SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. __)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Noble Roman's, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
655107100
- --------------------------------------------------------------------------------
(CUSIP Number)
Mark A. Weiss, Esq.
Keating, Muething & Klekamp, P.L.L.
One East Fourth Street, 18th Floor
Cincinnati, Ohio 45202
(513) 579-6411
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 19, 1997
- --------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
CUSIP NO. 655107100 13D Page 2 of Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Provident Financial Group, Inc.
31-0982792
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio Corporation
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 216,894 - See Item 4
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING --------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
216,894 - See Item 4
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216,894 - See Item 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% - See Item 4
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock ("Common Stock") of Noble
Roman's, Inc. (the "Company"), One Virginia Avenue, Suite 800, Indianapolis,
Indiana 46204.
ITEM 2. IDENTITY AND BACKGROUND.
PROVIDENT FINANCIAL GROUP, INC.
(a) - (c)Provident Financial Group, Inc.("Provident Financial") is an Ohio
corporation which is registered as a bank holding company under
the Bank Holding Company Act of 1956 and is the parent of The
Provident Bank (the "Bank"). Provident Financial's principal
business address and the address of its principal office is One
East Fourth Street, Cincinnati, Ohio 45202.
(d) Provident Financial during the last five (5) years, has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) Provident Financial during the last five (5) years, has not been
a party to a civil proceeding of a judicial or administrative
body of compe tent jurisdiction which resulted in Provident
Financial being at any time subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Not applicable.
Information with respect to directors and executive officers of Provident
Financial is set forth on Schedule 1 hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The transaction wherein Provident Financial, through its wholly-owned
subsidiary, the Bank acquired beneficial ownership of the Common Stock described
herein required no funds. See Item 4.
- 3 -
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
As of November 19, 1997, the Bank entered into an Amended and Restated
Credit Agreement (the "Credit Agreement") by and among the Company, as borrower,
the Bank, as agent, and the various lenders described therein. As partial
consideration for the Bank's obligations under the Credit Agreement, the Bank
received a warrant (the "Warrant") to purchase 2,800,000 shares of Common Stock
for a price of $.01 per share. The Warrant may be exercised at any time, or from
time to time, in whole or in part. The Bank has received certain registration
rights in connection with the Common Stock obtainable upon exercise of the
Warrant. If the Warrant were exercised in full, the Bank would obtain 40.4% of
the outstanding Common Stock.
Although the Warrant is currently exercisable, Provident Financial is
prohibited by the Bank Holding Company Act of 1956 from acquiring in excess of
5% of outstanding Common Stock. Therefore, pursuant to Rule 13d-4 Provident
Financial disclaims beneficial ownership of the Common Stock issuable upon
exercise of the Warrant to the extent that such exercise would result in
Provident Financial's ownership of outstanding Common Stock exceeding 5%. As of
the Company's most recent report filed under the Securities Exchange Act of
1934, Provident Financial would be able to exercise the Warrant for up to
216,894 shares without acquiring in excess of 5% of the outstanding Common
Stock.
Provident Financial intends to monitor the market for the Company's
securities and may sell some or all of the securities from time to time,
depending on conditions. Such sale could be in one or more public or private
transactions.
Except as set forth above, neither Provident Financial nor any of its
subsidiaries has any plans or proposals which relate to or would result in any
of the following events:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
(d) 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;
(e) Any material change in the present capitalization or dividend policy of
the Company;
(f) Any other material change in the Company's business or corporate
structure;
- 4 -
<PAGE>
(g) Changes in the Company's Certificate of Incorporation or Bylaws or
other actions which may impede the acquisition of control of the issuer by any
person;
(h) 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 on an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a)-(b) See Item 4.
(c) Except as reported herein, neither Provident Financial nor any of its
subsidiaries have effected any transactions in equity securities of the Company
during the past sixty days.
(d) None
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than as listed above, neither Provident Financial nor any of its
subsidiaries is party to any agreement with respect to any securities of the
Company, including agreements with respect to the transfer or voting of any such
securities, finder's fees, joint ventures, loans or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7.1 Warrant to Purchase Common Stock of Noble Roman's, Inc.
- 5 -
<PAGE>
After reasonable inquiry and to the best knowledge and belief of the
undersigned, it is hereby certified that the information set forth in this
statement is true, complete and correct.
PROVIDENT FINANCIAL GROUP, INC.
Dated: January 7, 1998 BY: Mark E. Magee
----------------------------------
Mark E. Magee
Vice President and General Counsel
- 6 -
<PAGE>
SCHEDULE 1
The following is information with respect to each person who is a director
or executive officer of Provident Financial.
Jack M. Cook is a director of Provident Financial. Mr. Cook's principal
occupation is as President and Chief Executive Officer of Health Alliance of
Greater Cincinnati.
Allen L. Davis is a director of Provident Financial. He also serves as
President and Chief Executive Officer of Provident Financial and the Bank.
Thomas D. Grote, Jr. is a director of Provident Financial. Mr. Grote's
principal occupation is as President of Thomas J. Dyer Company.
Philip R. Myers is a director of Provident Financial. He also serves as
Senior Executive Vice President of the Bank and Senior Vice President of
Provident Financial.
Joseph A. Pedoto is a director of Provident Financial. Mr. Pedoto's
principal occupation is as President of the financial consulting firm of JLM
Financial.
Sidney A. Peerless is a director of Provident Financial. Dr. Peerless'
principal occupation is as a physician and surgeon.
Joseph A. Steger is a director of Provident Financial. Mr. Steger's
principal occupation is as President of the University of Cincinnati.
John R. Farrenkopf is Vice President and Chief Financial Officer of
Provident Financial and Senior Vice President and Chief Financial Officer of the
Bank.
