SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
___________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
___________
HERLEY INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
___________
Delaware 23-2413500
(State of Incorporation) (I.R.S. Employer Identification No.)
10 Industry Drive
Lancaster, Pennsylvania 17603
(Address of Principal Executive Offices)
____________
Securities to be registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of each exchange on which
Being Registered Each Class is to be Registered
- -------------------- -------------------------------
Common Stock, National Association of Securities Dealers, Inc.
par value $.10 per share National Market System
Common Stock Purchase Warrants National Association of Securities Dealers, Inc.
National Market System
<PAGE>
Item 1. Description of Registrant's Securities to be Registered:
The description of the securities to be registered hereby is incorporated
by reference to the description contained in Amendment No. 1 to the Registrant's
Registration Statement No. 333-68603 on Form S-4, as filed with the Securities
and Exchange Commission (the "Commission") on December 9, 1998.
Item 2. Exhibits.
1. Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-2,
File No. 2-87160).
2. By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1, File No. 333-39767).
3. Warrant Agreement between the Registrant and American Stock Transfer &
Trust Company, as warrant agent.
4. Warrant certificate.
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
HERLEY INDUSTRIES, INC.
December 11, 1998 By: /s/ Anello C. Garefino
----------------------------
Anello C. Garefino
Vice President & Treasurer
These securities may not be publicly offered or sold unless at the time of such
offer or sale, the person making such offer of sale delivers a prospectus
meeting the requirements of the Securities Act of 1933 forming a part of a
registration statement, or post-effective amendment thereto, which is effective
under said act, or unless in the opinion of counsel to the Corporation, such
offer and sale is exempt from the provisions of Section 5 of said Act.
W A R R A N T
For the Purchase of Common Stock, Par Value $.10 per Share of
HERLEY INDUSTRIES, INC.
(Incorporated under the Laws of the State of Delaware)
VOID AFTER 5 P.M. _________, 2001
No. __
Warrant to Purchase
_____ Shares
THIS IS TO CERTIFY that, for value received, ___________ is entitled,
subject to the terms and conditions set forth, at or before 5 P.M., New York
City Time, on ________, 2001, but not thereafter, to purchase the number of
shares set forth above of Common Stock, par value $.10 per shares (the "Common
Stock"), of HERLEY INDUSTRIES, INC., a Delaware corporation (the "Corporation"),
from the Corporation at a purchase price per share of (i) $14.40 if and to the
extent this Warrant is exercised, in whole or in part on or before January 11,
1999, or (ii) $15.60 if and to the extent this Warrant is exercised, in whole or
in part after January 11, 1999 but during the period this Warrant remains in
force, subject in all cases to adjustment as provided in Section 3 hereof, and
to receive a certificate or certificates representing the shares of Common Stock
so purchased, upon presentation and surrender to the Corporation of this
Warrant, with the form of subscription attached hereto duly executed, and
accompanied by payment of the purchase price of each share purchased either in
cash or by certified or bank cashier's check payable to the order of the
Corporation.
1. The Corporation covenants and agrees that all shares may be delivered
upon the exercise of this Warrant and will, upon delivery, be fully paid and
non-assessable, and, without limiting the generality of the foregoing, the
Corporation covenants and agrees that it will from time to time take all such
action as may be requisite to assure that the par value per share of the Common
Stock is at all times equal to or less than the then current Warrant purchase
price per share of the Common Stock issuable upon exercise of this Warrant.
<PAGE>
2. The rights represented by this Warrant are exercisable at the option of
the holder hereof in whole at any time, or in part from time to time, within the
period above specified at the prices specified in Section 1 hereof . In case of
the purchase of less than all the shares as to which this Warrant is
exercisable, the Corporation shall cancel this Warrant upon the surrender hereof
and shall execute and deliver a new Warrant of like tenor for the balance of the
shares purchasable hereunder.
3. The price per share at which shares of Common Stock may be purchased
hereunder, and the number of such shares to be purchased upon exercise hereof,
are subject to change or adjustment as follows:
(A) In case the Corporation shall, while this Warrant remains unexercised,
in whole or in part, and in force, effect a recapitalization of such
character that the shares of Common Stock purchasable hereunder shall
be changed into or become exchangeable for a larger or smaller number
of shares, then, after the date of record for effecting such
recapitalization, the number of shares of Common Stock which the
holder hereof shall be entitled to purchase hereunder shall be
increased or decreased, as the case may be, in direct proportion to
the increase or decrease in the number of shares of Common Stock by
reason of such recapitalization, and the purchase price hereunder per
share of such recapitalized Common Stock shall, in the case of an
increase in the number of such shares, be proportionately reduced, and
in the case of a decrease in the number of such shares, shall be
proportionately increased. For the purpose of this subsection (A), a
stock dividend, stock split-up or reverse split shall be considered as
a recapitalization and as an exchange for a larger or smaller number
of shares, as the case may be.
