EXHIBIT 4(b)
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE
UPON THE EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR QUALIFIED FOR SALE UNDER THE
SECURITIES LAWS OF ANY STATE OR JURISDICTION OF THE UNITED STATES. NO
REGULATORY BODY HAS ENDORSED THESE SECURITIES. THIS WARRANT CERTIFICATE, THE
WARRANTS IT EVIDENCES, AND THE UNDERLYING COMMON STOCK ISSUED ON EXERCISE OF
THE WARRANTS, MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE 1933 AND APPLICABLE STATE BLUE SKY LAWS ACT OR IN VIOLATION OF SUCH
SECURITIES LAWS.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF
COMPUTERIZED THERMAL IMAGING, INC.
NO. W-CTI-063000-____ ________ Warrants
This Warrant Certificate certifies that ______________________ (the
"Holder") is the owner of ______ Warrants (subject to adjustment as provided
herein), each of which represents the right to subscribe for and purchase from
COMPUTERIZED THERMAL IMAGING, INC., a Nevada corporation (the "Company"),
one-half ( 1/2) share of the common stock, par value $0.001 per share, of the
Company (the common stock, including any stock into which it may be changed,
reclassified or converted, is herein referred to as the "Common Stock") at the
purchase price of $5.00 per share (the "Exercise Price).
The Warrants represented by this Warrant Certificate are subject to the
following provisions, terms and conditions:
1. Vesting of Warrants.
The Holder shall be entitled to exercise the Warrants at any time during
the Exercise Period, as defined in Section 2 below.
2. Exercise of Warrants.
The Warrants may be exercised by the Holder in whole, or in part, (but
not as to a fractional share of Common Stock), by surrender of this Warrant
Certificate at the office of the Company located at 476 Heritage Park Blvd.,
Suite 210, Layton, Utah 84041 (or such other office or agency of the Company
as may be designated by notice in writing to the Holder at the address of such
Holder appearing on the books of the Company) with the appropriate form
attached hereto duly completed, at any time within the period beginning on the
date hereof and expiring at 5:00 p.m. Salt Lake City, Utah time, on February
28, 2005 (the "Exercise Period") and by payment to the Company by certified
check or bank draft of the Exercise Price for such shares. The Company agrees
that the shares of Common Stock so purchased shall be and are deemed to be
issued to the Holder as the record owner of such shares of Common Stock as of
the close of business on the date on which the Warrant Certificate shall have
been surrendered and payment made for such shares of Common Stock.
Certificates representing the shares of Common Stock so purchased, together
with any cash for fractional shares of Common Stock paid pursuant to Section
4(f), shall be delivered to the Holder promptly, and,
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unless the Warrants have expired, a new Warrant Certificate representing the
number of Warrants represented by the surrendered Warrant Certificate, if any,
that shall not have been exercised also shall be delivered to the Holder
within such time.
3. Shares Fully Paid; Reservation of Shares.
All shares of Common Stock that may be issued upon the exercise of the
rights represented by this Warrant shall, upon issuance, be fully paid and
non-assessable, and free from all taxes (other than taxes based on the income
of the Holder of this Warrant), with respect to the issue thereof. During the
period within which the rights represented by this Warrant may be exercised,
the Company shall at all times have authorized and reserved for issuance upon
exercise of the purchase right evidenced by this Warrant, a sufficient number
of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant. The Company agrees that its issuance of this
Warrant shall constitute full authority to its officers who are charged with
the duty of executing stock certificates to execute and issue the necessary
certificates for shares of common Stock issuable upon exercise of this
Warrant.
4. Adjustments.
The Exercise Price and the number of shares of Common Stock issuable upon
exercise of each Warrant shall be subject to adjustment from time to time as
follows:
(a) Stock Dividends; Stock Splits; Reverse Stock Splits;
Reclassifications. In case the Company shall (i) pay a dividend with respect
to its Common Stock in shares of capital stock, (ii) subdivide its outstanding
shares of Common Stock, (iii) combine its outstanding shares of Common Stock
into a smaller number of shares of any class of Common Stock or (iv) issue any
shares of its capital stock in a reclassification of the Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), other than
elimination of par value, a change in par value, or a change from par value to
no par value (any one of which actions is herein referred to as an "Adjustment
Event"), the number of shares of Common Stock purchasable upon exercise of
each Warrant immediately prior to the record date for such Adjustment Event
shall be adjusted so that the Holder shall thereafter be entitled to receive
the number of shares of Common Stock or other securities of the Company (such
other securities thereafter enjoying the rights of shares of Common Stock
under this Warrant Certificate) that such Holder would have owned or have been
entitled to receive after the happening of such Adjustment Event, had such
Warrant been exercised immediately prior to the happening of such Adjustment
Event or any record date with respect thereto. An adjustment made pursuant to
this Section 4(a) shall become effective immediately after the effective date
of such Adjustment Event retroactive to the record date, if any, for such
Adjustment Event.