Jerry L. Grace is Vice President and Treasurer of Provident Financial and
Senior Vice President and Treasurer of the Bank.
Robert L. Hoverson is Senior Vice President of Provident Financial and
Executive Vice President of the Bank.
Mark E. Magee is Vice President, Secretary and General Counsel of Provident
Financial and Senior Vice President, Secretary and General Counsel of the Bank.
The business address for Jack M. Cook is 2060 Reading Road, Suite 400,
Cincinnati, Ohio 45202-1456, for Thomas D. Grote, Jr. is 5240 Lester Road,
Cincinnati, Ohio 45213, for Sidney A. Peerless is 3131 Harvey Avenue,
Cincinnati, Ohio 45229, for Joseph A. Pedoto is 580 Walnut Street, Cincinnati,
Ohio 45202, for Joseph A. Steger is University of Cincinnati, Mail Location
- 7 -
<PAGE>
0063, Cincinnati, Ohio 45221-0063, and for each of the other persons listed
above is One East Fourth Street, Cincinnati, Ohio 45202.
None of the persons listed above has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
None of the persons listed above has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Each of the persons listed above is a U.S. Citizen.
- 8 -
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
7 Warrant for the Purchase of Shares of Common Stock
- 9 -
<PAGE>
Exhibit No. 7
The Securities represented hereby have been acquired for investment, have not
been registered under the Securities Act of 1933 or state securities laws, and
may not be sold, exchanged or transferred in any manner, except in compliance
with applicable law and Section 4 hereof.
Warrant Certificate No. 1-1997 Warrants for 2,800,000 Shares
Original Issue Date: November 19, 1997 Purchase Price $.01 Per Share
WARRANT TO PURCHASE COMMON STOCK
OF
NOBLE ROMAN'S, INC.
<PAGE>
TABLE OF CONTENTS
Page
1. The Warrants.........................................................1
2. Exercise.............................................................1
2.1 Partial Exercise..............................................2
2.2 Net Issue Exercise............................................2
3. Payment of Taxes.....................................................3
4. Transfer and Exchange................................................3
4.1 Exchanges.....................................................4
5. Adjustments..........................................................4
5.1 Adjustments for Additional Issue or Sale of Common Stock......4
5.2 Reorganization, Consolidation, Merger.........................8
5.3 No Dilution or Impairment.....................................9
5.4 Certificate as to Adjustments.................................9
5.5 Notices of Record Date........................................9
6. Loss or Mutilation..................................................10
7. Reservation of Common Stock.........................................10
8. Registration........................................................10
8.1 Authorized Transfers.........................................10
8.2 Demand Registration..........................................11
8.3 Optional Registration........................................11
8.4 Other Registrations..........................................12
8.5 Exchange Listing.............................................12
8.6 Registration Obligations.....................................12
8.7 Expenses.....................................................12
8.8 Indemnity to Holders.........................................13
8.9 Indemnity to Company.........................................13
8.10 Termination of Registration Obligations......................13
8.11 No Warrant Registration......................................13
8.12 Rule 144 Information.........................................14
9. Information.........................................................14
10. Notices.............................................................14
11. Change, Waiver......................................................14
12. Headings............................................................14
13. Law Governing.......................................................14
<PAGE>
The Securities represented hereby have been acquired for investment, have not
been registered under the Securities Act of 1933 or state securities laws, and
may not be sold, exchanged or trans ferred in any manner, except in compliance
with applicable law and Section 4 hereof.
Warrant Certificate No. 1-1997 Warrants for 2,800,000 Shares
Original Issue Date: November ____, 1997 Purchase Price $.01Per Share
WARRANT TO PURCHASE COMMON STOCK
OF
NOBLE ROMAN'S, INC.
This certifies that THE PROVIDENT BANK, or permitted assigns under Section
4, is entitled, subject to the terms set forth below, at any time from and after
the Original Issue Date set forth above until 5:00 P.M., Eastern time, on the
31st day of December, 2001, to purchase from NOBLE ROMAN'S, INC., (the
"Company"), an Indiana corporation, up to 2,800,000 fully paid and
non-assessable shares of the Company's Common Stock upon surrender hereof, at
the principal office of the Company, with the subscription form annexed hereto
duly executed, and simultaneous payment therefor, at the purchase price per
share of $.01, as such price may be adjusted pursuant to this warrant (the
"Purchase Price"). The number and character of such shares of Common Stock are
subject to adjustment as provided below, and the term "Common Stock" shall mean,
unless the context otherwise requires, the stock and other securities and
property at the time receivable upon the exercise of this Warrant.
1. The Warrants. The term "Warrants" as used herein shall include all
Warrants issued pursuant hereto and also any warrants delivered in substitution
or exchange therefor as provided herein. This Warrant does not entitle the
holder to any rights as a stockholder of the Company.
2. Exercise. Subject to compliance with the provisions of Section 8 below,
this Warrant may be exercised, during the period of exercise specified above, at
any time or from time to time, on any business day, for the full number of
shares of Common Stock called for hereby, by surrendering it at the principal
office of the Company, One Virginia Avenue, Suite 800, Indianapolis, Indiana
46204 with the subscription form fully executed, together with payment in cash
or immediately available funds of the sum obtained by multiplying (a) the number
of shares of Common Stock called for on the face of this Warrant (without giving
effect to any adjustment therein) by (b) the Purchase Price (without giving
effect to any adjustment therein).
All or any part of such payment may be made by the surrender by such holder
to the Company, at the aforesaid office of any instrument evidencing
indebtedness of the Company, which at the date of issue thereof had a maturity
<PAGE>
of one year or more. All indebtedness so surrendered shall be credited against
such purchase price in an amount equal to the outstanding principal amount
thereof plus accrued interest to the date of surrender.