(B) In the case of any consolidation of the Corporation with, or merger of
the Corporation into, any other corporation, or in case of any sale or
conveyance of all or substantially all of the assets of the
Corporation in connection with a plan of complete liquidation of the
Corporation, then, as a condition of such consolidation, merger or
sale or conveyance, adequate provision shall be made whereby the
holder hereof shall thereafter have the right to purchase and receive,
upon the basis and upon the terms and conditions specified in this
Warrant and in lieu of shares of Common Stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented
hereby, such shares of stock or securities as may be issued in
connection with such consolidation, merger or sale or conveyance with
respect to or in exchange for the number of outstanding shares of
Common Stock immediately therefore purchasable and receivable upon the
<PAGE>
exercise of the rights represented hereby had such consolidation,
merger or sale or conveyance not taken place, and in any such case
appropriate provision shall be made with respect to the rights and
interests of the holder of this Warrant to the end that the provisions
hereof shall be applicable as nearly as may be in relation to any
shares of stock or securities thereafter deliverable upon the
exercise hereof.
(C) In case the Corporation shall, while this Warrant remains unexercised,
in whole or in part, and in force, issue (otherwise than by stock
dividend or stock split-up or reverse split) or sell shares of its
Common Stock (hereinafter referred to as "Additional Shares") for a
consideration per share (before deduction of expenses or commissions
or underwriting discounts or allowances in connection therewith) less
than the purchase price hereunder per share, then, after the date of
such issuance or sale, the purchase price hereunder per shall be
reduced to a price determined by dividing (1) an amount equal to (a)
the total number of shares of Common Stock outstanding immediately
prior to the time of such issuance or sale multiplied by such purchase
price hereunder per share, plus (b) the consideration (before
deduction of expenses or commissions or underwriting discounts or
allowances in connection therewith), if any, received by the
Corporation upon such issuance or sale, by (2) the total number of
shares of Common Stock outstanding after the date of the issuance or
sale of such Additional Shares, and the number of shares of Common
Stock which the holder hereof shall be entitled to purchase hereunder
at each such adjusted purchase price per share, at the time such
adjusted purchase price per shall be in effect, shall be the number of
whole shares of Common Stock obtained by multiplying such purchase
price hereunder per share before such adjustment, by the number of
shares of Common Stock purchasable upon the exercise of this Warrant
immediately before such adjustment, and dividing the product so
obtained by such adjusted purchase price per share; provided, however,
that no such adjustment of the purchase price hereunder per share or
the number of shares for which this Warrant may be exercised shall be
made upon the issuance or sale by the Corporation of not more than
500,000 Additional Shares reserved for issuance upon exercise of
outstanding stock options or warrants.
(D) In case the Corporation shall, while this Warrant remains unexercised
in whole or in part, and in force, issue or grant any rights to
subscribe for or to purchase, or any option (other than the employee
stock options referred to in subsection (C) above) for the purchase of
(i) Common Stock or (ii) any indebtedness or shares of stock
convertible into or exchangeable for Common Stock (indebtedness or
shares of stock convertible into or exchangeable for Common Stock
<PAGE>
being hereinafter referred to as "Convertible Securities"), or issue
or sell Convertible Securities and the price per share for which
Common Stock is issuable upon the exercise of such rights or options
or upon conversion or exchange of such Convertible Securities at the
time such Convertible Securities first become convertible or
exchangeable (determined by dividing (1) in the case of an issuance or
grant of any such rights or options, the total amount, if any,
received or receivable by the Corporation as consideration for the
issuance or grant of such rights or options, plus the minimum
aggregate amount of additional consideration payable to the
Corporation upon exercise of such rights or options, plus, in the case
of such Convertible Securities, in the minimum aggregate amount of
additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, or
(2) in the case of an issuance or sale of Convertible Securities other
than where the same or issuable upon the exercise of any such rights
or options, the total amount, if any, received or receivable by the
Corporation as consideration for the issuance or sale of such
Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Corporation upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, by,
in either such case, (3) the total maximum number of shares of Common
Stock issuable upon the exercise of such rights or options or upon the
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable) shall
be less than the two purchase prices hereunder per share, then the
total maximum number of shares of Common Stock issuable upon the
