EXHIBIT 1.3
THIS PURCHASE OPTION MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED PRIOR TO
________________, 2001. THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS
ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
PURCHASE OPTION PRIOR TO THAT DATE OTHER THAN TO AN OFFICER OR PARTNER OF SUCH
HOLDER.
NOT EXERCISABLE PRIOR TO ________________, 2001. VOID AFTER 5:00 P.M. EASTERN
TIME, ________________, 2005.
REPRESENTATIVE'S PURCHASE OPTION
To Purchase Up To 125,000 Shares, 625,000 Warrants or Both
of
SFBC INTERNATIONAL, INC.
(A Delaware Corporation)
THIS CERTIFIES THAT, in consideration of $125.00 aggregate purchase
price duly paid by HD Brous & Co., Inc., its successors or assigns as provided
herein (the "Holder"), as registered owner of this Purchase Option, to SFBC
International, Inc. ("SFBC" or the "Company"), is entitled to at any time or
from time to time at or after _______________, 2001 and at or before 5:00 p.m.,
Eastern Time, ______________, 2005 ("Termination Date"), but not thereafter, to
subscribe for, purchase and receive 125,000 Shares of common stock, $.001 par
value per share (collectively, "Common Shares") of SFBC, 625,000 Warrants to
purchase one share of common stock of SFBC ("Warrants") or any combination of
Common Shares or Warrants. This Purchase Option is exercisable at $12.80 per
share of Common Shares so purchased and of $.40 per Warrant so purchased (the
"Exercise Price"), upon presentation and surrender of this Purchase Option and
upon payment of the Exercise Price for such of the Common Shares or Warrants at
the principal office of the Company; provided, however, that upon the occurrence
of any of the events specified in the Statement of Rights of Purchase Option, a
copy of which is attached as Annex I hereto and by this reference made a part
hereof, the rights granted by this Purchase Option, including the number of
Common Shares or Warrants to be received upon such exercise, shall be adjusted
as therein specified. If the Termination Date is a day on which banking
institutions are authorized by law to close, then this Purchase Option may be
exercised in accordance with the terms herein on the next succeeding day which
is not such a day on which banking institutions are authorized by law to close.
During the period ending on the Termination Date, the Company agrees not to take
any action that would terminate the Purchase Option.
The Exercise Price may be paid in cash, by check or by the surrender to
the Company of that number of the Common Shares or Warrants, as the case may be,
which is calculated by (A) multiplying (i) the total number of Common Shares or
Warrants, as the case may be, by (ii) the Exercise Price, and (B) dividing the
product by the then-current inside offer, on the date of exercise, of the Common
Shares or Warrants (the "Cashless Exercise Price"). The
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Cashless Exercise Price may be tendered pro rata by the holder or holders of
less than all the Common Shares hereunder as the case may be.
Upon exercise of the Purchase Option, the form of election attached
hereto must be duly executed and the instructions for registration of the Common
Shares acquired by such exercise must be completed. If the subscription rights
represented hereby shall not be exercised at or before 5:00 p.m., Eastern Time,
on the Termination Date, then, from and after such date and time, this Purchase
Option shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire.
The registered Holder of this Purchase Option, by its acceptance
hereof, agrees that it will not sell, transfer or assign or hypothecate this
Purchase Option prior to ________________, 2001 to anyone other than an officer
or partner of such Holder or other firm(s) which shall have participated in the
public offering of SFBC securities (SEC File No. 333-85429) to which this
Purchase Option relates. Subsequent to that date, this Purchase Option may be
assigned by the Holder in whole or in part by execution by the Holder of the
form of assignment, a copy of which is attached hereto, to certain persons,
including dealers or their officers or partners. In the event of any assignment
made as aforesaid, the Company, upon request and surrender of this Purchase
Option by the Holder at the principal office of the Company accompanied by
payment of all transfer taxes, if any, payable in connection therewith, shall
transfer this Purchase Option on the books of the Company and shall execute and
deliver a new Purchase Option or Purchase Options of like tenor to the
appropriate assignee expressly evidencing the right to purchase the aggregate
number of Common Shares or Warrants purchasable hereunder or such portion of
such aggregate number as shall be contemplated by any such agreement.
