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EXHIBIT 4.1
FORM OF
WARRANT
THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON THE EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED OR
ANY STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR A VALID EXEMPTION
FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
(subject to adjustment hereinafter provided)
of
HADRON, INC.
This certifies that, for value received, ________________ ("Holder") is
entitled, subject to the terms set forth below, to purchase from Hadron, Inc., a
New York corporation (the "Company"), such number of shares of the Common Stock,
par value $0.02 per share ("Common Stock"), of the Company, that are purchasable
in connection with the exercise of the Warrant, as defined in Section 3 below,
upon surrender hereof at the principal office of the Company referred to below,
with the Notice of Exercise attached hereto as ATTACHMENT A duly executed and
simultaneous payment therefor (at the Exercise Price as set forth in Section 2
below) in lawful money of the United States or otherwise as hereinafter
provided. The number and Exercise Price of such shares of Common Stock are
subject to adjustment as provided below. The term "Warrant" as used herein shall
include the Warrant under this Warrant and any warrants delivered in
substitution or exchange therefor as provided herein.
1. TERM OF WARRANT. Subject to the terms and conditions set forth
herein, the Warrant shall be exercisable, in whole or in part, for a period of
five (5) years commencing on August 11, 2000 and ending on August 11, 2005.
2. EXERCISE PRICE. The exercise price at which this Warrant may be
exercised shall be seventy-five cents ($0.75) per share of Common Stock. (the
"Exercise Price").
3. NUMBER OF SHARES; EXERCISE OF WARRANT.
3.1 EXERCISE AND NUMBER OF SHARES. Subject to the provisions of this
Agreement, the Holder of this Warrant shall have the right to purchase from the
Company (and the Company shall issue and sell to such Holder), in the aggregate,
up to _________ shares of the Company's Common Stock. This Warrant may be
exercised in whole or in part in as many exercises as Holder may elect. The
Exercise Price shall be payable by check for good and sufficient United States
funds.
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3.2 DELIVERY. The Warrant shall be exercisable by (i)
delivering to the Company the form of notice of exercise attached hereto as
EXHIBIT A duly completed and signed by the Holder or by the duly appointed legal
representative or duly authorized attorney thereof, and (ii) depositing with the
Company the original of this Warrant, paying the aggregate Exercise Price for
the number of shares of Common Stock in respect of which the Warrant is being
exercised. Upon each partial exercise of the Warrant, a new Warrant evidencing
the balance of the shares of Common Stock issuable hereunder will be issued to
the Holder, as soon as reasonably practicable, on the same terms as the Warrant
partially exercised. All payments due upon any exercise of this Warrant shall be
made in cash or by check..
3.3 TIME OF EXERCISE. This Warrant shall be deemed to have
been exercised immediately prior to the close of business on the date of its
surrender for exercise 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 record of such shares as of the close of business on such date;
provided, however, that in the event that the transfer books of the Company are
closed on the date of exercise, the Holder shall be deemed to have become a
stockholder of record on the next succeeding day that the transfer books are
open and until such date, the Company shall be under no duty to cause to be
delivered any certificate for such shares. As promptly as practicable on or
after such date and in any event within ten (10) days thereafter, the Company at
its expense shall issue and deliver to the person or persons entitled to receive
the same a certificate or certificates for the number of shares issuable upon
such exercise. In the event that this Warrant is exercised in part, the Company
at its expense will execute and deliver a new Warrant of like tenor exercisable
for the number of shares for which this Warrant may then be exercised.
4. PAYMENT OF TAXES AND EXPENSES. The Company shall pay all expenses in
connection with, and all taxes and other governmental charges that may be
imposed with respect to, the issuance or delivery of this Warrant and the
Warrant Stock, unless any such tax or charge is imposed by law upon the Holder
or upon the income or gain of Holder in connection with this Warrant, in which
case such tax or charge shall be paid by the Holder. The Company shall not be
required, however, to pay any tax or other charge imposed in connection with any
transfer involved in the issuance of any certificate for shares of Common Stock
in any name other than that of the Holder, 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 satisfaction of the
Company that no such tax or other charge is due.
5. NO FRACTIONAL SHARES. No fractional shares shall be issued upon the
exercise of this Warrant. In lieu of any fractional share to which the Holder
would otherwise be entitled, the Company shall make a cash payment equal to the
Exercise Price multiplied by such fraction.
6. REPLACEMENT OF WARRANT. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, or surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor and amount.
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7. ADJUSTMENTS.
(a) ADJUSTMENT. The number of shares of Common Stock for which this
Warrant is exercisable and the Exercise Price at which such shares may be
purchased shall be subject to adjustment from time to time as set forth in this
SECTION 7.