exercise of such rights or options or upon conversion or exchange of
the total maximum amount of such Convertible Securities at the time
such Convertible Securities first become convertible or exchangeable,
shall (as of the date of the issuance or grant of such rights or
options or, in the case of the issuance or sale of Convertible
Securities other than where the same are issuable upon the exercise of
rights or options, as of the date of such issuance or sale) be deemed
to be outstanding and to have been issued for said price per share;
provided that (i) no further adjustment of the purchase price shall be
made upon the actual issuance of such Common Stock upon the exercise
of such rights or options or upon the conversion or exchange of such
Convertible Securities or upon the actual issuance of Convertible
Securities where the same are issuable upon the exercise of such
rights or options, and (ii) rights or options issued or granted pro
rata to shareholders without consideration and Convertible Securities
issuable by way of dividend or other distribution to shareholders
shall be deemed to have been issued or granted at the close of
business on the date fixed for the determination of shareholders
entitled to such rights, options or Convertible Securities and shall
be deemed to have been issued without consideration; and (iii) if, in
any case, the total maximum number of shares of Common Stock issued
upon exercise of such rights or options or upon conversion or exchange
of such Convertible Securities is not, in fact, issued and the right
to exercise such right or option or to convert or exchange such
Convertible Securities shall have expired or terminated, then, and in
any such event, the purchase price, as adjusted, shall be
appropriately readjusted at the time of such expiration or
termination. In such case, each purchase price hereunder per share
which is greater than the price per share for which Common Stock is
issuable upon conversion or exchange of such rights or options or upon
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable, as
determined above in this subsection (D), shall thereupon be reduced to
a price determined by dividing (1) an amount equal to (a) the total
number of shares of Common Stock outstanding immediately prior to the
time of the issuance or grant of such rights or options or the
issuance or sale of such Convertible Securities multiplied by such
<PAGE>
purchase price hereunder per share, plus (b) the total amount, if any,
received or receivable by the Corporation as consideration for such
issuance or grant or such issuance or sale, plus the additional
amounts referred to and more fully set forth in clauses (1) and (2) of
the parenthetical material above in this subsection (D), whichever
clause and whichever additional amounts may be applicable, by (2) the
total number of shares of Common Stock outstanding after the date of
such issuance or grant or such issuance or sale, and the number of
shares of Common Stock which the holder hereof shall be entitled to
purchase hereunder at such adjusted purchase price per share, at the
time such adjusted purchase price per shall be in effect, shall be the
number of whole shares of Common Stock obtained by multiplying such
purchase price hereunder, per share, before such adjustment, by the
number of shares of Common Stock purchasable upon the exercise of this
Warrant immediately before such adjustment and dividing the product so
obtained by such adjusted purchase price per share.
(E) For the purpose of subsections (C) and (D) above, in case the
Corporation shall issue or sell Additional Shares, issue or grant any
rights to subscribe for or to purchase, or any options for the
purchase of (i) Common Stock or (ii) Convertible Securities, or issue
or sell Convertible Securities for a consideration part of which shall
be other than cash, the amount of the consideration received by the
Corporation therefor shall be deemed to be the cash proceeds, if any,
received by the Corporation plus the fair value of the consideration
other than cash as determined by the Board of Directors of the
Corporation in good faith, before deduction of commissions,
underwriting discounts or allowances or other expenses paid or
incurred by the Corporation for any underwriting of, or otherwise in
connection with, such issuance, grant or sale.
(F) Subject to the provisions of subsection (G) below, in case the
Corporation shall, while this Warrant remains unexercised, in whole or
in part, and in force, make any distribution of its assets to holders
of Common Stock as a partial liquidating dividend, by way of return of
capital or otherwise, then, after the date of record for determining
shareholders entitled to such distribution, the holder hereof shall be
<PAGE>
entitled, upon exercise of this Warrant and purchase of any or all of
the shares of Common Stock subject hereto, to receive the amount of
such assets (or at the option of the Corporation, a sum equal to the
value thereof at the time of such distribution to holders of Common
Stock as such value is determined by the Board of Directors of the
Corporation in good faith) which would have been payable to such
holder had he been the holder of record of such shares of Common Stock
on the record date for the determination of shareholders entitled to
such distribution.