The exercise price may also be paid by surrendering the right to a number
of shares issuable upon exercise of the Warrant that have a fair market value
equal to or greater than the required exercise price. The fair market value
shall be the last reported sale price of the Common Stock on the prior business
day or, in case no such reported sales take place on such day, the average of
the last reported bid and asked price of the Common Stock on such day, in either
case on the principal national securities exchange on which the Common Stock is
admitted to trading or listed, or if not so admitted or listed, the average of
the closing bid and asked price of the Common Stock as reported by NASDAQ or if
not so available as reasonably determined by the Board of Directors of the
Company.
If the Warrant is exercised at a time when the Common Stock issuable upon
such exercise has not been registered under the Securities Act of 1933 and
applicable state securities laws, the Common Stock issued upon such exercise
shall contain a legend to that effect and shall refer to Section 8 of this
Agreement.
A Warrant shall be deemed to have been exercised immediately prior to the
close of business on the date of its surrender for exercise as provided above,
and the person entitled to receive the shares of Common Stock issuable upon such
exercise shall be treated for all purposes as the holder of such shares of
record as of the close of business on such date. As soon as practicable on or
after such date, but in any event within ten (10) business days thereafter, the
Company shall issue and deliver to the person or persons entitled to receive the
same certificate or certificates for the number of full shares of Common Stock
issuable upon such exercise, together with cash, in lieu of any fraction of a
share, equal to such fraction of the then current market value of one full
share.
2.1 Partial Exercise. This Warrant may be exercised for less than the
full number of shares of Common Stock at any time called for hereby from
time to time in the manner set forth in Section 2. Upon any partial
exercise, the number of shares receivable upon the exercise of this Warrant
as a whole, and the sum payable upon the exercise of this Warrant as a
whole, shall be proportionately reduced. Upon such partial exercise, this
Warrant shall be surrendered and a new Warrant of the same tenor and for
the purchase of the number of such shares not purchased upon such exercise
shall be issued by the Company to the registered holder hereof.
2.2 Net Issue Exercise. Notwithstanding any provisions herein to the
contrary, if the Market Price (as defined below) for one share of Common
Stock is greater than the Purchase Price (on the date of exercise of all or
a part of this Warrant), in lieu of exercising this Warrant for cash, the
Holder may elect to receive Common Stock equal to the value (as determined
below) of this Warrant (or the portion thereof being exercised) by
surrender of this Warrant at the principal office of the Company, together
with the form of Election to Exercise attached hereto fully executed, in
which event the Company shall issue to the Holder that number of Shares of
Common Stock computed using the following formula:
<PAGE>
X = Y x (A-B) / A
Where Y = the aggregate number of Shares of Common Stock purchasable
under this Warrant or, if only a portion of this Warrant is
being exercised, the number of Shares of Common Stock for
which this Warrant is being exercised (at the date of such
calculation)
A = Market Price of one Share of Common Stock (at the date
of such calculation)
B = Purchase Price (as adjusted to the date of such
calculation).
"Market Price" shall mean, if the Common Stock is traded on a national
securities exchange, the NASDAQ National Market System or the over-the-counter
market, the last reported sale price on the business date prior to valuation of
the Common Stock on the NASDAQ National Market System or if no sale took place
the average of the bid and asked prices on the over-the-counter market on such
date. If the Common Stock is not so traded, "Market Price" shall be the value of
one share of Common Stock as reasonably determined by the board of directors of
the Company; provided, however, that if Holder objects to such determination by
the Board of Directors, then such value shall be determined by appraisal by an
independent investment banking firm selected by the Company and acceptable to
the Holder; provided, further, that if the Holder and the Company cannot agree
on such investment banking firm, such appraised value shall be determined by
averaging the appraised values calculated by (a) an independent investment
banking firm selected by the Company; (b) an independent investment banking firm
selected by the Holder; and (c) an independent investment banking firm selected
by the investment banking firms selected by the Company and the Holder. Each
such appraisal shall be at the Company's expense if the ultimate price per share
is determined to be 25% or more greater than the price per share determined by
the Board of Directors and in all other cases at the Holder's expense.
3. Payment of Taxes. All shares of Common Stock issued upon the exercise of
a Warrant shall be validly issued, fully paid and non-assessable and free of
claims of pre-emptive rights, and the Company shall pay all issuance taxes and
similar governmental charges that may be imposed in respect of the issue or
delivery thereof, but in no event shall the Company pay a tax on or measured by
the net income or gain attributable to such exercise. The Company shall not be
required, however, to pay any tax or other charge imposed in connection with any
transfer of a Warrant or any transfer involved in the issue of any certificate
for shares of Common Stock in any name other than that of the registered holder
of the Warrant surrendered in connection with the purchase of such shares, and
in such case the Company shall not be required to issue or deliver any stock
certificate until such tax or other charge has been paid or it has been
established to the Company's satisfaction that no tax or other charge is due.
4. Transfer and Exchange. This Warrant shall be transferable in whole or in
part only to "accredited investors" or "qualified institutional buyers" in each
case as defined in the Securities Act of 1933, as amended, and the rules and
<PAGE>
regulations promulgated thereunder, except the holder hereof represents that it
is acquiring the Warrants for its own account and for the purpose of investment
and not with a view to any distribution or resale thereof within the meaning of
the Securities Act of 1933. The holder further agrees that it will not sell,
assign or transfer any of the Warrants so acquired in violation of the
Securities Act of 1933 or any applicable state securities law and that no such
transfer will be made until the Company shall have received from counsel for the
holder reasonably satisfactory to the Company an opinion to the effect that the
proposed sale or other transfer of the Warrants by the holder may be effected
without such violation. The holder acknowledges that, in taking unregistered
Warrants, it must continue to bear the economic risk of its investment for an
indefinite period of time because of the fact that such Warrants have not so
been registered and further realizes that such Warrants cannot be sold unless
they are subsequently registered under the Securities Act of 1933 and applicable
state securities laws or an exception from such registration requirements is
available. The holder also acknowledges that the Company is not obligated to and
does not intend to register the Warrants and that appropriate legends reflecting
the status of the Warrants under securities laws may be placed on the face of
the Warrant certificates both at the time of their original issue and any
transfer and delivery to the holder hereof. The transfer of shares issuable upon
exercise of this Warrant is governed by Section 8 hereof.