Notwithstanding anything herein to the contrary, each certificate for
securities purchased under this Purchase Option shall bear a legend as follows:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act"). The securities
may not be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act, or
pursuant to an exemption from registration under the Act, the
availability of which is to be established to the satisfaction of the
Company."
The Holder agrees for itself and all subsequent owners, that before any
disposition is made of any securities purchased pursuant to the Purchase Option,
the owner shall give written notice to the Company describing briefly the manner
of any such proposed disposition. The securities shall not be transferred unless
and until (i) the Company has received the opinion of counsel for such owners
that the securities may be sold pursuant to an exemption from registration under
the Securities Act of 1933, as amended (the "1933 Act"), or (ii) a Registration
Statement relating to such securities has been filed by the Company and made
effective by the Securities and Exchange Commission (the "Commission").
Subject to the above, this Purchase Option may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part
only, upon surrender of this Purchase Option for cancellation, together with the
duly executed exercise or assignment and
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funds sufficient to pay any transfer tax, the Company shall cause to be
delivered to the Holder without charge a new Purchase Option of like tenor to
this Purchase Option in the name of the Holder evidencing the right of the
Holder to purchase the number of Common Shares or Warrants purchasable hereunder
as to which this Purchase Option has not been exercised or assigned.
Upon receipt of the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Purchase Option and of reasonably
satisfactory indemnification, the Company shall execute and deliver a new
Purchase Option of like tenor and date. Any such new Purchase Option executed
and delivered as a result of such loss, theft, mutilation or destruction shall
constitute an additional contractual obligation on the part of the Company.
The Company, upon request of the then Holder(s) of a majority of the
outstanding Purchase Options, and subject to the availability of audited
financial statements which would comply with Regulation S-B, S-K or S-X under
the 1933 Act, agrees to register expeditiously, on one separate occasion, the
Warrants and the Common Shares underlying the Warrants and will file on such
occasion a registration statement, or Notification on Form 1-A, under the 1933
Act, covering such Warrants or the Common Shares underlying the Warrant within
twenty business days after receipt of such request. Such request must be made at
any time during a period of four years beginning one year from the effective
date of the offering. In connection with the request, the Company shall bear all
expenses, one time only, attendant to registering the securities. The Company
agrees to use its best efforts to cause the filing required herein to become
effective to qualify or register the Common Shares, Warrants and/or the Common
Shares underlying the Warrants. In addition, for a period of four years
beginning one year after the effective date of the offering, the holders of the
Warrants shall have the right on two occasions to include such securities as
part of any other registration of securities, other than on Forms S-4, S-8 or
other inappropriate form, filed by the Company and the Company agrees to give
the holders thereof not less than forty days written notice thereof, including
any terms or conditions, prior to the filing of any such registration statement
with the Commission.
The Company will also cooperate with the then Holder(s) of the Purchase
Option, the Common Shares or the Common Shares issued upon the exercise of the
Warrants in preparing and signing any Registration Statement or Notification, in
addition to the registration rights hereinabove provided, required in order to
sell or transfer the Common Shares or Common Shares underlying the Warrants and
will supply all information required therefor; but such additional Registration
or Notification shall be at the then Holder'(s) cost and expense. The Company's
agreements with respect to registration of the securities will continue in
effect regardless of the exercise or surrender of this Purchase Option.
In no event shall this Purchase Option (or the securities issuable upon
full or partial exercise hereof) be offered or sold except in conformity with
the 1933 Act.
This Purchase Option shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to its conflicts of laws
principles or rules.
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IN WITNESS WHEREOF, the Company has caused this Purchase Option to be
signed as of this _______ day of _________________, 2000.
SFBC INTERNATIONAL, INC.