(G) Except as otherwise provided in subsection (B) above, in the case of
any sales or conveyance of all or substantially all of the assets of
the Corporation in connection with a plan of complete liquidation of
the Corporation, in the case of the dissolution, liquidation or
winding up of the Corporation, all rights under this Warrant shall
terminate on a date fixed by the Corporation, such date so fixed to be
not earlier than the date of the commencement of the proceedings for
such dissolution, liquidation or winding-up and not later than thirty
(30) days after such commencement date. Notice of such termination of
purchase rights shall be given to the registered holder hereof, as the
same shall appear on the books of the Corporation, at least thirty
(30) days prior to such termination date.
(H) In case the Corporation shall, while this Warrant remains unexercised
in whole or in part, and in force, offer to the holders of Common
Stock any rights to subscribe for additional shares of stock of the
Corporation, then the Corporation shall given written notice thereof
to the registered holder hereof not less than thirty (30) days prior
to the date on which the books of the Corporation are closed or a
record date fixed for the determination of shareholders entitled to
such subscription rights. Such notice shall specify the date as to
which the books shall be closed or the record date fixed with respect
to such offer or subscription, and the right of the holder hereof to
participate in such offer or subscription shall terminate if this
Warrant shall not be exercised on or before the date of such closing
of the books or such record date.
(I) Any adjustment pursuant to the foregoing provisions shall be made on
the basis of the number of shares of Common Stock which the holder
hereof would have been entitled to acquire by exercise of this Warrant
immediately prior to the event giving rise to such adjustment and, as
to the purchase price hereunder per share, whether or not in effect
immediately prior to the time of such adjustment, on the basis of such
purchase price immediately prior to the event giving rise to such
adjustment. Whenever any such adjustment is required to be made, the
Corporation shall forthwith determine the new number of shares of
Common Stock which the holder shall be entitled to purchase hereunder
and/or such new purchase price per share, and shall prepare, retain on
file and transmit to the holder hereof within ten (10) days after such
preparation a statement describing in reasonable detail the method
used in calculating such adjustment(s).
<PAGE>
(J) For the purposes of this Section 3, the term "Common Stock" shall
include all shares of capital stock authorized by the Corporation's
Certificate of Incorporation, as from time to time amended, which are
not limited to a fixed sum or percentage of par value in respect of
the right of the holders thereof to participate in dividends or in the
distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation.
(K) Whenever the price per share hereunder, initial or adjusted, and the
number of shares of Common Stock to be purchased upon exercise hereof,
initial or adjusted, shall be changed or adjusted pursuant to the
provisions of this Section 3, the Corporation shall forthwith cause
written notice setting forth the changed or adjusted price per share
hereunder and number of shares to be purchased upon exercise hereof to
be given to the holder of this Warrant.
4. The holder hereof agrees that the Warrants and shares of Common Stock
will not be offered or sold (1) unless at the time of such offer or sale, there
is delivered a prospectus meeting the requirements of the Securities Act of
1933, as amended, forming a part of an applicable post-effective amendment to
the Registration Statement, or forming a part of a new registration statement
with respect to such offer and sale, or (2) unless in the opinion of counsel to
the Corporation satisfactory to the holder hereof, such offer and sale is exempt
from the provisions of Section 5 of the Act. In connection with the preparation
of any post-effective amendment to the Registration Statement or any new
registration statement, the holder hereof agrees to furnish the Corporation with
information, in writing, concerning the terms of the proposed offer.
5. The Corporation agrees at all times to reserve or hold available a
sufficient number of shares of Common Stock to cover the number of shares
issuable upon the exercise of this and all other Warrants of the same class.
6. This Warrant shall not entitle the holder hereof to any voting rights or
other rights as a shareholder of the Corporation, or to any other rights
whatsoever except the rights herein expressed, and no dividends shall be payable
or accrue in respect of this Warrant or the interest represented hereby or the
shares purchasable hereunder until or unless, and except to the extent that,
this Warrant shall be exercised.
7. This Warrant is exchangeable upon the surrender hereof by the holder
hereof to the Corporation for new Warrants of like tenor representing in the
aggregate the right to purchase the number of shares purchasable hereunder, each
of such new Warrants to represent the right to purchase such number of shares as
shall be designated by the holder hereof at the time of such surrender.
<PAGE>
8. The Corporation will transmit to the holder of this Warrant such
information, documents and reports as are generally distributed to shareholders
of the Corporation concurrently with the distribution thereof to such
shareholders.