(b) Stock Dividends, Subdivisions and Combinations. If at any time
the Company shall:
(i) pay or make a dividend on Common Stock payable in
additional shares of Common Stock;
(ii) subdivide its outstanding shares of Common Stock
into a larger number of shares of Common Stock; or
(iii) combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock;
then (A) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the happening of such event shall be adjusted to
equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock immediately prior to the happening of such
event would own or be entitled to receive after the happening of such event, and
(B) the Exercise Price shall be adjusted to equal (1) the Exercise Price
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (2) the number of
shares for which this Warrant is exercisable immediately after such adjustment.
(c) DIVIDENDS AND DISTRIBUTIONS. If the Company shall distribute to
all holders of its outstanding shares of Common Stock evidence of indebtedness
of the Company, cash (including cash dividends payable out of consolidated
earnings or earned surplus) or assets or securities other than additional shares
of Common Stock, including stock of a subsidiary but excluding dividends or
distributions referred to in SECTION 7(b) above (any such evidences of
indebtedness, cash, assets or securities, the "assets or securities"), then, in
each case, the number of shares of Common Stock issuable after such record date
to Holder upon the exercise of each Warrant shall be determined by multiplying
the number of shares of Common Stock issuable upon the exercise of such Warrant
immediately prior to such record date by a fraction, the numerator of which
shall be the fair market value per share of Common Stock immediately prior to
the record date for such distribution and the denominator of which shall be the
fair market value per share of Common Stock immediately prior to the record date
for such distribution less the then fair value (as determined in good faith by
the Board) of the evidences of its indebtedness, cash or assets or other
distributions so distributed attributable to one share of Common Stock. Such
adjustment shall be made whenever any such distribution is made, and shall
become effective on the date of distribution retroactive to the record date for
the determination of stockholders entitled to receive such distribution. Any
adjustment required by this SECTION 7(c) shall be made whenever any such
distribution is made, and shall become effective on the date of such
distribution retroactive to the record date for the determination of
stockholders entitled to receive such distribution.
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(d) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION OR MERGER. If the
Company shall (i) effect any reorganization or reclassification of its capital
stock or (ii) consolidate or merge with or into, or transfer all or
substantially all of its properties and assets to, any other person, in either
case in a transaction in connection with which a Holder has not exercised this
Warrant, then, upon any exercise of this Warrant subsequent to the consummation
thereof, such Holder shall be entitled to receive, in lieu of the Common Stock
issuable upon exercise immediately prior to such consummation, the highest
amount of stock, other securities or property (including cash) 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
adjustments thereafter as provided in this SECTION 7. In the case of a
consolidation, merger, sale or transfer which includes an election as to the
kind of consideration to be received by the holders, and the transfer is not the
same for each share of Common Stock, then for the purposes of this Section the
kind and amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer shall be deemed to be the kind and
amount so receivable per share by a plurality of the holders.
(e) All calculations under this SECTION 7 shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the case may be.
8. NO RIGHTS OF STOCKHOLDERS. Subject to this Warrant, the Holder shall
not be entitled to vote, to receive dividends or subscription rights, or to be
deemed the holder of Common Stock or any other securities of the Company that
may at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the Holder, as such, any
of the rights of a stockholder of the Company, including without limitation any
right to vote for the election of directors or upon any matter submitted to
stockholders, to give or withhold consent to any corporate action (whether upon
any recapitalization, issuance of stock, reclassification of stock, change of
par value or change of stock to no par value, consolidation, merger, conveyance,
or otherwise), to receive notices, or otherwise, until the Warrant shall have
been exercised as provided herein.
9. TRANSFER OF WARRANT.
9.1 WARRANT REGISTER. The Company will maintain a register
(the "Warrant Register") containing the names and addresses of the Holder or
Holders. Any Holder of this Warrant or any portion thereof may change its
address as shown on the Warrant Register by written notice to the Company
requesting such change, and the Company shall promptly make such change. Until
this Warrant is transferred on the Warrant Register of the Company, the Company
may treat the Holder as shown on the Warrant Register as the absolute owner of
this Warrant for all purposes, notwithstanding any notice to the contrary.
9.2 EXCHANGE OF WARRANT UPON A TRANSFER. On surrender of this
Warrant for exchange, properly endorsed on the Assignment attached hereto and
subject to the provisions of this Warrant and with the limitations on
assignments and transfers as contained in this Section 9, the Company at its
expense shall issue to or on the order of the Holder a new warrant or warrants
of like tenor, in the name of the Holder or as the Holder (on payment by the
Holder of any applicable transfer taxes) may direct, for the number of shares
issuable upon exercise hereof.
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10. RESERVATION AND AUTHORIZATION OF COMMON STOCK.
(a) The Company shall at all times reserve and keep available
for issuance upon the exercise of this Warrant the maximum number of its
authorized but unissued shares of Common Stock as could then potentially be
required to permit the exercise in full of this and all outstanding Warrants.
