SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
MicroFrame, Inc.
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(Name of issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
594915-10-0 (pre-split); 594915-20-9 (post-split)
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(CUSIP Number)
James Alterbaum, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 704- 6272
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(Name, address and telephone number of person authorized
to receive notices and communications)
June 10, 1996
-------------------------------------------------------
(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 [_]
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Page 1 of 17 Pages
<PAGE>
Page 2 of 17 Pages
CUSIP Nos.594915-10-0/594915-20-9
Response to Question 1: Stephen M. Deixler
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: PF
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 743,032
Response to Question 8: 0
Response to Question 9: 743,032
Response to Question 10: 0
Response to Question 11: 743,032
Response to Question 12: N/A
Response to Question 13: 15.2%
Response to Question 14: IN
<PAGE>
Page 3 of 17 Pages
CUSIP Nos.594915-10-0/594915-20-9
INTRODUCTION
This amendment to the Schedule 13D (the "Statement") is being filed
by Stephen M. Deixler. This Statement restates (except for previously filed
paper exhibits) the entire text of the Schedule 13D, but omits information no
longer applicable and reflects transactions after the Original Schedule 13D even
if not required to be reported on this or previously filed amendments.
In September 1993, MicroFrame, Inc., a New Jersey corporation (the
"Company"), the issuer of the security to which this Statement pertains effected
a 1 for 5 reverse stock split of the Company's Common Stock. All disclosures in
this Statement regarding stock ownership and per share price amounts reflect
post-split numbers.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, $.001 par value per share
("Common Stock"), of the Company. The principal executive offices of the Company
are located at 21 Meridian Road, Edison, New Jersey 08820.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by Stephen M. Deixler.
(b) The business address of Mr. Deixler is c/o MicroFrame,
Inc., 21 Meridian Road, Edison, New Jersey 08820.
(c) The principal occupation or employment of Mr. Deixler is
Chairman of the Board of Directors, Chief Executive
Officer and Treasurer of the Company.
The Company designs, develops and markets a broad range of
security, network management and remote maintenance
products for voice and data communications network.
(d) During the last five years, Mr. Deixler has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Deixler has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is to 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) Mr. Deixler is a citizen of the United States.
<PAGE>
Page 4 of 17 Pages
CUSIP Nos.594915-10-0/594915-20-9
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) In the original Schedule 13D, dated September 30, 1986
("Original 13D") Mr. Deixler reported that he had expended
and will expend personal funds to purchase 350,000 shares
of Common Stock.
(b) In Amendment No. 1 to the Original 13D dated February 11,
1987 ("Amendment No. 1"), Mr. Deixler reported that he
acquired 80,000 shares of Common Stock in forgiveness of
payment of the sum of $40,000 from the Company to Mr.
Deixler for future rentals of office and manufacturing
facilities.
(c) In Amendment No. 2 to the Original 13D dated April 30,
1987 ("Amendment No. 2"), Mr. Deixler reported on February
11, 1987 that the Company was improperly instructed to
issue 80,000 shares of Common Stock to him in his
individual capacity, which should have been issued to
Steve Associates, a general partnership (the
"Partnership"), the landlord on the Company's current
lease owned by Mr. Deixler and Mr. Roma equally as general
partners. Thus, the Partnership acquired 80,000 shares of
Common Stock as pre-payment of $40,000 of future rent
obligations under a lease of office and manufacturing
facilities.
(d) In Amendment No. 3 to the Original 13D dated June 20, 1990
("Amendment No. 3") Mr. Deixler reported that on June 20,
1990 he expended from personal funds a total of $45,000 to
purchase 90,000 shares of Common Stock at $.50 per share.
(e) In Amendment No. 4 to the Original 13D dated June 11, 1991
("Amendment No. 4"), Mr. Deixler reported that on June 11,
1991, the Partnership agreed to convert certain long-term
debt (arising from lease arrears of the Company) in the
amount of $445,066 owed to it by agreeing to accept a
total of 296,711 shares of Common Stock at a conversion
price of $1.50 per share.