By:________________________________
President
By:________________________________
Secretary
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ANNEX I
SFBC INTERNATIONAL, INC.
STATEMENT OF RIGHTS OF PURCHASE OPTION
(a) In the event, prior to the expiration of the Purchase Option to
which this Statement of Rights is attached ("Option") by exercise or by its
terms, the Company shall issue any of its Common Shares as a share dividend or
shall subdivide the number of outstanding Common Shares into a greater number of
shares, then, in either of such events, the then applicable Exercise Price per
Common Share purchasable pursuant to this Option in effect at the time of such
action shall be reduced proportionately and the number of shares of the Common
Shares at that time purchasable pursuant to this Option shall be increased
proportionately; and, conversely, in the event that the Company shall reduce the
number of outstanding Common Shares by combining such shares into a smaller
number of shares, then, in such event, the then applicable Exercise Price per
Common Share purchasable pursuant to this Option in effect at the time of such
action shall be increased proportionately and the number of Common Shares at
that time purchasable pursuant to this Option proportionately shall be
decreased. Any dividend paid or distributed upon the Common Shares in shares of
any other class of the Company or securities convertible into Common Shares
shall be treated as a dividend paid in Common Shares to the extent that the
Common Shares are issuable upon the conversion thereof.
(b) In the event, prior to the expiration of this Option by exercise or
by its terms, the Company shall be recapitalized by reclassifying its
outstanding Common Shares (other than into shares with a different par value, or
by changing its outstanding Common Shares to Shares without par value), or in
the event the Company or a successor corporation shall consolidate or merge with
or convey all or substantially all of its, or of any successor corporation's,
property and assets to any other corporation or corporations (any such other
corporation being included within the meaning of the term "successor
corporation" hereinbefore used in the context of any consolidation or merger of
any other corporation with, or the sale of all or substantially all of the
property of any such other corporation to, another corporation or corporations),
or in the event of any other material change in the capital structure of the
Company or of any successor corporation by reason of any reclassification,
reorganization, recapitalization, consolidation, merger, conveyance or
otherwise, then, as a condition of any such reclassification, reorganization,
recapitalization, consolidation, merger or conveyance, a prompt, proportionate,
equitable, lawful and adequate provision shall be made whereby the Holder of
this Option shall thereafter have the right to purchase, upon the basis and the
terms and conditions specified in this Option, in lieu of the securities of the
Company theretofore purchasable upon the exercise of this Option (as to both the
Common Shares and the Warrants), such shares, securities or assets as may be
issued or payable with respect to or in exchange for the number of securities of
the Company theretofore purchasable upon the exercise of this Option had such
reclassification, reorganization, recapitalization, consolidation, merger or
conveyance not taken place; and in any such event, the rights of the Holder of
this Option to any adjustment in the number of
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Common Shares purchasable upon exercise of this Option, as hereinbefore
provided, shall continue and be preserved in respect of any shares, securities
or assets which the Holder becomes entitled to purchase. Notwithstanding
anything herein to the contrary, the provisions of this paragraph (b) shall not
apply to a merger with a subsidiary provided the Company is the continuing
corporation and provided further such merger does not result in any
reclassification, capital reorganization or other change of the securities
issuable under this Option. The foregoing provisions of this paragraph (b) shall
apply to successive reclassifications, capital reorganizations and changes of
securities and to successive consolidation, mergers, sales or conveyances.
(c) In the event the Company, at any time while this Option shall
remain unexpired and unexercised, shall sell all or substantially all of its
property, or dissolves, liquidates, or winds up its affairs, prompt,
proportionate, equitable, lawful and adequate provision shall be made as part of
the terms of any such sale, dissolution, liquidation, or winding up such that
the Holder of this Option may thereafter receive, upon exercise hereof, in lieu
of the securities of the Company which it would have been entitled to receive,
the same kind and amount of any shares, securities or assets as may be issuable,
distributable or payable upon any such sale, dissolution, liquidation or winding
up with respect to each Common Share of the Company; provided, however, that in
the event of any such sale, dissolution, liquidation or winding up, the right to
exercise this Option shall terminate on a date fixed by the Company, such date
so fixed to be not earlier than 5:00 p.m., Eastern Time, on the 45th day next
succeeding the date on which notice of such termination of the right to exercise
this Option has been given by mail to the Holder of this Option at such Holder's
address as it appears on the books of the Company.