4.1 Exchanges. This Warrant is exchangeable at the principal office of
the Company for Warrants for the same aggregate number of shares of Common
Stock, each new Warrant to represent the right to purchase such number of
shares as the holder shall designate at the time of such exchange.
5. Adjustments.
5.1 Adjustments for Additional Issue or Sale of Common Stock. In case
at any time or from time to time on or after the Original Issue Date, the
Company shall issue or sell shares of its Common Stock (other than those
excepted by Section 5.1.7) for a consideration per share less than the
Market Price, then and in each such case the holder of this Warrant, upon
the exercise hereof as provided in Section 2, shall be entitled to receive,
in lieu of the shares of Common Stock theretofore receivable upon the
exercise of this Warrant, a number of shares of Common Stock determined by
(a) dividing the Purchase Price by an Adjusted Purchase Price to be
computed as provided below in this Section 5.1, and (b) multiplying the
resulting quotient by the number of shares of Common Stock called for on
the face of this Warrant. Such Adjusted Purchase Price shall be computed
(to the nearest cent, a half cent or more being considered a full cent) by
dividing:
(i) the sum of (x) the result obtained by multiplying the number
of shares of Common Stock of the Company outstanding immediately prior
to such issue or sale by the Purchase Price (or, if an Adjusted
Purchase Price shall be in effect by reason of a previous adjustment
under this Section 5.1, by such Adjusted Purchase Price), and (y) the
consider ation, if any, received by the Company upon such issue or
sale; by
(ii) the number of shares of Common Stock of the Company
outstanding immediately after such issue or sale.
<PAGE>
No adjustment of the Purchase Price, or Adjusted Purchase Price if in effect,
however, shall be made in an amount less than $.01 per share, but any such
lesser adjustment shall be carried forward and shall be made at the time and
together with the next subsequent adjustment which together with any adjustments
as so carried forward shall amount to $.01 per share or more. For the purpose of
this Section 5.1, the following Sections 5.1.1 to 5.1.7 shall be applicable;
5.1.1 (a) Dividends in Common Stock or Convertible Securities. In
case at any time on or after the Original Issue Date, the Company
shall declare any dividend or order any other distribution, upon any
stock of the Company of any class payable in Common Stock, or in any
stock or other securities directly or indirectly convertible into or
exchangeable for Common Stock (any such stock or other securities
being hereinafter called "Convertible Securities"), such declaration
or distribution shall be deemed to be an issue and sale (as of the
record date), without consideration, of such Common Stock or the
Common Stock covered by such Convertible Securities, as the case may
be.
(b) Dividends in Other Stock, Securities or Property. In case at
any time on or after the Original Issue Date, the Company shall
declare any dividend or order any other distribution, upon any class
of stock of the Company payable in stock of the Company of a different
class (other than Common Stock or Convertible Securities covered by
Section 5.1.1(a)), other securities of the Company or other property
of the Company (other than cash), such declaration or distribution
shall be deemed an issue and sale, without consider ation, of shares
of Common Stock in an amount determined as follows:
(i) the value of such distributed stock, securities, or
property shall be determined in good faith by the Board of
Directors of the Company as of the record date of the dividend or
distribution;
(ii) the value of a share of the Common Stock shall be
determined in good faith by the Board of Directors of the Company
as of the record date of the aforesaid dividend or distribution;
(iii) the amount determined under clause (i) shall be
divided by the amount determined under clause (ii) and the
quotient to the next higher full number shall be deemed the
number of shares of Common Stock of the Company issued, without
consideration, by reason of said dividend or distribution.
Provided, however, that in the event of a distribution to
shareholders of stock of a subsidiary or securities convertible
into or exercisable for such stock, the holder of this Warrant,
upon the exercise hereof as provided in Section 2, at any time
after such distribution, shall be entitled to receive the stock
or other securities to which such holder would have been entitled
if such holder had exercised this Warrant immediately prior
thereto, all subject to further adjustment as provided in Section
5.1, and no Common Stock shall have been deemed to have been
issued.
<PAGE>
(c) Dividends in Cash Out of Capital or Surplus. In case at any
time on or after the Original Issue Date, the Company shall declare
any dividend or order any other distribution upon any stock of the
Company, in cash paid or payable out of stated capital or paid-in
surplus or surplus created as a result of a re-evaluation of property
(determined in each case on a consolidated basis) then to the extent
that the amount so paid or payable shall exceed the earned surplus on
a consolidated basis, such excess shall be deemed an issue and sale
(as of the record date), without consideration, of shares of Common
Stock in an amount determined as follows:
(i) the value of a share of Common Stock, as of the record
date, shall be determined in good faith by the Board of Directors
of the Company;
(ii) amount of said excess shall be divided by the value
determined under clause (i) and the quotient so determined to the
next higher whole number shall be deemed the number of shares of
Common Stock issued and sold without consideration.