(f) In Amendment No. 5 to the Original 13D dated August 1,
1991 ("Amendment No. 5"), Mr. Deixler reported that on
August 1, 1991, he expended $45,000 from personal funds to
purchase 30,405 shares of Common Stock at $1.48 per share.
(g) In Amendment No. 6 to the Original 13D dated January 7,
1992 ("Amendment No.6"), Mr. Deixler reported that on
January 7, 1992 the Partnership distributed 296,711 shares
of Common Stock to its two partners, Stephen M. Deixler
and Stephen P. Roma. Pursuant to such distribution, Mr.
Roma received 86,075 shares of Common Stock and Mr.
Deixler received 210,636 shares of Common Stock which he
immediately transferred, in equal amounts, to his three
adult children as a gift. As a result of the distribution,
the Partnership's ownership of Common Stock decreased from
376,711 to 80,000 shares.
On August 31, 1991, pursuant to the Put Option, Mr.
Deixler purchased 30,405 shares of Common Stock from the
Company at a purchase price of $1.48 per
<PAGE>
Page 5 of 17 Pages
CUSIP Nos.594915-10-0/594915-20-9
share for an aggregate purchase price of $45,000. All of
the shares of Common Stock purchased by Mr. Deixler
pursuant to the Put Option were purchased with the
personal funds of Mr. Deixler.
On February 10, 1992, pursuant to a put option (the "Put
Option") exercised by the Company, Mr. Deixler purchased
30,405 shares of Common Stock from the Company at a
purchase price of $1.48 per shares for an aggregate
purchase price of $45,000. The Put Option was originally
scheduled to expire on September 30, 1991 and was extended
by agreement until February 29, 1992.
(h) In Amendment No. 7 to the Original 13D dated May 11, 1993
("Amendment No. 7"), Mr. Deixler reported that on February
23, 1993, Mr. Deixler acquired 8,640 shares of Common
Stock from the Company as partial compensation for his
services for the past year.
On May 11, 1993, Mr. Deixler purchased 90,000 shares of
Common Stock from the Company pursuant to a private
placement by the Company of an aggregate of 800,000 shares
at a purchase price of $1.25 per share (the "Private
Placement"). Mr. Deixler agreed to pay an aggregate
purchase price of $112,500. All of the shares of Common
Stock purchased by Mr. Deixler were purchased with a
promissory note of Mr. Deixler payable June 2, 1993.
(i) On August 26, 1994, the Partnership distributed 45,000
shares of Common Stock to its two partners Stephen M.
Deixler and Stephen P. Roma. Pursuant to such
distribution, Mr. Roma received 19,320 shares of Common
Stock and Mr. Deixler received 25,680 shares of Common
Stock.
(j) On June 10, 1996, Mr. Deixler expended from personal funds
a total of $33,331 to purchase 26,665 Units in the
Company's 1996 Private Placement at a purchase price of
$1.25 per Unit, each Unit consisting of one share of
Common Stock and one Class A and one Class B Warrant, each
exercisable into one share of Common Stock at an exercise
price of $1.50 and $2.00, respectively.
The remaining securities acquired by Mr. Deixler were acquired in
transactions described in paragraph (c) of Item 5 of this Statement and did not
require the expenditure of funds by Mr. Deixler.
ITEM 4. PURPOSE OF TRANSACTION.
The securities of the Company held by Mr. Deixler were acquired and
are being held, as an investment. Mr. Deixler has no present plans or proposals
which relate to or would result in: (a) the acquisition or disposition by any
person of additional securities of the Company (although Mr. Deixler retains the
right to exercise at any time and from time to time in his discretion the
warrants and the stock options to acquire additional shares of Common Stock
described in Item 5 or to purchase or sell equity securities of the Company
owned by him in open market or in privately negotiated
<PAGE>
Page 6 of 17 Pages
CUSIP Nos.594915-10-0/594915-20-9
transactions as circumstances warrant), (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, (g) any change in the Company's charter,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person, (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
cease being authorized to be quoted in 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 Securities Exchange Act of 1934 or (j) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITY OF THE ISSUER.
