<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. Four (4) )
EMCEE Broadcast Products, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
268650-10-8
(CUSIP Number)
Robert S. Sensky, Esquire
2 East Broad Street, 6th Floor, Hazleton, PA 18201; (717) 4554731
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 23, 1996
(Date of Event which Requires Filing of this Statement)
<PAGE>
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 13d1(b)(3) or (4),
check the following .
CUSIP NO. 268650-10-8
1) Names of Reporting Persons Burton T. Witt:###-##-####
S.S. or I.R.S. Identification Martin D. Cohn: ###-##-####
Nos. of Above Persons
2)Check the Appropriate Box (a)
if a Member of a Group
(see instructions) (b)
3) SEC Use Only
4)Source of Funds (See Instructions) 00
5)Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6) Citizenship or Place of OrganizationUnited States of America
Number of Shares Bene- (7)Sole Voting Burton T. Witt:344,970
ficially Owned by Each Power
Reporting Person With
Owned by Each Reporting (8)Shared
Person With Voting Power None
(9)Sole Dis-
positive Power None
<PAGE>
(10)Shared Dis- Burton T. Witt and
positive Power Martin D. Cohn:344,970
11)Aggregate Amount Beneficiary
Owned by Each Reporting Person 344,970
12)Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See Instructions)
13)Percent of Class Represented by
Amount in Row (11) 7.909%
14)Type of Reporting Person
(See Instruction) 00
ITEM 1 -SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is common stock. The name of the issuer of such securities
is EMCEE Broadcast Products, Inc., with its principal executive
offices located at Susquehanna Street Extension West, P.O. Box 68,
White Haven, Pennsylvania 18661-0068.
ITEM 2 -IDENTITY AND BACKGROUND.
The persons filing this statement are Burton T. Witt and Martin D.
Cohn. Both Mr. Witt and Mr. Cohn are practicing attorneys and
counselors at law. Mr. Witt practices law with Burton T. Witt &
Associates, at Suite 3900, One LaSalle Street, Chicago, Illinois
60602. Mr. Cohn practices law with Laputka, Bayless, Ecker & Cohn,
<PAGE>
P.C., at 2 East Broad Street, 6th Floor, Hazleton, Pennsylvania
18201. During the last five years, neither Mr. Witt nor Mr. Cohn was
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
Also, during the last five years, neither Mr. Witt nor Mr. Cohn was
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction, the result of which subjected him to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or a finding of any violation with respect to such
laws.
Both Mr. Witt and Mr. Cohn are citizens of the United States of
America.
ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No funds or other consideration were used to acquire any of the
equity securities described herein. By way of further explanation,
see Item 4 below.
ITEM 4 -PURPOSE OF TRANSACTION.
The equity securities described herein became beneficially owned by
<PAGE>
Mr. Witt and Mr. Cohn as a result of the death of Shirley Chalmers.
Miss Chalmers' Will names Mr. Witt as the executor of her estate.
As such, Mr. Witt and Mr. Cohn have been advised that Mr. Witt has
sole voting power with respect to the equity securities of the
issuer held by the estate.
Miss Chalmers' Will further provides that Mr. Witt and Mr. Cohn, in
their sole discretion, shall sell such equity securities over a
period of ten years from the date of Miss Chalmers death for the
benefit of the Weizmann Institute of Science. Under the applicable
Rules of the Securities and Exchange Commission ("SEC"), therefore,
Mr. Witt and Mr. Cohn share dispositive power with respect to such
shares.
The sole purpose for the acquisition of the equity securities
described herein is to sell them in the manner previously described
and to distribute the proceeds thereof to the Weizmann Institute of
Science in accordance with the provisions of Miss Chalmers' Will.
ITEM 5 -INTEREST IN SECURITIES OF THE ISSUER.
The aggregate number of equity securities identified in Item 1 of
this statement is 344,970 shares, representing 7.909% of the class
of such securities.
<PAGE>
As indicated above, Mr. Witt has sole voting power over such
aggregate number of securities and shared dispositive power over
them with Mr. Cohn.
On May 23, 1996, Mr. Witt and Mr. Cohn effected the sale of 200,000
shares of the equity securities of the issuer to the issuer. Prior
to that date, Mr. Witt and Mr. Cohn beneficially owned, in the
manner herein described, 544,970 shares of such equity securities.
The gross sale price was $6.3125 per share.
