Person
reserves the right to develop such plans or proposals or any other plans
relating to the Company and to take action with respect thereto): (i) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization or
dividend policy of the Company; (vi) any other material change in the Company's
business or corporate structure; (vii) changes in the Company's certificate of
incorporation, bylaws, or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Company by any person; (viii)
causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (ix) a class
of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action
similar to any of those enumerated above.
The Reporting Person, without the consent of the Company, may
purchase additional shares of Common Stock in the open market or in private
transactions at any time. The
2
<PAGE>
Reporting Person also has the right to convert the shares of Series D
Convertible Redeemable Preferred Stock (the "Series D Preferred Stock") and
Series G Preferred Stock he holds into shares of Common Stock and to exercise
the warrants he holds (collectively, the "Warrants") for Common Stock.
Item 5. Interest in Securities of Issuer.
The number of shares Common Stock issued and outstanding and the
percentage calculations resulting therefrom in this Item 5 are based on the
number of shares of Common Stock outstanding as reported in the Company's
quarterly report on Form 10-Q for the quarter `ended September 30, 2000. The
reported number of shares of Common Stock that may be acquired upon conversion
of the Series D Preferred Stock is based on the lowest applicable conversion
price in effect on December 29, 2000. The Company has informed the Reporting
Person that there are 150 shares of Series G Preferred Stock issued and
outstanding.
The 200 shares of Series D Preferred Stock held by the Reporting
Person are convertible into 55,363 shares of Common Stock, the ten shares of
Series G Preferred Stock held by the Reporting Person are convertible into
85,949 shares of Common Stock and the Warrants are exercisable for 104,201
shares of Common Stock.
The Reporting Person beneficially owns and has sole voting and
dispositive power with respect to 145,681 shares of Common Stock representing
approximately 2.1% of the shares of Common Stock outstanding. Based on an
estimated book value of the Company as of December 29, 2000, holders of the
Series G Preferred Stock are entitled to 4,752 votes per share, and, generally,
such holders will vote together with the holders of the Common Stock as a single
class. Therefore, the 145,681 shares of Common Stock and the ten shares of
Series G Preferred Stock beneficially owned by the Reporting Person represent
approximately 2.5% of the combined voting power of Company's outstanding voting
capital stock.
The Reporting Person may also be deemed to own the 55,363 shares
of Common Stock into which the 200 shares of Series D Preferred Stock may be
converted, the 85,949 shares of Common Stock into which the ten shares of Series
G Preferred Stock may be converted and the 104,201 shares of Common Stock for
which the Warrants may be exercised. Therefore, the Reporting Person may be
deemed to beneficially own an aggregate of 391,194 shares of Common Stock
representing approximately 5.4% of the shares of Common Stock outstanding,
assuming that the 55,363 shares of Common Stock issuable upon conversion of
Series D Preferred Stock, the 85,949 shares issuable upon conversion of the
Series G Preferred Stock, and the 104,201 issuable upon exercise of the Warrants
are currently issued and outstanding.
The minimum possible conversion price for the Series G Preferred
Stock is $.35. At such conversion price, the Reporting Person's ten shares of
Series G Preferred Stock would be convertible into a maximum of 285,714 shares
of Common Stock.
3
<PAGE>
The shares being reported as beneficially owned by the Reporting
Person do not include 5,000 shares held by the Reporting Person's spouse and
78,000 shares held by trusts of which such spouse is a trustee.
The Reporting Person also owns 1,764.7059 shares of the Company's
Series C Convertible Redeemable Preferred Stock (the "Series C Preferred
Stock"), which are not convertible into Common Stock.
No transactions in Common Stock were effected during the past 60
days by the Reporting Person.
Item. 6 Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As discussed in Item 3, on December 29, 2000 the Reporting Person
purchased a Warrant to purchase 57,142 shares of Common Stock. The exercise
price under this Warrant is $1.75 per share. Payment of the exercise price may
be made in cash or by delivery to the Company of shares of Series C Preferred
Stock or Series D Preferred Stock having an aggregate liquidation value plus
accrued and unpaid dividends, if any, equal to the exercise price for the number
of shares to be purchased upon exercise. The Warrant will expire on December
29, 2005.
Under the Certificate of Designation governing the Series G
Preferred Stock, the holders of the Series G Preferred Stock have pro rata
preemptive rights for one year to subscribe for securities being issued by the
Company in connection with certain future equity transactions.