(a) & (b) The following table sets forth the separate beneficial
ownership (and information concerning voting and dispositive power) of Stephen
M. Deixler as of September 16, 1996:
Number of Percent
Name Shares (1) of Class (2)
- ---- ---------- ------------
Stephen M. Deixler 743,032 (3) 15.2%
- --------------------
(1) Stephen M. Deixler has sole voting and dispositive power with respect
to the shares owned by him.
(2) Percent of Class assumes the issuance of the Common Stock upon the
exercise of stock options and warrants (to the extent exercisable on
or within 60 days after September 16, 1996) deemed beneficially owned
by Mr. Deixler, but by no other person or entity.
(3) Does not include 214,426 shares owned by Mr. Deixler's wife (mother,
children and grandchildren as to which shares Mr. Deixler disclaims
beneficial ownership). Includes 90,000 shares of Common Stock of
which Mr. Deixler is the beneficial owner, and which have been issued
to and are registered in the name of Olen and Company, custodian
f/b/o Stephen M. Deixler. Also includes 10,000 shares of Common Stock
which may be acquired pursuant to currently exercisable Non-Employee
Director Options under the 1994 Plan. Also includes 53,330 shares
issuable upon exercise of currently exercisable Class A and Class B
Warrants of the Company's 1996 Private Placement.
(c) On September 19, 1995, Mr. Deixler was granted a Non-Employee
Director Option under the Company's 1994 Stock Option Plan to purchase 10,000
shares of Common Stock at an exercise price
<PAGE>
Page 7 of 17 Pages
CUSIP Nos.594915-10-0/594915-20-9
of $3.125 per share, which option became exercisable as to 2,500 shares on each
of December 19, 1995, March 19, 1996, June 19, 1996 and shall become exercisable
as to 2,500 shares on September 19, 1996, provided that Mr. Deixler serves as a
Non-Employee Director on such dates.
(d) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
(a) Mr. Deixler holds options granted under the 1994 Stock Option
Plan to purchase 10,000 shares of Common Stock at an exercise price of $3.125,
which option is presently exercisable in full and expires on September 18, 2000.
(d) Mr. Deixler holds 26,665 Class A and Class B Warrants, which were
included in the Units he purchased in the Company's 1996 Private Placement. The
Class A Warrants are presently exercisable in full at an exercise price of $1.50
per share and the Class B Warrants are presently exercisable in full at an
exercise price of $2.00 per share. Both Class A and Class B Warrants expire on
June 10, 2000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following are exhibits to this Statement:
1(a). Letter dated August 7, 1986 to Stephen M. Deixler from the
Company.*
1(b). Letter dated September 19, 1986 to Stephen M. Deixler from
the Company.*
1(c). Letter dated September 26, 1986 to Stephen M. Deixler from
the Company.*
1(d). Letter to the Company dated February 11, 1987 from the
Partnership.*
1(e). Letter dated April 30, 1987 from the Partnership to the
Company.*
1(f) Promissory Note of Stephen M. Deixler due June 2, 1993 for
$112,500 payable to the Company.*
1(g) Non-Employee Director Stock Option Contract dated
September 19, 1995 between the Company and Mr. Deixler.
1(h) Form of Class A and Class B Warrants.
- ------------------------
* Previously filed
<PAGE>
Page 8 of 17 Pages
CUSIP Nos.594915-10-0/594915-20-9
Signatures
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certify that the information set forth in
this Statement is true, complete and correct.
Dated: September 19, 1996 /s/ Stephen M. Deixler
------------------------
Stephen M. Deixler
1994 STOCK OPTION PLAN
NON-EMPLOYEE DIRECTOR STOCK OPTION CONTRACT
THIS NON-EMPLOYEE DIRECTOR STOCK OPTION CONTRACT entered into as of
September 19, 1995 between MICROFRAME, INC., a New Jersey corporation (the
"Company"), and Stephen M. Deixler (the "Optionee").