9. Notices to be given to the holder of this Warrant shall be deemed to
have been sufficiently given if delivered or mailed, addressed in the name and
at the address of such holder appearing in the records of the Corporation, and
if mailed, sent first class registered or certified mail, postage prepaid. The
address of the Corporation is 10 Industry Drive, Lancaster, Pennsylvania 17603,
and the Corporation shall give written notice of any change of address to the
holder hereof.
10. The exercise of this Warrant is subject to the approval of its issuance
by the shareholders of the Corporation.
11. The Corporation covenants and agrees that no later than ninety (90)
days after the issuance of this Warrant it will file a registration statement on
the appropriate form (the "Registration Statement") with the Securities and
Exchange Commission in accordance with the Securities Act of 1933, as amended,
and hereby agrees to include in the Registration Statement among the Securities
to be registered the Warrants and the shares of Common Stock into which the
Warrants are exercisable at the Corporation's sole cost and expense, and,
furthermore, to make a reasonable effort to cause the Warrants listed for
trading on the NASDAQ National Market System, provided that all requirements
with respect to such listing can be satisfied by the Corporation without the
expenditure of unreasonable time or expense.
12. Anything to the contrary herein notwithstanding, this Warrant shall be
callable by the Corporation in whole or in part, at any time after twenty-one
(21) months after ___ date of its issuance at the price of $1.00 per share of
Common Stock subject hereto on thirty (30) days written notice to the holder
hereof if the last reported sales price of the Common Stock reported on the
NASDAQ National Market System (or ____ successor or other exchange upon which
the Common Stock may be listed for trading) is not less than $17.60 per share
for fifteen (15) consecutive trading days.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed
by the signature of its President and its seal affixed and attested by its
Secretary.
Dated: _____________, 1998
HERLEY INDUSTRIES, INC.
By:
Lee N. Blatt, President
[Corporate Seal]
ATTEST:
David H. Lieberman, Secretary
Exhibit 4.2
CERTIFICATE NUMBER WARRANTS
W
CUSIP 42738 12 8
[LOGO]
HERLEY INDUSTRIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This Warrant Certificate certifies that
or its registered assigns is the registered holder (the "Registered Holder") of
the number of Warrants set forth above, each of which represents the right to
purchase one fully paid and nonassessable share of common stock, par value $.10
per share (the "Common Stock"), of Herley Industries, Inc., a Delaware
corporation (the "Company"), at any time until the Expiration Date hereinafter
referred to, by surrendering this Warrant Certificate, with the exercise form
set forth hereon duly executed with signatures guaranteed as provided below, at
the office maintained pursuant to the Warrant Agreement hereinafter referred to
for that purpose by American Stock Transfer & Trust Company, 40 Wall Street, New
York, New York 10005, and any other offices of the Warrant Agent or its
successor designated for such purpose (any such warrant agent being herein
called the "Warrant Agent"), and by paying in full the sum of $14.40 per share
if exercised on or before January 11, 1999, and $15.60 per share if exercised
after January 11, 1999 and on or before the Expiration Date (as defined below)
(the "Exercise Price"), plus transfer taxes, if any. Payment of the Exercise
Price shall be made in United States currency, by certified check or money order
payable to the order of the Company.
Upon certain events provided for in the Warrant Agreement, the Exercise Price
and the number of shares of Common Stock issuable upon the exercise of each
Warrant are required to be adjusted.
No Warrant may be exercised after 5:00 p.m. (New York City time) on ________,
2001 or on such expiration date as may be extended to provide the Registered
Holder at least 90 days written notice of such expiration date or to maintain an
effective registration statement under the Securities Act of 1933, as amended
(the "Securities Act") for at
<PAGE> 2
least 90 consecutive days prior to such expiration date (the "Expiration Date").
After the Expiration Date, all Warrants evidenced hereby shall thereafter become
void, and the holders thereof shall have no rights hereunder. Prior to the
Expiration Date, subject to any applicable laws, rules or regulations
restricting transferability and to any restriction on transferability that may
appear on this Warrant Certificate in accordance with the terms of the Warrant
Agreement, the Registered Holder shall be entitled to transfer this Warrant
Certificate in whole or in part upon surrender of this Warrant Certificate at
the office of the Warrant Agent with the form of assignment set forth hereon
duly executed, with signatures guaranteed by a member firm of a national
securities exchange, a commercial bank, a savings bank or a savings and loan
association or a trust company located in the United States, a member of the
National Association of Securities Dealers, Inc. or other eligible guarantor
institution which is a participant in a signature guarantee program (as such
terms are defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended). Upon any such transfer, a new Warrant Certificate or Warrant
Certificates representing the same aggregate number of Warrants will be issued
in accordance with the instructions in the form of assignment.