(b) Adjustment of Exercise Price. Whenever the number of shares of
Common Stock purchasable upon the exercise of each Warrant is adjusted
pursuant to Section 4(a), the Exercise Price for each
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share of Common Stock payable upon exercise of each Warrant shall be adjusted
by multiplying such Exercise Price immediately prior to such adjustment by a
fraction, the numerator of which shall be the number of shares of Common Stock
purchasable upon the exercise of each Warrant immediately prior to such
adjustment, and the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.
(c) De Minimis Adjustments. No adjustment in the Exercise Price and
number of shares of Common Stock purchasable hereunder shall be required
unless such adjustment would require an increase or decrease of at least $0.15
in the Exercise Price; provided, however, that any adjustments which by reason
of this Section 4(c) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations shall be
made to the nearest full share.
(d) Adjustment Limitations. Except as provided in this section 4, no
adjustment on account of dividends or interest on Common Stock or other
securities purchasable hereunder will be made upon the exercise hereof.
(e) Statement on Warrant Certificates. The form of this Warrant
Certificate need not be changed because of any change in the Exercise Price or
in the number or kind of shares purchasable upon the exercise of a Warrant.
However, the Company may at any time, in its sole discretion, make any change
in the form of the Warrant Certificate that it may deem appropriate and that
does not affect the substance hereof, and any Warrant Certificate thereafter
issued, whether in exchange or substitution for any outstanding Warrant
Certificate or otherwise, may be in the form so changed.
(f) Fractional Interest. The Company shall not be required to issue
fractional shares of Common Stock on the exercise of the Warrants. The number
of full shares of Common Stock, which shall be issuable upon such exercise,
shall be computed on the basis of the aggregate number of whole shares of
Common Stock purchasable on the exercise of the Warrants so presented. If any
fraction of a share of Common Stock would, except for the provisions of this
Section 4(f), be issuable on the exercise of the Warrants (or specified
proportion thereof), the Company shall pay an amount in cash calculated by it
to be equal to the then fair value of one share of Common Stock, as determined
by the Board of Directors of the Company in good faith, multiplied by such
fraction computed to the nearest whole cent.
5. No Rights of Stockholder.
The Warrant Holder shall not be entitled to vote or to receive dividends
or shall otherwise be deemed to be the holder of shares of Common Stock for
any purpose, nor shall anything contained herein or in any Warrant Certificate
be construed to confer upon the Holder, as such, any of the rights of a
stockholder of the Company or any right to vote upon or give or withhold
consent to any action of the Company (whether upon any reorganization,
issuance of securities, reclassification or conversion of Common Stock,
consolidation, merger, sale, lease, conveyance, or otherwise),
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receive notice of meetings or other action affecting stockholders (except for
notices expressly provided for herein) or receive dividends or subscription
rights, until the Warrant Certificate shall have been surrendered for exercise
accompanied by full and proper payment of the Exercise Price as provided
herein and shares of Common Stock hereunder shall have become issuable and
until the Holder shall have been deemed to have become a holder of record of
such shares. The Holder shall not, upon the exercise of Warrants, be entitled
to any dividends if the record date with respect to payment of such dividends
shall be a date prior to the date such shares of Common Stock became issuable
upon the exercise of such Warrants.
6. Registration Rights.
(a) The Company has agreed to file, on or before July 1, 2000, a
registration statement under the Securities Act of 1933, as amended, covering
the registration of the underlying shares of Common Stock to be issued upon
exercise of the Warrants.
(b) All fees, disbursements and expenses incurred by the Company in
connection with any registration pursuant to this section 6 shall be borne by
the Company, excluding legal fees and disbursements of counsel for the Warrant
Holder.
7. Closing of Books.
The Company will at no time close its transfer books against the transfer
of any Warrant or of any shares of Common Stock or other securities issuable
upon the exercise of any Warrant in any manner which interferes with the
timely exercise of the Warrants.