(d) If the Company should at any time or from time to time hereafter
issue or sell any Common Shares (other than the Common Shares which may be
purchased under this Option) without consideration or for a consideration per
share less than the portion of the Exercise Price allocable per Common Share or
Warrant with respect to the Common Shares underlying the Warrants therein in
effect immediately prior to the time of such issue or sale, then forthwith upon
such issue or sale, the Exercise Price shall be adjusted to a price (computed to
the nearest cent) determined by dividing the sum of (i) the number of Common
Shares outstanding immediately prior to such issue or sale multiplied by the
Exercise Price in effect immediately prior to such issue or sale, and (ii) the
consideration, if any, received by the Company upon such issue or sale, by the
total number of Common Shares outstanding immediately after such issue or sale.
For purposes of this paragraph (d), the following provisions (1) to (5) shall
also be applicable.
(1) In case at any time hereafter the Company shall in any
manner grant any right to subscribe for or to purchase, any option for
the purchase of Common Shares or any stock or other securities
convertible into or exchangeable for Common Shares (such convertible or
exchangeable stock or securities being hereinafter referred to as
"Convertible Securities") other than those comprising a portion of this
Option, and the minimum price per share for the Common Shares, pursuant
to such rights or option or upon conversion or exchange of such
Convertible Securities (determined by dividing (i) the total amount, if
any, received or receivable by the Company as consideration for the
granting of such rights or options, plus the minimum aggregate amount
of additional consideration payable to the Company upon the exercise of
such
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rights or options, plus, in the case of such Convertible Securities,
the minimum aggregate amount of additional consideration, if any,
payable upon the conversion or exchange thereof, by (ii) the total
maximum number of Common Shares issuable pursuant to such rights or
options or upon the conversion or exchange of the total maximum amount
of such Convertible Securities issuable upon the exercise of such
rights or options) shall be less than the Exercise Price in effect
immediately prior to the time of the granting of such rights or
options, then the total maximum number of Common Shares issuable
pursuant to such rights or options or upon conversion or exchange of
the total maximum amount of such Convertible Securities issuable upon
the exercise of such rights and options shall (as of the date of
granting of such rights or options) be deemed to be outstanding and to
have been issued for said price per share as so determined; provided,
that no further adjustment of the Exercise Price shall be made upon the
actual issue of Common Shares so deemed to have been issued; and
further provided, that, upon the expiration of such rights (including
rights to convert or exchange) or options, (A) the number of Common
Shares deemed to have been issued and outstanding by reason of the fact
that they were issuable pursuant to such rights or options (including
rights to convert or exchange) were not exercised, shall no longer be
deemed to be issued and outstanding; and (B) the Exercise Price shall
forthwith be adjusted to the price which would have prevailed had all
adjustments been made on the basis of the issue only of the Common
Shares actually issued upon the exercise of such rights or options or
upon conversion or exchange of such Convertible Securities.