The Reporting Person, the Company and the other holders of Series G
Preferred Stock are parties to a Registration Rights Agreement pursuant to which
the Company granted to such holders certain rights to require the Company to
register the shares of Common Stock acquired upon conversion of the shares of
Series G Preferred Stock and upon exercise of the related Warrants owned by the
Reporting Person under the Securities Act of 1933, as amended, for public
offering and sale.
Item 7. Material to be Filed as Exhibits.
The following is filed as an exhibit to this Amendment No. 3 to the
Schedule 13D:
A. Warrant, dated December 29, 2000, to purchase 57,142 shares of Common
Stock.
4
<PAGE>
Signatures.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 11, 2001 By: /s/ Thomas D. Wright
-------------------------- -----------------------------
Date Thomas D. Wright
5
<PAGE>
EXHIBIT A
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
SECURITIES LAWS OF ANY STATE, HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO APPLICABLE PROVISIONS OF
FEDERAL AND STATE SECURITIES LAWS OR EXEMPT FROM THE REGISTRATION REQUIREMENTS
THEREOF.
No. 5 WARRANT
VOID AFTER 5:00 p.m., Pittsburgh, Pennsylvania Time, on December 29, 2005.
Warrant to Purchase 57,142
Shares of Common Stock
WARRANT TO PURCHASE COMMON STOCK
OF
ALLIN CORPORATION
This is to certify that, for valuable consideration, receipt of which
is hereby acknowledged, THOMAS D. WRIGHT (the "Holder"), is entitled to
purchase, subject to the provisions of this Warrant, from ALLIN CORPORATION, a
Delaware corporation (the "Company"), 57,142 fully paid and nonassessable shares
of the Common Stock, $.01 par value per share, of the Company (the "Stock"),
subject to adjustment as hereinafter set forth, at such price, during such
period and subject to such terms as hereinafter set forth. Unless the context
otherwise requires, the term "Warrant" or "Warrants" as used herein includes
this Warrant and any other Warrant or Warrants which may be issued pursuant to
the provisions of this Warrant, whether upon transfer, assignment, partial
exercise, divisions, combinations, exchange or otherwise, and the term "Holder"
includes any transferee or transferees or assignee or assignees of the Holder
named above, all of whom shall be subject to the provisions of this Warrant,
and, when used with reference to shares of Stock, means the holder or holders of
such shares of Stock. This Warrant was originally issued pursuant to the terms
of that certain Subscription Agreement dated as of November 2000 between the
original Holder and the Company.
<PAGE>
Section 1. Exercise Price. Subject to the provisions with respect to
adjustment in Section 7, the purchase price for each share of Stock purchasable
pursuant hereto shall be $1.75 per share (hereinafter, as adjusted from time to
time as herein required, the "Exercise Price").
Section 2. Exercise of Warrant.
(a) This Warrant may only be exercised pursuant to this Section 2.
(b) This Warrant may be exercised, in whole or in part at any time or
from time to time, on or prior to 5:00 p.m., Pittsburgh, Pennsylvania time, on
December 29, 2005, or if such date is a day on which federal or state chartered
banking institutions located in the Commonwealth of Pennsylvania are authorized
by law to close, then on the next succeeding day which shall not be such a day,
by presentation and surrender to the Company at its principal office in
Pennsylvania of this Warrant and the purchase form annexed hereto duly executed
and accompanied by payment, in cash, certified or cashier's check payable to the
order of the Company or shares of Series C Redeemable Preferred Stock of the
Company ("Series C Preferred Stock") or Series D Convertible Redeemable
Preferred Stock of the Company ("Series D Preferred Stock"), of the Exercise
Price for the number of shares of Stock to be purchased upon exercise of the
Warrant. If payment is made by delivery of shares of Series C Preferred Stock
and/or Series D Preferred Stock, the number of shares of Series C Preferred
Stock and/or Series D Preferred Stock so delivered must have an aggregate
liquidation value plus accrued and unpaid dividends, if any, equal to the
exercise price for the number of shares of Stock to be purchased upon exercise
of the Warrant. If this Warrant is exercised in part only, the Company shall,
promptly after presentation of this Warrant upon such exercise, execute and
deliver a new Warrant evidencing the rights of the Holder hereof to purchase the
unexercised balance of this Warrant. Upon and as of such receipt of this
Warrant and the purchase form by the Company at its principal office in
Pennsylvania, in proper form for exercise and accompanied by payment as herein
provided, the Holder shall be deemed to be the holder of record of the shares of
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 Stock shall not then be actually delivered to the Holder.