(d) Reclassification. In case at any time on or after the
Original Issue Date, the Company shall order any distribution of any
stock of the Company (including Common Stock) or other securities of
the Company (including Convertible Securities) or property (including
cash) by way of stock split, spin-off, split-up, reclassification,
reverse stock split, combination of shares or similar corporate
rearrangement, such distribution shall be deemed an issue and sale,
without consideration, of shares of Common Stock as follows:
(i) in the case of a distribution in shares of the Common
Stock in the amount of said distribution;
(ii) in the case of a distribution of Convertible Securities
as provided in Section 5.1.2;
(iii) in the case of a distribution of other stock,
securities or property (including cash) as provided in Section
5.1.1(b) (for this purpose treating cash as other property).
5.1.2 Issuance or Sale of Convertible Securities. In case at any
time on or after the Original Issue Date, the Company shall issue or
sell any Convertible Securities, there shall be determined the price
per share for which Common Stock is issuable upon the conversion or
exchange thereof, such determination to be made by dividing (a) the
total amount received or receivable by the Company 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 thereof, by (b) the maximum
number of shares of Common Stock of the Company issuable upon
conversion or exchange of all of such Convertible Securities; and such
<PAGE>
issue or sale shall be deemed to be an issue or sale for cash (as of
the date of issue or sale of such Convertible Securities) of such
maximum number of shares of Common Stock at the price per share so
determined.
If such Convertible Securities shall by their terms provide for
an increase or increases, with the passage of time, in the amount of
additional consideration, if any, payable to the Company, or in the
rate of exchange, upon the conversion or exchange thereof, the
Adjusted Purchase Price shall, forthwith upon any such increase
becoming effective, be readjusted (but to no greater extent than
originally adjusted) to reflect the same.
If any rights of conversion or exchange evidenced by such
Convertible Securities shall expire without having been exercised, the
Adjusted Purchase Price shall forthwith be readjusted to be the
Adjusted Purchase Price which would have been in effect had an
adjustment been made on the basis that the only shares of Common Stock
actually issued or sold were those issued upon the conversion or
exchange of such Convertible Securities, and that they were issued or
sold for the consideration actually received by the Company upon such
conversion or exchange, plus the consideration, if any, actually
received by the Company for the issue or sale of each of the
Convertible Securities as were actually converted or exchanged.
5.1.3 Grant of Rights, Warrants or Options for Common Stock. In
case at any time on or after the Original Issue Date, the Company
shall grant any rights, warrants or options to subscribe for, purchase
or otherwise acquire Common Stock (other than those excepted by
Section 5.1.7), there shall be determined the minimum price per share
for which Common Stock is issuable upon the exercise of such rights,
warrant or options, such determination to be made by dividing (a) the
total amount, if any, received or receivable by the Company as
consideration for the granting of such rights, warrants or options,
plus the minimum aggregate amount of additional consideration payable
to the Company upon the exercise of such rights, warrants or options,
by (b) the maximum number of shares of Common Stock of the Company
issuable upon the exercise of such rights, warrant or options; and
such grant shall be deemed to be an issue or sale for cash (as of the
date of the granting of such rights, warrants or options) of such
maximum number of shares of Common Stock at the price per share so
determined.
If such rights, warrants or options shall by their terms provide
for an increase or increases, with the passage of time, in the amount
of additional consideration payable to the Company upon the exercise
thereof, the Adjusted Purchase Price shall, forthwith upon any such
increase becoming effective, be readjusted (but to no greater extent
than originally adjusted) to reflect the same.
If any such rights, warrants or options shall expire without
having been exercised, the Adjusted Purchase Price shall forthwith be
readjusted to the Adjusted Purchase Price which would have been in
effect had an adjustment been made on the basis that the only shares
of Common Stock so issued or sold were those actually issued or sold
upon the exercise of such rights, warrants or options and that they
<PAGE>
were issued or sold for the consideration actually received by the
Company upon such exercise, plus the consideration, if any, actually
received by the Company for the granting of all such rights, warrants
or options.
5.1.4 Determination of Consideration. Upon any issuance or sale
for a consider ation other than cash, or a consideration part of which
is other than cash, of any shares of Common Stock or Convertible
Securities or any rights or options to subscribe for, purchase or
otherwise acquire any Common Stock or Convertible Securities, the
amount of the consideration other than cash received by the Company
shall be deemed to be the fair value of such consideration as
determined in good faith by the Board of Directors of the Company. In
case any Common Stock or Convertible Securities or any rights or
options to subscribe for, purchase or otherwise acquire any Common
Stock or Convertible Securities shall be issued or sold together with
other stock or securities or other assets of the Company for a
consideration which covers both, the consideration for the issue or
sale of such Common Stock or Convertible Securities or such rights or
options shall be deemed to be the portion of such consideration
allocated thereto in good faith by the Board of Directors of the
Company.
5.1.5 Shares Considered Outstanding. The number of shares of
Common Stock outstanding at any given time shall include shares
issuable in respect to scrip certificates issued in lieu of fractions
of shares of Common Stock, but shall exclude shares held in the
treasury of the Company or by subsidiaries of the Company.
5.1.6 Duration of Adjustment Purchase Price. Following each
computation or readjustment of an Adjusted Purchase Price as provided
in this Section 5.1, the new Adjusted Purchase Price shall remain in
effect until a further computation or readjustment thereof is required
by this Section 5.1.