ITEM 6 -CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The sale of the equity securities of the issuer described in Item
5 above was subject to a letter agreement, dated May 1, 1996,
between Mr. Witt, the issuer, EMCEE Cellular Inc. and The American
Committee for the Weizmann Institute of Science, Inc. That letter
agreement is attached as an exhibit hereto.
Except as disclosed in Item 7 below and included as an exhibit
hereto, there are no other contracts, arrangements, understandings
or relationships, (legal or otherwise) among the persons named in
Item 2 above or between such persons and any other person with
respect to any of the equity securities of the issuer described
herein.
<PAGE>
ITEM 7 -MATERIALS TO BE FILED AS EXHIBITS.
The following are attached as exhibits to this statement:
Description of ExhibitPage Number
Non-Qualified Stock Option
Agreement . . . . . . . . ..(1)
Agreement Pursuant to
Rule 13d-1(f). . . . . . . ..(1)
Letter Agreement, dated
October 4,1995 . . . . . . ..(2)
Letter Agreement, dated
November 29, 1995 . . . . ..(3)
Letter Agreement, dated
December 20, 1995 . . . . ..(4)
Letter Agreement, dated
May 1, 1996 . . . . . . . . . 8
(1)Incorporated by reference from the Schedule 13D filed with the
SEC on or about July 19, 1995.
(2)Incorporated by reference from the amended Schedule 13D
(Amendment No. 1) filed with the SEC on or about October 20, 1995.
(3)Incorporated by reference from the amended Schedule 13D
(Amendment No. 2) filed with the SEC on or about December 11, 1995.
(4)Incorporated by reference from the amended Schedule 13D
(Amendment No. 3) filed with the SEC on or about January 4, 1996.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
PAGE
<PAGE>
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
June 3, 1996 June 3, 1996
- ----------------------- ---------------------
Date Date
Burton T. Witt /s/ Martin D. Cohn /s/
- ----------------------- ---------------------
Signature Signature
Burton T. Witt Martin D. Cohn
- ----------------------- ---------------------
Name Name
<PAGE>
EMCEE BROADCAST PRODUCTS, INC.
PO BOX 68
WHITE HAVEN, PA 18661
May 1, 1996
American Committee for the
Weizmann Institute of Science, Inc.
51 Madison Avenue
New York, NY 10010
Burton T. Witt, Esquire, Executor of
the Estate of Shirley Chalmers, deceased
BURTON T. WITT & ASSOCIATES
Suite 3900
One North LaSalle Street
Chicago, IL 60602
EMCEE Cellular Inc.
103 Springer Building, 1st Floor
Concord Plaza
3411 Silverside Road
Wilmington, DE 19810
Ladies and Gentlemen:
This letter will memorialize our agreement that EMCEE Broadcast
Products, Inc. ("EMCEE") and/or EMCEE Cellular Inc. ("CELLULAR")
shall, for a period of six months from the date hereof, have the
right and option to purchase from time to time up to $1.5 Million
worth of EMCEE common stock, as determined by the "Market Price"
(defined hereinafter), from the Estate of Shirley Chalmers,
deceased (the "ESTATE") upon the following terms and conditions:
(a)"Market Price" shall be determined by calculating the mean of the mean
of the bid and ask prices of EMCEE common stock on the NASDAQ National Market as
of the close of trading during the 45-trading days immediately preceding the
date of this letter(provided that the option granted hereunder shall be
exercised bydelivery of the purchase money to the estate before May 22, 1996;
f the option or any portion thereof remains unexercised on orafter May 22,
1996, the Market Price shall be calculated as of
<PAGE>
the close of trading during the 45 trading days immediately preceding
the date of exercise of this option), so long as during such period
May 1, 1996
Page 2
American Committee for the
Weizmann Institute of Science, Inc.
Burton T. Witt, Esquire, Executor of
the Estate of Shirley Chalmers, deceased
BURTON T. WITT & ASSOCIATES
EMCEE Cellular Inc.