Section 3. Covenants of Company. The Company represents, warrants,
covenants and agrees as follows:
(a) All Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance in accordance with the
provisions of this Warrant, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issuance).
(b) The Company will at all times until expiration of this Warrant
reserve and keep available, free from preemptive rights, out of its authorized
but unissued capital stock (or capital stock held in treasury), a number of
shares of Stock equal to the total number of shares of Stock issuable upon
exercise of this Warrant.
2
<PAGE>
(c) The Company acknowledges and agrees that, pursuant to a
Registration Rights Agreement dated as of December 29, 2000 among the Company,
the original Holder and other holders of warrants, the Holder has certain
registration rights with respect to the shares of Stock issuable upon exercise
of this Warrant.
Section 4. Fractional Shares. No fractional shares of Stock or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional shares to which the Holder would otherwise
be entitled upon exercise hereof, the Company shall pay to the Holder an amount
in cash equal to such fraction multiplied by the Exercise Price.
Section 5. Transfer, Exchange, Assignment or Loss of Warrant.
5.1 This Warrant may not be assigned or transferred except as
provided in this Section 5 and in accordance with and subject to the provisions
of the Securities Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder (said Act and such Rules and Regulations being
hereinafter collectively referred to as the "Act"). Any purported transfer or
assignment made other than in accordance with this Section 5 shall be null and
void and of no force and effect.
5.2 Prior to any transfer of this Warrant, other than in an offering
registered under the Act, the Holder shall notify the Company in writing of its
intention to effect such transfer, indicating the circumstances of the proposed
transfer and furnish the Company with an opinion of its counsel, which counsel
and opinion shall be reasonably satisfactory to the Company, to the effect that
the proposed transfer may be made without registration under the Act or
registration or qualification under any applicable state securities laws. The
Company will promptly notify the Holder if the opinion of counsel furnished to
the Company is reasonably satisfactory to the Company. Unless the Company
notifies the Holder within 10 business days after its receipt of such opinion
that such opinion is not reasonably satisfactory to counsel for the Company, the
Holder may proceed to effect the transfer.
5.3 Each certificate for shares of Stock or for any other security
issued or issuable upon exercise of this Warrant shall contain the following
legend (unless the Company shall have received an opinion of counsel reasonably
satisfactory to it that such legend is not required to assure compliance with
the Act):
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR SECURITIES LAWS OF ANY STATE, HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION
AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT
TO APPLICABLE PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR EXEMPT
FROM THE REGISTRATION REQUIREMENTS THEREOF.
3
<PAGE>
The Holder, by accepting this Warrant, agrees and represents that,
unless the shares of Stock to be issued to such Holder upon exercise hereof
shall have been registered under the Act prior to the delivery thereof to such
Holder, it will acquire such shares for investment and not with a view to their
distribution.
5.4 Any assignment permitted hereunder shall be made by surrender of
this Warrant to the Company at its principal office in Pennsylvania with the
assignment form annexed hereto duly completed and executed. In such event the
Company shall, without charge for any issuance or transfer tax or other costs
incurred by the Company with respect to such transfer, 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
thereof at the principal office of the Company in Pennsylvania together with a
written notice signed by the Holder thereof, specifying the names and
denominations in which new Warrants are to be issued.
5.5 Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant (provided that an
affidavit of the Holder shall be satisfactory for such purpose), and of
indemnity satisfactory to it and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date and any such lost, stolen or destroyed Warrant shall
thereupon become void.
Section 6. Rights of Holder. Any Holder of this Warrant shall not, by
virtue hereof, be entitled to any rights of a stockholder in the Company, either
at law or in equity, and the rights of any such Holder are limited to those
expressed in this Warrant and are not enforceable against the Company except to
the extent set forth herein.
Section 7. Adjustment in the Number of Warrant Shares Purchasable and
Exercise Price.
7.1 The number of shares of Stock or other securities or property for
which this Warrant may be exercised and the Exercise Price shall be subject to
adjustments as follows:
(a) If the Company, at any time or from time to time, effects a
subdivision or combination, by stock split, reverse stock split or otherwise, of
its outstanding shares of Stock into a larger or smaller number of shares of
Stock, the number of shares of Stock for which this Warrant may be exercised
immediately prior to such subdivision or combination shall be increased or
reduced in the same proportion as the increase or decrease in the outstanding
shares of Stock and the then applicable Exercise Price shall be adjusted by
multiplying such Exercise Price by a fraction, the numerator of which shall be
the number of shares of Stock purchasable upon exercise hereof immediately prior
to such subdivision or combination and the denominator of which shall be the
number of shares of Stock purchasable immediately following such subdivision or
combination. Any adjustment under this Paragraph (a) shall become effective at
the close of business on the date the subdivision or combination becomes
effective.