5.1.7 Excepted Issues and Sales. No adjustments pursuant to this
Section 5.1 shall be made in respect of (a) the issuance of shares of
Common Stock upon exercise of Warrants issued pursuant to the
Agreement; (b) the issuance of options or shares of Common Stock upon
the exercise of options granted pursuant to any stock option plan for
employees or directors of the Company and exercisable at prices not
less than the Market Price at the time of grant; (c) the exercise of
warrants or the conversion of Convertible Securities to the extent
that such warrants or Convertible Securities were outstanding on
November 30, 1995 (including that Warrant issued to Oppenheimer & Co.)
and exercisable at prices not less than the Market Price at the time
of grant or issuance of such warrant or Convertible Securities; and
(d) the issuance of up to 175,000 shares of Common Stock upon
conversion of indebtedness of the Company. The number of shares of
Common Stock referred to in this subparagraph shall be proportionately
adjusted to reflect any reclassification, subdivision or combination
of Common Stock or any distribution or dividends on the Common Stock,
payable in Common Stock.
<PAGE>
5.2 Reorganization, Consolidation, Merger. In case of any
reorganization of the Company (or any other corporation the stock or other
securities of which are at the time receivable on the exercise of this
Warrant) after the Original Issue Date, or in case, after such date, the
Company (or any such other corporation) shall consolidate with or merge
into another corporation or convey all or substantially all of its assets
to another corporation, then and in each such case the holder of this
Warrant, upon the exercise hereof as provided in Section 2, at any time
after the consummation of such reorganization, consolidation, merger or
conveyance, shall be entitled to receive, in lieu of the stock or other
securities and property receivable upon the exercise of this Warrant prior
to such consummation, the stock or other securities or property to which
such holder would have been entitled upon such consummation if such holder
had exercised this Warrant immediately prior thereto, all subject to
further adjustment as provided in Section 5. In each such case the terms of
this Warrant shall be applicable to the shares of stock or other securities
or property receivable upon the exercise of this Warrant after such
consummation.
5.3 No Dilution or Impairment. The Company will not, by amendment of
its certificate of incorporation or through reorganization, consolidation,
merger, dissolution, issue or sale of securities, sale of assets or any
other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of the Warrants, but will at all times in
good faith assist in the carrying out of all such terms and in the taking
of all such actions as may be necessary or appropriate in order to protect
the rights of the holders of the Warrants against dilution or other
impairment. Without limiting the generality of the foregoing, the Company
(a) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and
non-assessable shares upon the exercise of all Warrants at the time
outstanding, and (b) will take no action to amend its certificate of
incorporation or by-laws which would change to the detriment of the holders
of Common Stock (whether or not any Common Stock be at the time
outstanding) the dividend or voting rights of the Company's Common Stock;
provided that nothing herein contained shall prohibit the issuance and sale
of Preferred Stock of the Company at fair market value. In this regard, the
Company shall be deemed to have undertaken a fiduciary duty with respect to
the holders of the Warrants.
5.4 Certificate as to Adjustments. In each case of an adjustment in
the shares of Common Stock or other stock, securities or property
receivable on the exercise of the Warrants, the Company shall compute such
adjustment in accordance with the terms of the Warrants and prepare a
certificate setting forth such adjustment and showing in detail the facts
upon which such adjustment is based, including a statement of: (a) the
consideration received or to be received by the Company for any additional
shares of Common Stock issued or sold or deemed to have been sold; (b) the
number of shares of Common Stock outstanding or deemed to be outstanding;
and (c) the Adjusted Purchase Price, certified to by the President of the
Company; provided, however, that if the Holder reasonably objects to such
determination, the Company shall cause a firm of independent certified
public accountants of recognized standing selected by the Company (who may
be the accountants then auditing the books of the Company) to compute such
adjustment in accordance with the terms of the Warrants and prepare a
certificate setting forth such adjustment and showing in detail the facts
upon which such adjustment is based. All fees and expenses of such
independent certified public accountants shall be paid (i) by the Holder if
<PAGE>
the computation is the same as or less than that made by the Company or
(ii) by the Company if the computation is greater than that made by the
Company. The Company will forthwith mail a copy of the certificate to each
holder of a Warrant at the time outstanding.
5.5 Notices of Record Date. In case:
(a) the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time receivable upon the
exercise of the Warrants) for the purpose of entitling them to receive
any dividend or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any securities, or to
receive any other right, or
(b) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any
consolidation or merger of the Company with or into another
corporation, except for mergers into the Company of subsidiaries whose
assets are less than 10% of the total assets of the Company and its
consolidated subsidiaries, or any conveyance of all or substantially
all of the assets of the Company to another corporation, or
(c) of any voluntary dissolution, liquidation or winding-up of
the Company;
then, and in each such case, the Company will mail or cause to be mailed,
to each holder of a Warrant at the time outstanding a notice specifying, as
the case may be, the date on which a record is to be taken for the purpose
of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, or the date on which
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if
any, to be fixed as of which the holders of record of Common Stock (or such
stock or securities at the time receivable upon the exercise of the
Warrants) shall be entitled to exchange their shares of Common Stock (or
such other stock or securities) for securities or other property
deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up. Such notice
shall be mailed at least ten (10) days prior to the date therein specified.
The rights to notice provided in this Section are in addition to the rights
provided elsewhere herein but the failure to give such notice shall not
invalidate any such corporate action.
6. Loss or Mutilation. Upon receipt by the Company of evidence satisfactory
to it in the exercise of reasonable discretion, of the ownership of and the
loss, theft, destruction or mutilation of any Warrant and, in the case of loss,
theft or destruction, of indemnity satisfactory to it in the exercise of
reasonable discretion, and, in the case of mutilation, upon surrender and
cancellation thereof, the Company will execute and deliver in lieu thereof a new
Warrant of like tenor except that no such indemnity shall be required from The
Provident Bank or any of its affiliates.
<PAGE>
7. Reservation of Common Stock. The Company shall at all times reserve and
keep available for issue upon the exercise of Warrants such number of its
authorized but unissued shares of Common Stock as will be sufficient to permit
the exercise in full of all outstanding Warrants.