the directors and officers of EMCEE shall not have sold or
purchased, in the aggregate, in excess of 100,000 shares of
EMCEE common stock; provided, however, that in such event, EMCEE,
Cellular, the Estate and the American Committee for the Weizmann
Institute of Science, Inc. ("WEIZMANN") shall use all reasonable
efforts to develop another mutually acceptable definition of
"Market Price";
(b)At the time of such sale or sales, EMCEE shall receive a ten
(10%) percent discount of the purchase price;
(c)At the time of such sale or sales, EMCEE shall execute and
deliver to Weizmann a Non-Negotiable, Non-Transferable Stock
Warrant in form and content as set forth on Exhibit "A" attached
hereto and made a part hereof (the "WARRANT") for a number of
shares of EMCEE common stock equal to the number of such shares
purchased by EMCEE or Cellular from the Estate;
(d)The purchase price of each share of the stock subject to the
Warrant shall be equal to one hundred fifty (150%) percent of the
price per share which EMCEE or Cellular paid to the Estate, and the
term of the Warrant shall be for five (5) years;
<PAGE>
(e)Each party shall assume and pay its own respective costs,
expenses and fees, including attorney's and broker's fees, incurred
by it in fulfilling its obligations hereunder and in consummating
the transactions contemplated hereby;
(f)EMCEE is issuing this letter based on the representations and
warranties of Weizmann that it is an "Accredited Investor", as that
term is defined under Regulation D of the Securities Act of 1933,
as amended;
May 1, 1996
Page 3
American Committee for the
Weizmann Institute of Science, Inc.
Burton T. Witt, Esquire, Executor of
the Estate of Shirley Chalmers, deceased
BURTON T. WITT & ASSOCIATES
EMCEE Cellular Inc.
(g)Weizmann is entering into this transaction based on EMCEE's
acknowledgment that the stock to be purchased by EMCEE or Cellular
pursuant this letter constitute "control securities" and, as such,
may not be sold, pledged or transferred, disposed of or offered for
sale without registration under the Securities Act of 1933, as
amended, unless an exemption from registration requirements under
said Act is available; and
(h)EMCEE must effect any necessary or required New York Blue Sky
filings in connection with the Warrant.
If the terms and conditions of this letter are acceptable, please
so indicate by executing it in the space provided below. Upon such
execution, please return it directly to the undersigned.
Very truly yours,
/s/ James L. DeStefano
JAMES L. DeSTEFANO, President/CEO
<PAGE>
Burton T. Witt, Executor of
the Estate of Shirley Chalmers,
deceased
/s/ Burton T. Witt
- --------------------
(Signature)
May 1, 1996
Page 4
American Committee for the
Weizmann Institute of Science, Inc.
Burton T. Witt, Esquire, Executor of
the Estate of Shirley Chalmers, deceased
BURTON T. WITT & ASSOCIATES
EMCEE Cellular Inc.
American Committee for the
Weizmann Institute of Science, Inc.
By: Fran Tinsly /s/
-------------------
Title: Executive Director
EMCEE Cellular Inc.
By: Martin D. Cohn /s/
--------------------
Title: Secretary
<PAGE>
<PAGE>
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT
HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR
SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY IN
FORM AND CONTENT TO COUNSEL FOR THE CORPORATION THAT THE
TRANSACTION SHALL NOT RESULT IN A VIOLATION OF STATE OR FEDERAL
SECURITIES LAWS, AND IN ALL EVENTS THE EXPRESS WRITTEN CONSENT OF
THE CORPORATION AS SET FORTH IN MORE DETAIL IN SECTION 13 HEREOF.
NON-NEGOTIABLE, NON-TRANSFERABLE
STOCK WARRANT
FOR VALUE RECEIVED, EMCEE Broadcast Products, Inc. (the
"CORPORATION"), a Delaware corporation, hereby grants to the
American Committee for the Weizmann Institute of Science, Inc.
("WEIZMANN"), a New York nonprofit corporation, the right to
purchase ____________________________ (____________) shares of the
common stock of the Corporation, under and subject to the following
terms, conditions, restrictions and limitations:
1. ISSUE. Within ten (10) business days following tender to the
Corporation, as accomplished in strict accordance with the
provisions of Section 5 hereof, the Corporation shall issue to
Weizmann the number of shares of common stock of the Corporation
specified in the "Exercise Form" (defined hereinafter) to which
Weizmann is then entitled to purchase pursuant to the provisions
hereof. EXHIBIT "A"
<PAGE>
2. EXERCISE PRICE. The exercise price of this Warrant, the price
at which the shares of stock purchasable on exercise of this
Warrant may be purchased, is $9.46875 per share (the "EXERCISE
PRICE").
3. EXERCISE PERIOD. This Warrant may only be exercised on or after
_____________________, 1996 [This date shall be the date this
Warrant is issued], and on or before __________________________,
2001 [This date shall be five (5) years from the date of issue]
(the "EXERCISE PERIOD"). If not fully exercised during the Exercise
Period, this Warrant, together with all of the rights granted to
Weizmann hereby, shall automatically expire, lapse and become null
and void and of no further force or effect.