All shares of Common Stock issuable upon exercise of any Warrant and payment
therefor in accordance with the terms of such Warrant shall be duly and validly
issued and fully paid and nonassesable, and not subject to or privileged with
any preemptive rights.
(b) Before taking any action which would cause an adjustment
reducing the Exercise Price below the then par value, if any, of the shares of
Common Stock issuable upon exercise of the Warrants, the Company shall take any
corporate action which may be necessary in order that the Company may validly
and legally issue fully paid and nonassessable shares of such Common Stock at
such adjusted Exercise Price.
10. NOTICES. Any notice, request, consent or other communication
required to be made hereunder shall be deemed to have been made: (a) in the case
of personal delivery, on the date of such delivery; (b) in the case of mailing,
on the third business day following the date of such mailing; and (c) in the
case of facsimile transmission, when confirmed by facsimile machine report to
the parties at the following addresses:
If to Holder:
---------------------
---------------------
---------------------
Fax:-----------------
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If to Company:
5904 Richmond Highway
Suite 300
Alexandria, Virginia 22303
Attn: Corporate Secretary
Fax: 703/329-9409
11. LEGEND. Neither this Warrant nor the shares of common stock
issuable upon exercise of this Warrant have been registered under the Securities
Act of 1933, as amended, or under the securities laws of any state. Neither this
Warrant nor the shares of common stock issued upon exercise of this Warrant may
be sold, transferred, pledged or hypothecated in the absence of (i) an effective
registration statement for this Warrant or the shares, as the case may be, under
the Securities Act of 1933, as amended, and such registration or qualification
as may be necessary under the securities laws of any state, or (ii) an opinion
of counsel reasonably satisfactory to the Company that such registration or
qualification is not required. The Company shall cause a certificate or
certificates evidencing all or any of the shares of common stock issued upon
exercise of this Warrant prior to said registration and qualification of such
shares to bear the following legend:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE
SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND SUCH REGISTRATION OR QUALIFICATION AS
MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE, [OR A
VALID EXEMPTION FROM REGISTRATION UNDER SUCH LAWS].
(c) TERMINATION OF RESTRICTIONS. The legend requirements of SECTION 11
shall terminate when either (i) the security in question shall have been
effectively registered under the Securities Act and disposed of pursuant thereto
or (ii) the Company shall have received an opinion of counsel reasonably
satisfactory to it that such legend is not required in order to insure
compliance with the Securities Act.
12. INVESTMENT COVENANT. The Holder by his or her acceptance hereof
covenants that this Warrant is and any common stock issued hereunder will be
acquired for investment purposes, and that the Holder will not distribute the
same in violation of any state or federal law or regulation.
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13. AMENDMENTS. The terms and provisions of this Warrant may not be
modified or amended, or any provisions hereof waived, temporarily or
permanently, except by written consent of the Company and the Holder.
14. SUCCESSORS AND ASSIGNS. This Warrant and the rights and duties of
the Holder set forth herein may be assigned, in whole or in part, by the Holder.
The obligations of the Company evidenced by this Warrant shall be binding upon
its successors, but neither this Warrant nor any of the rights or duties of the
Company set forth herein shall be assigned by the Company, in whole or in part,
without having first received the written consent of the Holder.
15. GOVERNING LAW. This Warrant shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Virginia without regard to the
principles of conflicts of law thereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
on its behalf and under its corporate seal as of the date first above written by
one of its duly authorized officers and its execution hereof to be attested by
another of its duly authorized officers.
Date: August 11, 2000 HADRON, INC.
By:
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Jon M. Stout
President and Chief Executive Officer
Attested:
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S. Amber Gordon
Corporate Secretary
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ATTACHMENT A
NOTICE OF EXERCISE
To: HADRON, INC. (the "Company")
The undersigned hereby irrevocably elects to exercise the right of
purchase thereunder, ____________ shares of Common Stock of the Company, as
provided for therein, and tenders herewith payment of the purchase price in full
in the form of wire transfer, cash or a check in the aggregate amount of
$___________. If said number of shares shall not be all the shares purchasable
under the within Warrant, a new Warrant Certificate is to be issued in the name
of said undersigned for the balance remaining of the shares purchasable
thereunder less any fraction of a share paid in cash.
Please issue a certificate or certificates for such shares of Common
Stock in the name of, and pay any cash for any fractional share to:
Name:______________________________
By:________________________________
Signature:___________________________
ASSIGNMENT
(To be executed only upon assignment of Warrant)
For value received, __________________________, hereby sells, assigns
and transfers unto ________________________ the within Warrant, together with
all right, title and interest therein, and does hereby irrevocably constitute
and appoint _______________________ attorney, to transfer said Warrant on the
books of the within-named Company, with full power of substitution of the
premises.
Dated: ___________________, 20___
____________________________________
By: ________________________________