4
<PAGE>
(b) If the Company, at any time or from time to time, declares a
dividend on Stock payable in Stock or securities convertible into Stock the
number of shares of Stock for which this Warrant may be exercised shall be
increased, as of the close of business on the record date for determining which
holders of Stock shall be entitled to receive such dividend, in proportion to
the increase in the number of outstanding shares of Stock as a result of such
dividend (treating for this purpose any securities convertible into Stock as so
converted) and the then applicable Exercise Price shall be adjusted by
multiplying such Exercise Price by a fraction, the numerator of which shall be
the number of shares of Stock purchasable upon exercise hereof immediately prior
to the record date for such dividend and the denominator of which shall be the
number of shares of Stock purchasable immediately following the record date for
such dividend (treating for this purpose any securities convertible into Stock
as so converted).
(c) If the Company at any time or from time to time makes, or fixes a
record date for the determination of holders of Stock entitled to receive, a
dividend or other distribution payable in securities of the Company other than
shares of Stock or securities convertible into Stock, then and in each such
event provision shall be made so that the Holder shall receive upon exercise
hereof, in addition to the number of shares of Stock receivable thereupon, the
amount of securities of the Company which it would have received had this
Warrant been exercised on the date of such event and had it thereafter, during
the period from the date of such event to and including the date of exercise,
retained such securities receivable by it as aforesaid during such period,
subject to all other adjustments called for during such period under this
Section 7 with respect to the right of the Holder.
(d) If the Stock issuable upon the exercise of this Warrant is
changed into the same or a different number of shares of any class or classes of
stock of the Company or property, whether by recapitalization, reclassification
or other exchange (other than a subdivision or combination of shares, or a stock
dividend, or a reorganization, merger, consolidation or sale of assets provided
for elsewhere in this Section 7), then and any in such event the Holder shall
have the right thereafter to purchase the kind and amount of stock and other
securities and property receivable upon such recapitalization, reclassification
or other exchange by holders of the number of shares of Stock with respect to
which this Warrant might have been exercised immediately prior to such
recapitalization, reclassification or other exchange, all subject to further
adjustments as provided herein.
(e) If at any time or from time to time there is a capital
reorganization of the Stock (other than a subdivision or combination of shares
or a stock dividend or recapitalization, reclassification or exchange of shares
provided for elsewhere in this Section 7) or a consolidation or merger of the
Company with or into another entity or the sale of all or substantially all of
the Company's assets to another person, then, as part of such capital
reorganization, consolidation, merger or sale, provision shall be made so that
the Holder shall thereafter be entitled to receive upon exercise of this Warrant
the same kind and number of shares of Stock and other securities, cash or other
property as would have been distributed to the Holder upon such reorganization,
reclassification, consolidation, merger or sale had the Holder exercised this
Warrant immediately prior to such reorganization, reclassification,
consolidation, merger or sale. The Holder shall pay upon such exercise the
Exercise Price that otherwise would have been payable pursuant to the
5
<PAGE>
terms of this Warrant. Appropriate adjustment shall be made in the application
of the provisions of this Section 7 with respect to the rights of the Holder
after the reorganization, consolidation, merger or sale to the end that the
provisions of this Section 7 (including adjustment of the Exercise Price then in
effect and the number of shares or securities deliverable upon exercise of this
Warrant) shall be applicable after that event and shall be nearly equivalent to
the provisions hereof as may be practicable. If any such reorganization,
reclassification, consolidation, merger or sale 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 shall, upon distribution to the Holder,
consider the Exercise Price to have been paid in full, and in making settlement
to the Holder, shall deduct an amount equal to the Exercise Price from the
amount payable to the Holder.