(2) In case the Company shall in any manner issue or sell any
Convertible Securities, and the minimum price per share for which such
Common Shares are issuable upon conversion or exchange of such
Convertible Securities (determined by dividing (i) the total amount
received or receivable by the Corporation as consideration for the
issue or sale of such Convertible Securities, plus the minimum
aggregate amount of additional consideration, if any, payable to the
Company upon the conversion or exchange of all such Convertible
Securities by (ii) the total maximum number of Common Shares issuable
upon the conversion or exchange of all such Convertible Securities)
shall be less than the Exercise Price in effect immediately prior to
the time of such issue or sale, then the total maximum number of Common
Shares issuable upon conversion or exchange of all such Convertible
Securities shall (as of the date of the issue or sale of such
Convertible Securities) be deemed to be outstanding and to have been
issued for said price per share as so determined; provided, that no
further adjustment of the Exercise Price shall be made upon the actual
issue of Common Shares so deemed to have been issued; and, further
provided, that if any such issue or sale of such Convertible Securities
is made upon exercise of any right to subscribe for or to purchase or
any option to purchase any such Convertible Securities for which an
adjustment of the Exercise Price has been or is to be made pursuant to
other provisions of this paragraph (d) no further adjustment of the
Exercise Price shall be made by reason of such issue or sale; and,
further provided, that, upon the termination of the right to convert or
to exchange such Convertible Securities for Common Shares, (A) the
number of Common Shares deemed to have been issued and outstanding by
reason of the fact that they were issuable upon conversion or exchange
of any such Convertible Securities, which were not so converted or
exchanged, shall no longer be deemed to be issued and
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outstanding, and (B) the Exercise Price shall forthwith be adjusted to
the price which would have prevailed had all adjustments been made on
the basis of the issue only of the number of Common Shares actually
issued upon conversion or exchange of such Convertible Securities.
(3) In case any Common Shares or Convertible Securities or any
rights or options to purchase any such stock or securities shall be
issued solely for cash, the consideration received therefor, after
deducting therefrom any commission or other expenses paid or incurred
by the Company for any underwriting of, or otherwise in connection
with, the issuance thereof, shall be deemed to be the amount received
by the Company therefor. In case any Common Shares or Convertible
Securities or any rights or options to purchase any such stock or
securities shall be issued for a consideration part or all of which
shall be other than cash, then, for the purpose of this paragraph (d),
the Board of Directors of the Company shall determine the fair value of
such consideration, which is not cash, irrespective of accounting
treatment, and such Common Shares, Convertible Securities, rights or
options shall be deemed to have been issued for an amount of cash equal
to the value of such consideration other than cash so determined by the
Board of Directors plus any cash received therefor. The
reclassification of securities other than Common Shares into securities
including Common Shares shall be deemed to involve the issuance for a
consideration other than cash of such Common Shares immediately prior
to the close of business on the date fixed for the determination of
securities holders entitled to receive such Common Shares. In case any
Common Shares or Convertible Securities or any rights or options to
purchase any such stock or other securities shall be issued together
with other stock or securities or other assets of the Company for a
consideration which includes both, the Board of Directors of the
Company shall determine what part of the consideration so received is
to be deemed to be consideration for the issue of such Common Shares,
Convertible Securities, rights or options.
(4) For purposes of paragraphs (a) and (d), in case the
Company shall take a record of the holders of any Common Shares for the
purpose of entitling them (i) to receive a dividend or other
distribution payable in Common Shares or in Convertible Securities, or
(ii) to subscribe for or purchase Common Shares or Convertible
Securities, then such record date shall be deemed to be the date of the
issue or sale of the Common Shares deemed to have been issued or sold
upon the declaration of such dividend or the making of such other
distribution or the date of the granting of such right of subscription
or purchase, as the case may be.
(5) For the purpose of this paragraph (d), Common Shares at
any relevant time owned or held by, or for the account of, the Company
shall not be deemed outstanding.
Anything in this paragraph (d) or paragraph (a), above, to the contrary
notwithstanding, The Company shall not be required to give effect to any
adjustment in the Exercise Price of less than one cent, but when the cumulative
net effect of more than one adjustment so determined shall be to change the
actual Exercise Price by at least one cent, such change in the Exercise Price
shall thereupon be given effect.
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(e) Upon any exercise of this Option by the Holder, the Company shall
not be required to deliver fractions of any securities; but prompt,
proportionate, equitable, lawful and adequate adjustment in the Exercise Price
payable by the Holder shall be made in respect of any such fraction of any
securities on the basis of the Exercise Price then applicable upon the exercise
of this Option.