8. Registration. The holder of this Warrant, by acceptance hereof, agrees
prior to any transfer of Warrants or Common Stock issued or issuable upon
exercise hereof to give written notice to the Company expressing such holder's
intention to effect such transfer and describing briefly the manner of the
proposed transfer of such Warrants or Common Stock. Promptly upon receiving such
notice, the Company shall present copies thereof to its counsel and the
provisions of the following subdivision shall apply:
8.1 Authorized Transfers. If in the opinion of such counsel, concurred
in by counsel for the holders of such Warrants or Common Stock, the
proposed transfer of the Warrants or Common Stock issued or issuable upon
the exercise hereof may be effected without registration under the
Securities Act of 1933 or pursuant to any applicable state securities laws,
the Company, as promptly as practicable, shall notify the holder of such
Warrants or Common stock hereof of such opinion, whereupon such holder
shall be entitled, but only in accordance with the terms of the notice
delivered by such holder to the Company, to transfer such Warrants or
Common Stock.
8.2 Demand Registration. If, in the opinion of such counsel or in the
opinion of the holders of Warrants or Common Stock desiring such transfer,
such proposed transfer may not be effected without such registration of the
Common Stock issued or issuable upon the exercise hereof, and if after
written notice of such opinion to said holder, or if at any time, with or
without the presence of such opinions or notice, the holders of the Common
Stock issued or issuable upon the exercise of all Warrants issued pursuant
to the Agreement equal in the aggregate to not less than 33% of the
original number of shares of Common Stock issuable upon exercise of the
Warrants shall, at any time, request that a registration statement be filed
under the Securities Act of 1933 (the "Act") and any applicable state
securities laws, with respect to the Common Stock issued or issuable upon
the exercise or proposed exercise hereof, the Company shall promptly give
written notice to all then holders of Warrants and holders of Common Stock
acquired by such holders upon exercise of Warrants at the respective
addresses thereof shown on the books of the Company, of a proposed
registration under the Act and applicable state securities laws of Common
Stock issued or issuable upon the exercise hereof, and the Company shall,
as expeditiously as practicable, use its best efforts to effect such
registration of:
(x) Common Stock issued or issuable upon the exercise or proposed
exercise hereof, all as required to comply with such opinion or
request, and
(y) all Common Stock issued or issuable upon the exercise of
Warrants, the holders of which shall have made written requests to the
Company for the registration thereof within 10 days after the giving
of such written notice by the Company.
all to the extent requisite to permit the sale of all Common Stock referred
to in the foregoing clauses (x) and (y).
<PAGE>
The Company shall not have the right to include in any registration
pursuant to Section 8.2, any securities to be distributed by the Company
for its own account or any securities to be offered by any other security
holder of the Company, except pursuant to binding obligations to include
such other securities in such registration statement entered into prior to
or on the Original Issue Date of these Warrants. Furthermore, the Company
shall not be required to register any shares under this Section unless the
holders have requested the registration of at least 133,333 shares; and may
defer the registration of such Common Stock for up to 90 days if the Board
of Directors decides in good faith that registration would interfere with
other Company activity.
8.3 Optional Registration. If the Company, otherwise than pursuant to
Section 8.2, at any time proposes to file a registration statement under
the Act respecting any equity security of the Company on a form appropriate
for registration of a sale of Common Stock, it will at such time give
written notice to all registered holders of Warrants and holders of Common
Stock acquired by such holders upon exercise of Warrants of its intention
to do so and, upon the written request of any such registered holder given
within 10 days after receipt of any such notice (which request shall
specify the Common Stock intended to be sold or disposed of by such
registered holder and describe the nature of any proposed sale or other
disposition thereof), the Company will cause all such shares specified in
such request to be so registered provided that if Registration involves an
offering by or through underwriters, the Company shall not be required to
include Shares owned by holder therein if and to the extent the underwriter
managing the offering reasonably believes in good faith and advises the
Company that such inclusion would materially adversely affect such
offering; provided that (a) if other selling shareholders who are employees
or officers of the Company have requested registration of securities in the
proposed offering, the Company will reduce or eliminate such other selling
shareholders' securities before any reduction or elimination of Holder's
shares; (b) any such reduction or elimination (after taking into account
the effect of clause (a)) shall be pro rata to all other holders of the
securities of the Company exercising "piggyback registration rights"
similar to those set forth herein in proportion to the respective number of
shares they have requested to be registered unless prior agreements of the
Company give priority to other persons holding registration rights, and (c)
in such event, such Holders shall delay any offering by them of all such
Shares owned by them for such period, not to exceed 120 days, as the
managing underwriter shall request.
8.4 Other Registrations. If the Common Stock issued or issuable
pursuant hereto require registration or qualification with or approval of
any United States or state governmental official or authority in addition
to registration under the Act before the Common Stock may be sold, the
Company will take all requisite action in connection with such registration
and will cause any such shares to be duly registered or approved as may be
required; provided, however, that it shall not be required to give a
general consent to service of process or to qualify as a foreign
corporation or subject itself to taxation as doing business in any such
state.
8.5 Exchange Listing. If, at the time of any registration pursuant to
this Section 8, Common Stock issued or issuable upon exercise of the
Warrants meets the criteria for listing on any exchange on which Common
Stock of the Company is then listed, the Company shall apply for and use
its best efforts to obtain a listing of such Common Stock on such exchange.
<PAGE>
8.6 Registration Obligations. The Company will deliver to the holders
of such Common Stock after effectiveness of any registration under Section
8, such reasonable number of copies of a definitive prospectus included in
such registration statement and of any revised or supplemental prospectus
filed as such holders may from time-to-time reasonably request. The Company
shall file post-effective amendments or supplements to such registration
statement for a period not to exceed 90 days in order that the registration
statement may be effective at all times during such 90 day period and at
all times comply with the various applicable Federal and State securities
laws (after which period the Company may withdraw such Common Stock from
registration), and deliver copies of the prospectus contained therein as
hereinabove provided.