4. PARTIAL EXERCISES. The shares of common stock subject to this
Warrant may be purchased pursuant to the provisions hereof all at
one time or in varying increments from time to time during the
Exercise Period.
5. TENDER. The exercise of this Warrant must be accomplished by
actual delivery of the Exercise Price by certified check or
official bank draft in lawful money of the United States of
America, and by actual delivery of a properly executed exercise
form (the "Exercise Form"), which shall be in form and content as
<PAGE>
set forth on Exhibit "A" attached hereto and made a part hereof,
and by surrender of this Warrant. If such exercise is, pursuant to
the provisions of Section 4 hereof, only a partial exercise and
there remains available shares to be purchased pursuant to the
provisions hereof, the Corporation shall deliver a new warrant to
Weizmann of like tenor and date representing the number of such
available remaining shares. The Exercise Price and Exercise Form
must be delivered, via first class U.S. certified mail (return
receipt requested) or private commercial express mail courier (such
as FedEx or U.P.S.), postage prepaid, to the attention of the Vice-President-
- -Finance of the Corporation at Susquehanna StreetExtension, West, P.O. Box
68, White Haven, Pennsylvania 18661-0068,or to such other address and/or
such other officer or employee as shall have been last designated by the
Corporation in writing. The date of delivery of the Exercise Price and Exercise
Form shall be deemed to be the date they are received by the Corporation.
6. SHARES : REGISTRATION & RESERVE. On or within one hundred fifty
(150) days from the date of their issue, the shares of common stock
subject to this Warrant shall be registered pursuant to applicable
federal and state laws and regulations. The Corporation shall at
all times during the Exercise Period reserve and hold available
<PAGE>
sufficient shares of its common stock to satisfy its obligations
hereunder. The Corporation further covenants and agrees that all
shares of common stock that may be issued upon the exercise of this
Warrant shall, upon issuance, be duly and validly issued, fully
paid and nonassessable, and free from all taxes, liens and charges
with respect to the purchase and issuance thereof.
7. STOCK CHANGES. On the date hereof, the Corporation has only one
class of stock, which is common stock, is authorized to issue nine
million (9,000,000) shares of common stock and has issued and
outstanding four million three hundred sixty-one thousand seven
hundred fourteen (4,361,714) shares of its common stock [The latter
figure will be decreased on the date of issuance hereof as a result
of the Corporation's purchase of shares from the Chalmers' Estate,
and may increase or further decrease on the date of such issuance
as a result of other transactions occurring prior thereto]. If at
any time subsequent to the issuance and acceptance hereof and
during the Exercise Period, the Corporation shall change the number
or class of shares of its common stock by stock dividend, stock
split, subdivision, reverse split, merger, consolidation or
reclassification of shares, then, in any such event, subject to the
Corporation's call option set forth in Section 8 hereof, the
<PAGE>
aggregate number of shares with respect to which this Warrant may
then be exercised and the Exercise Price thereof shall be
proportionately adjusted by the Board of Directors of the
Corporation on the basis of a determination by the Corporation's
independent auditors, which determination shall be binding on the
Corporation and Weizmann, in order to prevent dilution or
enlargement of the rights of Weizmann granted hereby. However,
other than as a result of the occurrence of any one or more of the
events expressly described above in this Section 7, in no event
shall any change in the number or class of shares of the common
stock of the Corporation, either separately or in the aggregate,
cause the number of shares available under this Warrant to exceed
two hundred fifty thousand (250,000) shares.
8. CONSOLIDATION OR SALE. Notwithstanding any other provision
contained herein, if the Corporation consolidates with or merges
into another corporation or other entity so that it is not the
surviving corporation, or if the Corporation receives an offer to
purchase or lease all or substantially all of its assets or an
offer to purchase thirty (30%) percent or more of its issued and
outstanding common stock, or if all or substantially all of the
assets of the Corporation are sold or leased or thirty (30%)
<PAGE>
percent or more of its issued and outstanding common stock is
purchased by any person or group of persons acting in concert,
then, in any such event, this Warrant, at the option of the
Corporation, may be called by the Corporation, provided that the
Corporation gives Weizmann at least thirty (30) days advance
written notice thereof. The right to exercise this Warrant shall
terminate when it is called at the end of said thirty (30) day
notice period. The call price shall be _______________
($___________) per share [This figure will be equal to the ten
(10%) percent discount the Corporation or EMCEE Cellular Inc.
receives on the purchase of the Corporation's shares from the
Chalmers' Estate divided by the number of shares initially
available hereunder], proportionately adjusted as a result of the
occurrence of any and all stock changes described in Section 7
hereof, and in the manner described therein. Such call price shall
be payable to Weizmann upon its surrender of this Warrant for
cancellation at the offices of the Corporation set forth in Section
5 hereof, together with a properly executed transfer or assignment
form, in form and content satisfactory to the Corporation in all
respects.