8. Warrants Exchangeable; Loss, Theft.
This Warrant Certificate is exchangeable, upon the surrender hereof by
any Holder at the office or agency of the Company referred to in Section 2,
for new Warrant Certificates of like tenor representing in the aggregate the
right to subscribe for and purchase the number of shares of Common Stock which
may be subscribed for and purchased hereunder, each such new Warrant to
represent the right to subscribe and purchase such number of shares of Common
Stock as shall be designated by said Holder hereof at the time of such
surrender. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation, or upon surrender or cancellation of this
Warrant Certificate, the Company will issue to the Holder hereof a new Warrant
Certificate of like tenor, in lieu of this Warrant Certificate, representing
the right to subscribe for and purchase the number of shares of Common Stock
which may be subscribed for and purchased hereunder.
9. Mergers, Consolidations.
If the Company shall merge or consolidate with another corporation, the
Holder of this Warrant shall thereafter have the right, upon exercise hereof
and payment of the Exercise Price, to receive solely the kind and amount of
shares of stock (including, if applicable, Common Stock), other securities,
property or cash or any combination thereof receivable by a holder of the
number of shares of Common Stock, as adjusted from time to time, for which
this Warrant might have been exercised immediately prior to such merger or
consolidation (assuming, if applicable, that the Holder of such Common Stock
failed to exercise its rights of election, if any, as to the kind or amount
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of shares of stock, other securities, property or cash or combination thereof
receivable upon such merger or consolidation).
10. Expenses.
The Holder shall bear the cost of all underwriting discounts, selling
commissions and stock transfer taxes applicable to the Warrant and the Common
Stock underlying the Warrants.
11. Compliance with Securities Laws.
The Holder of this Warrant, by acceptance hereof, agrees that this
Warrant and the Common Stock to be issued upon exercise hereof are being
acquired for investment and that such Holder will not offer, sell or otherwise
dispose of this Warrant or any Common Stock to be issued upon exercise hereof
except under circumstances that will not result in a violation of the 1933 Act
or any applicable state Blue Sky law. This Warrant and all Common Stock
issued upon exercise of this Warrant (unless registered under the 1933 Act)
shall bear a legend in substantially the following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THIS SECURITY MAY NOT BE SOLD, OFFERED
FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THESE
SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."
12. Disposition of Warrant and Common Stock.
With respect to any offer, sale or other disposition of this Warrant or
any shares of Common Stock acquired pursuant to the exercise of this Warrant
prior to registration of such shares, the Holder hereof and each subsequent
holder of this Warrant agrees to give written notice to the Company prior
thereto, describing briefly the manner thereof, together with a written
opinion of such Holder's counsel, if requested by the Company, to the effect
that such offer, sale or other disposition may be effected without
registration or qualification of this Warrant or such Common Stock under the
1933 Act or any applicable state Blue Sky law then in effect, and indicating
whether or not under any of said laws certificates for this Warrant or such
Common Stock to be sold or otherwise disposed of require any restrictive
legend as to applicable restrictions on transferability in order to ensure
compliance therewith. Upon receiving such written notice and reasonably
satisfactory opinion, if so requested, the Company shall notify such Holder
that such Holder can sell or otherwise dispose of this Warrant or such Common
Stock, all in accordance with the terms of the notice delivered to the
Company. If a determination has been made pursuant to this section 12 that
the opinion of counsel for the Holder is not reasonably satisfactory to the
Company, the Company shall so notify the Holder promptly after such
determination has been made.
13. Miscellaneous.
(a) Binding on Successors. This Warrant shall be binding upon any
successors or assigns of the Company. This Warrant shall constitute a
contract under the laws of the State of Utah and for all purposes shall be
construed in accordance with and governed by the laws of the State of Utah.
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(b) Headings. The headings in this Warrant are for purposes of
convenience and reference only and shall not be deemed to constitute a part
hereof.
(c) Amendments. This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by
the Company and the registered Holder hereof.
Dated as of April 17, 2000
COMPUTERIZED THERMAL IMAGING, INC.
By:
-----------------------------
Chief Financial Officer
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[FORM OF ELECTION TO PURCHASE]
(To be executed upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ____________ shares of
Common Stock and herewith tenders in payment for such shares a certified check
or bank draft payable to the order of COMPUTERIZED THERMAL IMAGING, INC. in
the amount of $__________________, all in accordance with the terms hereof.
The undersigned requests that a certificate for such shares be registered in
the name of ________________________________ whose address is
_______________________________________________________ and that such
certificate (or any payment in lieu thereof) be delivered to
_______________________________________________________ whose address is
___________________________________________________________.
Dated: _________________________ __________________________________
(Signature
must conform in all respects to
name of Holder as specified on
the face of the Warrant.)
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