(f) The number of shares of Stock for which this Warrant may be
exercised and the Exercise Price shall be adjusted on a weighted average basis
in the event of a dilutive issuance involving any sale of equity stock or stock
equivalents of the Company at a price below the greater of the Exercise Price or
85% of the market value of the Stock. A "dilutive issuance," however, will not
include any: (i) grants of options under any Company stock option plan that has
been approved by the Company's Board of Directors or any issuance of Stock as a
result of the exercise of such options, provided that the exercise price of any
such option is not less than the fair market value of the Stock on the date of
the grant; (ii) issuance of Stock upon the conversion of any shares of preferred
stock of the Company outstanding on December 29, 2000 (the "Subscription Date")
or upon the conversion of any other convertible debt or other convertible
securities of the Company outstanding on the Subscription Date; (iii) issuance
of Stock upon the exercise of warrants outstanding on the Subscription Date and
of warrants issued to the holders of the Series G Preferred Stock; (iv) issuance
of Stock upon conversion of shares of Series G Preferred Stock; (v) issuance of
Stock in connection with the acquisition by the Company of another business, or
the stock or assets of another company (including shares of Stock that may be
issued to pay any earn-out payments in connection with the acquisition); or (vi)
a firm commitment underwritten public offering of Stock that results in gross
proceeds to the Company of not less than $10,000,000.
7.2 If the Company shall, other than as provided in Paragraph (e) of
Section 7.1, dissolve, liquidate or wind up its affairs, the Holder shall
thereafter have the right to receive upon proper exercise of this Warrant, in
lieu of the shares of Stock of the Company that the Holder otherwise would have
been entitled to receive, the same kind and amount of securities or assets as
would have been issued, distributed or paid to the Holder upon any such
dissolution, liquidation or winding up with respect to such shares of Stock of
the Company had the Holder been the holder of record of such shares of Stock
receivable upon exercise of this Warrant on the date for determining those
entitled to receive any such distribution.
7.3 In each case of an adjustment or readjustment of the Exercise
Price or the number of shares of Stock or other securities issuable upon
exercise of this Warrant, the Company, at its expense, shall promptly cause
independent public accountants of recognized standing selected by the Company
(who may be the independent public accountants then auditing the books of the
Company) to compute such adjustment or readjustment in accordance with the
provisions hereof and prepare a certificate showing such adjustment or
readjustment,
6
<PAGE>
and shall promptly mail such certificate, by first class mail, postage prepaid,
to the Holder at the Holder's address as shown in the Company's books. The
certificate shall set forth such adjustment or readjustment, showing in detail
the facts upon which such adjustment or readjustment is based.
7.4 At the request of the Holder and upon surrender of this Warrant,
the Company shall reissue this Warrant in a form conforming to the adjustment or
change made pursuant to this Section 7.
Section 8. Notices to Warrant Holder. In the event of: (i) any taking
by the Company of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution or any right to subscribe for, purchase or
otherwise acquire any shares of Stock of any class or any other securities or
property, or to receive any other rights; (ii) any capital reorganization of the
Company, any reclassification or recapitalization of the Stock of the Company or
any transfer of all or substantially all of the assets of the Company to any
other person or any consolidation or merger involving the Company and any other
person; or (iii) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company; then the Company shall give to the Holder of this
Warrant a notice specifying the date or expected date of any such taking of a
record or other event and describing the same in reasonable detail. Such notice
shall be given at least 20 days prior to the date therein specified.
Section 9. Governing Law. This Warrant shall be construed in
accordance with the laws of the State of Delaware applicable to contracts
executed and to be performed wholly within such state.
Section 10. Notice. Notices and other communications to be given to
the Holder of this Warrant or to the Company shall be deemed to be sufficiently
given if delivered by hand or mailed, registered or certified mail, postage
prepaid, to the following address:
If to the Holder: Thomas D. Wright
c/o The Hawthorne Group
500 Greentree Commons
381 Mansfield Avenue
Pittsburgh, PA 15220
If to the Company: Allin Corporation
381 Mansfield Avenue
Suite 400
Pittsburgh, PA 15220
Attn: Richard W. Talarico
or such other address as the Holder or the Company shall have designated by
written notice to the other as herein provided. Notice by mail shall be deemed
given when deposited in the United States mail, postage prepaid, as herein
provided.
7
<PAGE>
Section 11. Amendment. No amendment to this Warrant shall be valid
unless contained in a writing duly executed by the Holder and the Company.
IN WITNESS WHEREOF, the Company has executed this Warrant effective as
of September 29, 2000.
ALLIN CORPORATION
By: ____________________________
Title: _________________________
8
<PAGE>
PURCHASE FORM
-------------
Dated ____________, ____
The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing __________ shares of 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)
Address __________________________________________________________________
__________________________________________________________________________
Signature: ____________________
9
<PAGE>
ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED, ____________________ hereby sells, assigns and
transfers unto
Name ___________________________________________________________________________
(Please typewrite or print in block letters)
Address ________________________________________________________________________
the right to purchase Stock represented by this Warrant to the extent of
__________ shares of Stock 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.
Signature: ________________________
Dated:____________, ____
10