9. DISSOLUTION. In the event that a voluntary or involuntary
<PAGE>
dissolution, liquidation or winding up of the Corporation (other
than in connection with a merger, consolidation, sale or lease
described in Sections 7 and 8 hereof) is at anytime proposed during
the Exercise Period, the Corporation shall give written notice to
Weizmann at least thirty (30) days prior to the record date of the
proposed transaction. The notice must contain: (a) the date on
which the transaction is to take place; (b) the record date (which
must be at least thirty (30) days after the giving of such notice)
as of which holders of the common stock of the Corporation entitled
to receive distributions as a result of the transaction shall be
determined; (c) a brief description of the transaction; and (d) a
brief description of the distributions, if any, to be made to
holders of the common stock of the Corporation as a result of such
transaction. On the date of the transaction, if it actually occurs,
this Warrant and all rights existing under this Warrant shall
terminate.
10. FRACTIONAL SHARES. Only whole shares of stock of the
Corporation may be purchased pursuant to this Warrant. However, in
the event any provision hereof would result in a fractional share
being available hereunder, such fractional share shall be increased
to the next highest whole number if it exceeds one-half (1/2), but
<PAGE>
shall be decreased to the next lowest whole number if it is one-half (1/2) or
less.
11. REPRESENTATIONS AND WARRANTIES OF WEIZMANN. Weizmann hereby
represents and warrants to the Corporation as follows:
(a) This Warrant is being accepted by it for investment only, for
its own account and not with a view to the sale or distribution
thereof, and it is not participating, directly or indirectly, in an
underwriting of any such undertaking;
(b) It will not take, or cause to be taken, any action that would
cause it to be deemed an underwriter, as defined in Section 2 (11)
of the Securities Act of 1933, as amended (the "ACT"), with respect
to this Warrant;
(c) It has received and reviewed with its separate legal counsel,
certified public accountants and financial advisors a true copy of
the Corporation's most recent Form 10 KSB, proxy materials with
respect to the Corporation's 1995 Annual Meeting of Stockholders,
and Form 10 QSB filed with the Securities and Exchange Commission;
(d) It is an "Accredited Investor", as that term is presently
defined and used in Regulation D under the Act;
(e) By reason of its knowledge and experience in financial and
business matters in general, and business investments in
<PAGE>
particular, it is capable of evaluating the merits and risks of an
investment such as is contemplated hereby;
(f) It is capable of bearing the economic risks of an investment
such as is contemplated hereby; and
(g) Its present financial condition is such that it has no present
or contemplated future need to dispose of any portion of its
investment made or to be made hereby to satisfy any existing or
contemplated undertaking, need or indebtedness.
Weizmann recognizes, understands and agrees that the Corporation
has delivered this Warrant to Weizmann in reliance on the
representations and warranties of Weizmann contained herein.
12. NO STOCKHOLDER RIGHTS. Notwithstanding any possible contrary
interpretation of any provision set forth herein, this Warrant does
not entitle Weizmann to any of the rights of a stockholder of the
Corporation.
13. NEGOTIABILITY; ASSIGNMENT. THIS WARRANT IS NON-NEGOTIABLE. IN
ADDITION, WEIZMANN SHALL HAVE NO RIGHT TO SELL, OFFER FOR SALE,
ASSIGN, TRANSFER OR ENCUMBER ALL OR ANY PART OF THIS WARRANT
WITHOUT THE EXPRESS WRITTEN CONSENT OF THE CORPORATION, WHICH
CONSENT MAY BE WITHHELD FOR ANY REASON OR FOR NO REASON AT ALL. ANY
SUCH SALE, ASSIGNMENT, TRANSFER OR ENCUMBRANCE WITHOUT SUCH CONSENT
<PAGE>
SHALL CAUSE THIS WARRANT AND ALL OF THE PROVISIONS HEREOF TO
AUTOMATICALLY BECOME NULL AND VOID AND OF NO FURTHER FORCE OR
EFFECT.
14. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant
is lost, stolen, mutilated or destroyed, the Corporation may issue
a new Warrant of like denomination, tenor and date. Any such
issuance of a new warrant shall be on such terms and conditions
with respect to indemnity and otherwise as the Corporation may in
its sole discretion impose, which shall, in the case of mutilation,
include the surrender of this Warrant.
15. NOTICES. Any and all notices, correspondences or other
communications to the Corporation shall be sent in the manner, to
the address and to the attention of the person set forth and
described in Section 5 hereof. Any and all such notices,
correspondences or other communications to Weizmann shall be sent
in the same manner as follows:
American Committee for the
Weizmann Institute of Science, Inc.
51 Madison Avenue
New York, NY 10010
<PAGE>
<PAGE>
Any and all such notices to the Corporation or to Weizmann shall
also be sent to its legal counsel as follows:
If to the Corporation:
Robert S. Sensky, Esquire or
Martin D. Cohn, Esquire
LAPUTKA, BAYLESS, ECKER
& COHN, P.C.
2 East Broad Street
6th Floor
Hazleton, PA 18201
Fax No. (717) 459-0729
If to Weizmann:
Lawrence F. Blumberg, Esquire
GERALD & LAWRENCE BLUMBERG
LAW OFFICES
521 Fifth Avenue
New York, New York 10175
Fax No. (212) 697-9570
,or to such other legal counsel as has been last designated by such
party, by such notice; provided, however, that the failure to
provide a party's legal counsel with any such notice shall not
cause such notice to be defective.
16. LAW GOVERNING; JURISDICTION; SERVICE. This Warrant and the
provisions hereof shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania. The Corporation
and Weizmann further agree that any and all disputes arising out of
or with respect to this Warrant shall be brought before and decided
<PAGE>
exclusively by the United States District Court for the Middle
District of Pennsylvania; and in furtherance thereof, each party
hereto hereby irrevocably waives any right to object to the
jurisdiction of said Court over it or its property and all other
available objections, including, but not limited to, forum non
conveniens. The parties further agree that service of process or
service of any other document or paper in any such suit may be
served, and service shall be deemed complete and effective upon
such party, if the serving party effects such service on the other
party at its address set forth in Section 16 hereof by first-class
U.S. certified mail (return receipt requested) or private
commercial express mail courier (such as FedEx or U.P.S.), provided
that the provisions hereof shall not preclude a party from
effecting service in any other manner permitted by applicable law.
17. CAPTIONS. The captions herein are inserted and provided for
convenience of reference only and are not part of this Warrant and
shall not affect the interpretation hereof.
18. INTEGRATION. This Warrant constitutes the entire, complete and
final agreement of the parties hereto with respect to the subject
matter hereof, supersedes any prior agreement, discussion or
understanding between said parties, whether written or oral, and
<PAGE>
may be amended or supplemented subsequent to the date hereof only
by a written instrument executed by both such parties.
<PAGE>
IN WITNESS WHEREOF, this Warrant has been executed and delivered by
the Corporation, intending to be legally bound hereby, this ___ day
of _____________, 1996.
ATTEST EMCEE BROADCAST PRODUCTS, INC.
__________________________ BY:_________________________
Corporate Secretary
(SEAL) TITLE:______________________
Intending to be legally bound hereby, this Warrant and the
provisions hereof are agreed to and accepted this ____ day of
____________, 1996.
ATTEST AMERICAN COMMITTEE FOR THE WEIZMANN
INSTITUTE OF SCIENCE, INC.
______________________ BY:_________________________
Corporate Secretary
(SEAL) TITLE:_______________________
PAGE
<PAGE>
TO:EMCEE Broadcast Products, Inc.
Susquehanna Street Extension, West
P.O. Box 68
White Haven, Pennsylvania 18661-0068
Pursuant to the provisions of a certain Non-Negotiable, Non-Transferable Stock
Warrant, dated _____________, 1996, the undersigned hereby: (1) irrevocably
subscribes for and offers to purchase ___________ (______) shares of common
stock of EMCEE Broadcast Products, Inc.; (2) encloses payment of
___________________ ($______________) for these shares; and (3) requests that a
certificate or certificates for these shares be issued in the name of the
undersigned and delivered to the undersigned at the address specified below.
Date:__________ AMERICAN COMMITTEE FOR THE
WEIZMANN INSTITUTE OF SCIENCE,
INC.
BY:_________________________
TITLE:______________________
_____________________________
_____________________________
_____________________________
Signature guaranteed by:
____________________________
EXHIBIT "A"