No Warrant is exercisable unless, at the time of such exercise, the Company
has a registration statement in effect under the Securities Act covering the
shares of Common Stock issuable or transferable upon exercise of such Warrant,
and such shares have been registered or qualified under the securities laws of
the state of residence of the exercising Registered Holder, or such issuance or
transfer is exempt from the registration requirements of the Securities Act and
such shares of Common Stock are exempt from such registration or qualification.
Upon the exercise of less than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the Registered Holder a new Warrant
Certificate in respect of the Warrants not exercised.
Prior to the Expiration Date, the Registered Holder shall be entitled to
exchange this Warrant Certificate, with or without other Warrant Certificates,
for another Warrant Certificate or Warrant Certificates for the same aggregate
number of Warrants, upon surrender of this Warrant Certificate at the office
maintained for such purpose by the Warrant Agent.
No fractional shares will be issued upon the exercise of Warrants. As to any
final fraction of a share, which the Registered Holder of one or more Warrant
Certificates, the rights under which are exercised in the same transaction,
would otherwise be entitled to purchase upon such exercise, the Registered
Holder shall be paid the cash value thereof determined as provided in the
Warrant Agreement.
This Warrant Certificate is issued under and in accordance with a Warrant
Agreement between the Company, certain selling stockholders and
<PAGE> 3
the Warrant Agent (the "Warrant Agreement") and is subject to the terms and
provisions contained in said Warrant Agreement, to all of which terms and
provisions the Registered Holder consents by acceptance hereof.
This Warrant Certificate shall not entitle the Registered Holder to any of
the rights of a stockholder of the Company, including, without limitation, the
right to vote, to receive dividends and other distributions, or to attend or
receive any notice of meetings of stockholders or any other proceedings of the
Company.
This Warrant Certificate shall not be valid for any purpose until it shall
have been countersigned by the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed under its corporate seal.
Dated:
HERLEY INDUSTRIES, INC.
BY: [SEAL] BY:
PRESIDENT TREASURER
COUNTERSIGNED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
WARRANT AGENT
BY:
AUTHORIZED OFFICER
EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the right, represented
by this Warrant Certificate, to receive ___________________ shares of Common
Stock and herewith makes payment therefor. The undersigned requests that a
certificate for such shares be registered in the name of _____________, whose
address is _____________________________________________________________ and
whose social security or other identifying number is ____________________, and
that such shares be delivered to ________________________________________, whose
address is ____________________________________________________________.
If said number of shares is less than all of the shares of Common Stock
<PAGE> 4
purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the balance of such shares be registered in the name of ________,
whose address is _____________________________________________________________
and whose social security or other identifying number is ____________________,
and that such Warrant Certificate be delivered to ___________________________,
whose address is ____________________________________________________________.
Date: ________________________________ ____________________________________
Signature
Signature Guaranteed:
____________________________________
The signature to the exercise form must correspond to the name as written
upon the face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever. The signature should be
guaranteed by an eligible guarantor institution (banks, stockbrokers, savings
and loan associations and credit unions with membership in an approved signature
guarantee medallion program), pursuant to Rule 17Ad-15.
FORM OF ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
________________________________________________________________________, whose
address is _____________________________________________________________ and
whose social security or other identifying number is ____________________, the
Warrants represented by this Warrant Certificate (or ___________ Warrants, if
less than all of the Warrants represented by this certificate), and hereby
irrevocably constitutes and appoints the Warrant Agent as his or her
attorney-in-fact to transfer this Warrant Certificate in the books of the
Warrant Agent maintained for such purpose, with full power of substitution and
re-substitution in the premises. If said number of Warrants is less than all of
the Warrants evidenced by this certificate, the undersigned requests that a new
Warrant Certificate representing the balance of such Warrants be registered in
the name of ____________________________________________________
________________________________________________________________________________
whose address is _____________________________________________________________
and whose social security or other identifying number is ____________________,
and that such Warrant Certificate be delivered to ___________________________,
whose address is ____________________________________________________________.
Date: ________________________________ ____________________________________
Signature
<PAGE> 5
Signature Guaranteed:
____________________________________
The signature to the assignment form must correspond to the name as written
upon the face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever. The signature should be
guaranteed by an eligible guarantor institution (banks, stockbrokers, savings
and loan associations and credit unions with membership in an approved signature
guarantee medallion program), pursuant to Rule 17Ad-15.