(f) In the event, prior to the expiration of this Option by exercise or
by its terms, the Company shall determine to take a record of its securities
holders for the purpose of determining securities holders entitled to receive
any share dividend, distribution or other right which will cause any change or
adjustment in the number, amount, price or nature of the Common Shares or other
shares, securities or assets deliverable upon the exercise of this Option
pursuant to the foregoing provisions, the Company shall specify the date as of
which such record is to be taken; the purpose for which such record is to be
taken; and the number, amount, price and nature of the Common Shares or other
shares, securities or assets which will be deliverable upon exercise of this
Option after the action for which such record will be taken has been
consummated.
(g) The Company may deem and treat the registered Holder of this Option
at any time as the absolute owner hereof for all purposes, and the Company shall
not be affected by any notice to the contrary.
(h) Whenever the Exercise Price shall be adjusted as required by the
provisions of paragraphs (a) or (d) hereof, the Company shall forthwith file in
the custody of its Secretary or Assistant Secretary at its principal office, and
with its stock transfer agent, if any, an officer's certificate showing the
adjusted Exercise Price determined as herein provided and setting forth in
reasonable detail the facts requiring such adjustment. Each such officer's
certificate shall be made available at all reasonable times for inspection by
the Holder and the Company shall, forthwith after each such adjustment, deliver
a copy of such certificate to the Holder. Such certificate shall be conclusive
as to the correctness of such adjustment.
(i) This Option shall not entitle the Holder hereof to any of the
rights of shareholders or to any dividend declared upon the Common Shares unless
the Holder shall have exercised this Option and purchased the Common Shares
prior to the record date fixed by the Board of Directors of the Company for the
determination of holders of Common Shares entitled to such dividend or other
right.
(j) This Option is subject in all respects to the terms and provisions
of that certain Underwriting Agreement dated _____________, 2000, by and between
the Company and HD Brous & Co., Inc., the Representative of the several
underwriters therein and the initial Holder hereof, relating to a public
offering of the Company's shares of Common Stock.
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FORM TO BE USED TO EXERCISE PURCHASE OPTION:
SFBC INTERNATIONAL, INC.
11190 BISCAYNE BOULEVARD
MIAMI, FL 33181-3405
Date:______________, 20__
The Undersigned hereby elects irrevocably to exercise the
Purchase Option granted to it by that certain Representative's Purchase Option
dated ____________________, 2000 and to purchase _______ Shares of SFBC
International, Inc. called for thereby, and hereby makes payment of
$________________ (at the rate of $__________ per Share or Warrant) in payment
of the Exercise Price pursuant thereto or the surrender herewith of the Purchase
Option to purchase _______ Shares in consideration of the Cashless Exercise
Price pursuant thereto, as the case may be. Please issue the Shares as to which
this Purchase Option is exercised in accordance with the instructions given
below.
----------------------------------
Signature
-----------------------------------
Signature Guaranteed
INSTRUCTIONS FOR REGISTRATION OF
COMMON SHARES OR WARRANTS
Name________________________________________________________
(Print in Block Letters)
Address______________________________________________________
FEIN #_______________________________________________________
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FORM TO BE USED TO ASSIGN PURCHASE OPTION:
ASSIGNMENT
(To be executed by the registered Holder to effect a transfer
of the within Purchase Option:)
FOR VALUE RECEIVED,_________________________________ does
hereby sell, assign and transfer unto______________________________ the right to
purchase ____________ [Shares, Warrants] of SFBC International, Inc. evidenced
by that certain Purchase Option dated ________________________ and does hereby
irrevocably constitute and appoint ____________________________ attorney to
transfer such right on the books of such Company with full power of substitution
in the premises.
Dated: ________________, 20__.
------------------------------
Signature
------------------------------
Signature Guaranteed
NOTICE: The signature to the form to exercise or form to
assign must correspond with the name as written upon the face of the within
Purchase Option in every particular without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank, other than a savings bank,
or by a trust company or by a firm having membership on a registered national
securities exchange.
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