W I T N E S S E T H:
1. The Company, in accordance with the allotment made by the
Compensation/Stock Option Committee (the "Committee") and subject to the terms
and conditions of the 1994 Stock Option Plan of the Company, as amended (the
"Plan"), grants on the date hereof to the Optionee an option to purchase an
aggregate of 10,000 shares of the common stock, $.001 par value per share, of
the Company ("Common Stock") at an exercise price of $3.125 per share, being at
least equal to the fair market value of such shares of Common Stock on the date
hereof. This option is a nonqualified stock option and is not intended to
constitute an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
2. The term of this option shall be 5 years from the date hereof,
subject to earlier termination as provided in the Plan. However, this option
shall not be exercisable until three months from the date hereof, at which time
it shall become exercisable as to one-quarter of the total number of shares of
Common Stock subject hereto, and as to an additional one-quarter of such shares
on each of the next three three-month anniversaries of the date of grant,
provided that the Optionee continues to serve as a Non-Employee Director (as
defined in the Plan) on such dates. The right to purchase shares of Common Stock
under this option shall be cumulative, so that if the full number of shares
purchasable in a period shall not be purchased, the balance may be purchased at
any time or from time to time thereafter, but not after the expiration of the
option. Notwithstanding any of the foregoing, in no event may a fraction of a
share of Common Stock be exercised or purchased under this option.
3. This option shall be exercised by giving written notice to the
Company at its principal office, presently located at 21 Meridian Road, Edison,
New Jersey 08820, Attention: Compensation/Stock Option Committee, stating that
the Optionee is exercising the option hereunder, specifying the number of shares
being purchased and accompanied by payment in full of the aggregate purchase
price therefor (a) in cash or by certified check, (b) with previously acquired
shares of Common Stock which have been held by the Optionee for at least six
months having a fair market value equal to the aggregate exercise price, or (c)
a combination of the foregoing.
<PAGE>
4. The Company may withhold cash and/or shares of Common Stock to be
issued to the Optionee in the amount which the Company determines is necessary
to satisfy its obligation, if any, to withhold taxes or other amounts incurred
by reason of the grant or exercise of this option or the disposition of the
underlying shares of Common Stock. Alternatively, the Company may require the
Optionee to pay the Company such amount in cash promptly upon demand.
5. Notwithstanding the foregoing, this option shall not be
exercisable by the Optionee unless (a) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
shares of Common Stock to be received upon the exercise of this option shall be
effective and current at the time of exercise or (b) there is an exemption from
registration under the Securities Act for the issuance of the shares of Common
Stock upon such exercise. The Optionee hereby represents and warrants to the
Company that, unless such a Registration Statement is effective and current at
the time of exercise of this option, the shares of Common Stock to be issued
upon the exercise of this option will be acquired by the Optionee for his own
account, for investment only and not with a view to the resale or distribution
thereof. In any event, the Optionee shall notify the Company of any proposed
resale of the shares of Common Stock issued to him upon exercise of this option.
Any subsequent resale or distribution of shares of Common Stock by the Optionee
shall be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective and current with respect to the sale of shares of Common
Stock being sold, or (y) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable written opinion of counsel, in
form and substance satisfactory to the Company, as to the applicability of such
exemption to the proposed sale or distribution. Such representations and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option. Nothing herein shall be construed as requiring the Company to
register the shares subject to this option under the Securities Act.
6. Notwithstanding anything herein to the contrary, if at any time
the Committee shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition to,
or in connection with, the granting of an option or the issue of shares of
Common Stock hereunder, this option may not be exercised in whole or in part
unless such listing, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Committee.
7. The Company may affix appropriate legends upon the certificates
for shares of Common Stock issued upon exercise of this option and may issue
such "stop transfer" instructions to its transfer agent in respect of such
shares as it determines, in its discretion, to be necessary or appropriate to
(a) prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act, or (b) implement the provisions of the Plan
or this Contract or
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<PAGE>
any other agreement between the Company and the Optionee with respect to such
shares of Common Stock.
8. Nothing in the Plan or herein shall confer upon the Optionee any
right to continue as a director of the Company, its parent or any of its
subsidiaries, or interfere in any way with any right to terminate such
directorship at any time for any reason whatsoever without liability to the
Company, its parent or any of its subsidiaries or any shareholder of the
Company, its parent or any of its subsidiaries.