8.7 Expenses. In the case of any registrations pursuant to Section 8,
the Company shall pay all of the expenses in connection therewith,
including without limitation costs of complying with Federal and State
securities laws and regulations, attorneys' fees of the Company, accounting
fees, printing expenses and filing fees, except transfer taxes,
underwriting commissions and discounts and other expenses of the holders;
provided, however, that in any registration pursuant to Section 8.3, such
holders participating in the registration shall pay the Company for the
incremental portion of the Federal and State registration and filing fees
attributable to their shares.
8.8 Indemnity to Holders. The Company will indemnify each such holder
of Common Stock being sold by any such holder (and any person who controls
such holders or underwriter within the meaning of Section 15 of the Act)
against all claims, losses, damages, liabilities and expenses resulting
from any untrue statement or alleged untrue statement of a material fact
contained in a Prospectus or in any related registration statement,
notification or the like or from any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as the same may have
been based upon information furnished in writing to the Company by such
holder expressly for use therein and used in accordance with such writing.
8.9 Indemnity to Company. Each holder of a Warrant, and each holder of
shares of Common Stock acquired by such holder upon the exercise of a
Warrant, by acceptance thereof, agrees to furnish to the Company such
information concerning such holder as may be requested by the Company which
is necessary in connection with any registration or qualification of shares
of Common Stock issued or issuable upon exercise of Warrants proposed to be
made by the Company pursuant to this Section 8, and to indemnify the
Company, and any officer signing the registration statement and any
director and person who controls the Company within the meaning of Section
15 of the Act, against all claims, losses, damages, liabilities and
expenses resulting from any untrue statement or alleged untrue statement of
a material fact or the omission or alleged omission of a material fact
contained in or omitted from information furnished in writing to the
Company by such holder expressly for use therein and used in accordance
with such writing.
8.10 Termination of Registration Obligations. Subject to the
provisions of Section 8.6 hereof, the Company's obligations under Section
8.2 hereof shall be satisfied upon the completion of three registrations
requested, except that its obligations under Section 8.2 hereof and its
other obligations hereunder shall terminate upon the expiration of two
years after exercise of this
<PAGE>
Warrant; provided, however, that if the Company shall receive a "no-action"
letter from the staff of the Securities and Exchange Commission or shall
receive an opinion of its counsel, which shall be concurred in by counsel
for the holders of Common Stock, to the effect that the Common Stock owned
by a particular holder or a proposed disposition by such person is not
required to be registered under the Act or applicable state securities
laws, the provisions of this Section 8 shall be terminated with respect to
such particular Common Stock. Provided further, that if such no-action
letter or such opinion related to a particular disposition of Common Stock,
the provisions of this Section 8 based on the Act and applicable state
securities laws, shall be applicable to such Common Stock and any holder
thereof until final consummation of such disposition and if such no-action
letter or opinion is terminated expressly or impliedly or subject to any
condition, the Company will comply promptly with any such condition as is
applicable to it and within its control, and the provisions of this Section
8 will be applicable to such Common Stock and to any holder thereof if the
terms of such no-action letter or opinion terminate or the conditions
thereof are not met.
8.11 No Warrant Registration. The Warrants and the Common Stock are
restricted securities as that term is defined under Rule 144 issued
pursuant to the Act, as amended, and no transfer thereof shall be made in
violation of the Act, as amended. The Company shall have no duty or
obligation to register the Warrants at any time.
8.12 Rule 144 Information. The Company shall continue to maintain the
registration of its common stock or any other stock issuable upon exercise
of this Warrant under the Securities Exchange Act of 1934, as amended, for
as long as the Warrants remain outstanding.
9. Information. The Company shall furnish each holder of Warrants with
copies of all reports, proxy statements, and similar materials that it furnishes
to holders of its Common Stock.
10. Notices. All notices and other communications from the Company to the
holder of this Warrant shall be mailed by first-class registered or certified
mail, postage prepaid, to the address furnished to the Company in writing by the
last holder of this Warrant who shall have furnished an address to the Company
in writing.
11. Change, Waiver. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement by the change, waiver,
discharge or termination is sought.
12. Headings. The headings in this Warrant are for purposes of convenience
of reference only and shall not be deemed to constitute a part hereof.
13. Law Governing. This Warrant shall be construed and enforced in
accordance with and governed by the laws of the State of Indiana.
<PAGE>
NOBLE ROMAN'S, INC.
November ____, 1997 BY:--------------------------
<PAGE>
WARRANT EXERCISE FORM
(To Be Executed Only Upon Exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably exercises this
Warrant for and purchase the number of shares of Common Stock of
________________________, purchasable with this Warrant, and herewith makes
payment therefor, all at the price and on the terms and conditions specified in
this Warrant.
Date:________________________________
--------------------------------
(Signature of Registered Owner)
--------------------------------
(Street Address)
--------------------------------
(City) (State) (Zip)
<PAGE>
WARRANT FORM OF ASSIGNMENT
FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under and within Warrant, with respect to the number of shares
of Common Stock set forth below:
Name of Assignee Address No. of Shares
---------------- ------- -------------
and does hereby irrevocably constitute and appoint
___________________ attorney to make such transfer
on the books of _______________ maintained for the
purpose, with full power of substitution in the
premises.
Date:________________________ Signature_________________________
Witness___________________________
The securities represented hereby have been acquired for investment, have
not been registered under the act, and may not be sold, exchanged or transferred
in any manner, except in compliance with Section 4 hereof.