9. The Company and the Optionee agree that they will both be subject
to and bound by all of the terms and conditions of the Plan, a copy of which is
attached hereto and made a part hereof. Any capitalized term not defined herein
shall have the meaning ascribed to it in the Plan. In the event of a conflict
between the terms of this Contract and the terms of the Plan, the terms of the
Plan shall govern.
10. The Optionee represents and agrees that he will comply with all
applicable laws relating to the Plan and the grant and exercise of this option
and the disposition of the shares of Common Stock acquired upon exercise of the
option, including without limitation, federal and state securities and "blue
sky" laws.
11. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee or the Optionee's legal
representatives.
12. This Contract shall be binding upon and inure to the benefit of
any successor or assign of the Company and to any heir, distributee, executor,
administrator or legal representative entitled by law to the Optionee's rights
hereunder.
13. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of the State of New Jersey, without regard to the
conflicts of law rules thereof.
14. The invalidity, illegality or unenforceability of any provision
herein shall not affect the validity, legality or enforceability of any other
provision.
-3-
<PAGE>
15. The Optionee agrees that the Company may amend the Plan and the
options granted to the Optionee under the Plan, subject to the limitations
contained in the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
MICROFRAME INC.
By: /s/ Stephen B. Gray
-------------------------
/s/ Stephen M. Deixler
-------------------------
Stephen M. Deixler, Optionee
371 Eagle Drive
Jupiter, FL 33477
-------------------------
Address
-4-
This Warrant and the Common Stock issuable on exercise of this Warrant (the
"Underlying Shares") may be transferred, sold, assigned or hypothecated, only if
registered by the Company under the Securities Act of 1933 (the "Act") and if
registered or qualified in every applicable state or other jurisdiction, or if
the Company has recieved the favorable opinion of counsel to the Holder, which
opinion and counsel shall be satisfactory to the counsel to the Company, to the
effect that such registration or qualification of the Warrant or the Underlying
Shares is not necessary in connection with such transfer, sale, assignment or
hypothecation.
MICROFRAME, INC.
[CLASS A WARRANT]
[CLASS B WARRANT]
DATED: as of _____________
Number of Shares:
Holder:
Address:
_____________________________________
THIS CERTIFIES THAT the Holder is entitled to purchase from MicroFrame, Inc., a
New Jersey corporation (hereinafter called the "Company"), at [$1.50 per share
for Class A] [$2.00 per share for Class B] the number of shares of the Company's
common stock set forth above ("Common Stock").
1. (a) All rights granted under this Warrant shall expire at 5:00 p.m., New
York City time, on [the fourth anniversary of the date of grant], and no such
shares of Common Stock may be acquired under this Warrant from and after such
date.
2. This Warrant and the Common Stock issuable on exercise of this Warrant (the
"Underlying Shares") may be transferred, sold, assigned or hypothecated, only if
registered by the Company under the Act and registered and qualified in every
applicable state or other jurisdiction or it the Company has received the
favorable opinion of counsel to the holder, which opinion and counsel shall be
satisfactory to counsel to the Company, to the effect that registration of the
Warrant or the Underlying Shares and registration and qualification in every
applicable state is not necessary in connection with such transfer, sale,
assignment or hypothecation. The Underlying Shares shall be appropriately
legended to reflect this restriction and stop transfer instructions shall apply.
The restriction on transfer contained in this Section shall apply to all
successive transfers.
3. The Common Stock underlying this Warrant is entitled to registration rights
under a separate agreement with Holder.
<PAGE>
4. Any permitted assignment of this Warrant shall be effected by the Holder by
(i) executing an appropriate form of assignment; (ii) surrendering the Warrant
for cancellation at the office of the Company, accompanied by the opinion of the
counsel referred to above; and (iii) unless in connection with an effective
registration statement which covers the sale of this Warrant (it being
understood that no registration rights have been granted for the sale of this
Warrant, as distinguished from the sale of the Shares underlying this Warrant)
and or the Shares underlying the Warrant, delivery to the Company of the
statement by the Holder (in a form acceptable to the Company and its counsel)
that such Warrant is being acquired by the Holder for investment and not with a
view to its distribution or resale; whereupon the Company shall issue, in the
name or names specified by the Holder (including the Holder) new Warrants
representing in the aggregate rights to purchase the same number of Shares as
are purchasable under the Warrant surrendered. Such Warrants shall be
exercisable immediately upon any such assignment of the number of Warrants
assigned.
5. The term "Holder" should be deemed to include any transferee Holder of this
Warrant.
6. The Company covenants and agrees that all shares of Common Stock which may
be issued upon exercise hereof will, upon issuance, be duly and validly issued,
fully paid and non-assessable and no personal liability will attach to the
Holder thereof.
7. This Warrant shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company.
8. In the event that while this Warrant is outstanding, the outstanding shares
of Common Stock of the Company are at any time increased or decreased or changed
into or exchanged for a different number or kind of share or other security of
the Company or of another Corporation through reorganization, merger,
consolidation, liquidation, recapitalization, stock split, combination of shares
or stock dividends payable with respect to such Common Stock, appropriate
adjustments in the number and kind of such securities then subject to this
Warrant shall be made effective as of the date of such occurrence so that the
position of the Holder upon exercise will be the same as it would have been had
he owned immediately prior to the occurrence of such events the Common Stock
subject to this Warrant. Such adjustment shall be made successively whenever any
event listed above shall occur and the Company will notify the Holder of the
Warrant of each such adjustment. Any fraction of a share resulting from any
adjustment shall be eliminated and the price per share of the remaining shares
subject to this Warrant adjusted accordingly.
9. The rights represented by this Warrant may be exercised at any time within
the period above specified by (i) surrender of this Warrant (with the purchase
for at the end hereof properly execute) at the principal executive office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company); (ii) payment to the Company of the exercise price for the
number of Shares specified in the above-mentioned purchase form together with
applicable stock transfer taxes, if any; and (iii) unless in connection with an
effective registration statement which covers the sale of the shares underlying
the Warrant, the delivery to the Company of a statement by the Holder (in a form
-2-
<PAGE>
acceptable to the Company and its counsel) that such Shares are bing acquired by
the Holder for investment and not with a view to their distribution or resale.
The certificates for the Common Stock so purchased shall be delivered to
the Holder within a reasonable time, not exceeding ten (10) business days after
all requisite documentation has been provided, after the rights represented by
this Warrant shall have been so exercised, and shall bear a restrictive legend
with respect to any applicable securities laws.
10. This Warrant shall be governed by and construed in accordance with the
local laws of the State of New Jersey. The New Jersey courts shall have
exclusive jurisdiction over this instrument and the enforcement thereof. Service
of process shall be effective if by certified mail, return receipt requested.
All notices shall be in writing and shall be deemed given upon receipt by the
party to whom addressed. This instrument shall be enforceable by decrees of
specific performances well as other remedies.
IN WITNESS WHEREOF, MicroFrame, Inc. has caused this Warrant to be signed
by its duly authorized officers under its corporate seal, and to be dated as of
the date set forth above.
MICROFRAME, INC.
By: ______________________________
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<PAGE>
PURCHASE FORM
(To be signed only upon exercise of Warrant)
The undersigned, the holder of the foregoing Warrant, hereby irrevocably
elects to exercise the purchase rights represented by such Warrant for, and to
purchase thereunder, _____ shares of no par value Common Stock and herewith make
payment of $__________ thereof, and requests that the certificates for shares of
Common Stock be issued in the name(s) of, and delivered to _____________ whose
address(es) is (are) __________________________________________________________.
Dated: ________________, 19___
______________________________
______________________________
Address
-4-
<PAGE>
TRANSFER FORM
(To be signed only upon transfer of the Warrant)
For value recieved, the undersigned hereby sells, assigns, and transfers
unto ______________ the right to purchase shares of Common Stock represented by
the foregoing Warrant to the extent of __________ shares of Common Stock, and
appoints ___________________________ attorney to transfer such rights on the
books of __________________________, with full power of substitution in the
premises.
Dated: ________________, 19___
______________________________
Holder
______________________________
Address
In the presence of:
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