SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
--------------------
Advanced Detectors, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
--------------------------------------------------------
(Title of Class of Securities)
007977101
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(CUSIP Number)
Nadine Shaoul, D.H. Blair Investment Banking Corp.
44 Wall Street, New York, NY 10005 (212) 495-4163
------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 1996
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(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 this 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 14 pages
<PAGE>
CUSIP No. 007977101 13D Page 2 of 14 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Morton Davis
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source of Funds
See Item #3 herein.
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,034,621
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 161,820
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,034,621
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
161,820
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,312,201
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 007977101 13D Page 3 of 14 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.H. Blair Investment Banking Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source of Funds
See Item #3 herein.
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,034,621
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,034,621
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,034,621
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 007977101 13D Page 4 of 14 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rosalind Davidowitz
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 Source of Funds
See Item #3 herein.
- -------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is required pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 115,760
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 161,820
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 115,760
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
161,820
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,850
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 5 of 14 Pages
J. Morton Davis, D. H. Blair Investment Banking Corp. ("Blair
Investment"), and Rosalind Davidowitz (collectively, the "Reporting
Parties") hereby amend the following items in their statement on
Schedule 13D relating to the common stock, $.001 par value ("shares")
of Advanced Detectors, Inc. (the "Issuer") as follows:
Item 3. is hereby amended by adding the following new paragraph thereto:
This amendment relates to a Warrant to Purchase Common Stock of
Advanced Detectors, Inc. (the "Warrant) issued pursuant to a Loan
Agreement (the "Loan Agreement") described in Item 6. on page 6
herein, whereby Blair Investment loaned $200,000 of its general funds
to the Issuer and was concurrently granted the Warrant.
Item 4. is hereby partially amended by deleting the first sentence thereto and
substituting the following sentence at the beginning of Item 4.:
This Amendment is filed solely to report the acquisition of a Warrant
to purchase 200,000 shares described in Item 5. (c) herein for
investment purposes only.
Item 5. (a) is hereby amended in its entirety as follows:
As of July 31, 1996, Mr. Davis may be deemed to beneficially own
2,312,201 shares or 54.4% of the Issuer's shares issued and
outstanding as follows: (i) 1,308,885 shares owned directly by Blair
Investment, (ii) 150,000 warrants (4) owned directly by Blair
Investment, (iii) 25,736 warrants (5) owned directly by Blair
Investment, (iv) a Warrant (6) to purchase 350,000 shares owned
directly by Blair Investment, (v) a Warrant (7) to purchase 200,000
shares owned directly by Blair Investment, (vi) 75,900 shares owned
directly by Parliament Hill Corporation (8), (vii) 48,500 shares and
37,420 warrants (9) owned directly by Parliament Hill Capital
Corporation, and (viii) 115,760 shares directly owned by Rosalind
Davidowitz (10).
As of July 31, 1996, Blair Investment may be deemed to beneficially
own 2,034,621 shares or 48.3% of the Issuer's shares as indicated in
(i) - (v) above.
As of July 31, 1996, Rosalind Davidowitz may be deemed to
beneficially own 277,580 shares or 7.9% of the Issuer's shares as
indicated in (vi) - (viii) above.
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(4) Each warrant entitles Blair Investment to purchase one share at a price
of $2.40 per share, exercisable from January 30, 1992 to January 30, 1997.
(5) Each warrant entitles Blair Investment to purchase one share at a price
of $13.90 per share exercisable from March 1, 1993 to March 1, 1998.
(6) This Warrant entitles Blair Investment to purchase 350,000 shares at
$1.00 per share exercisable from July 13, 1995 to July 13, 1999.
(7) This Warrant entitles Blair Investment to purchase 200,000 shares at
$.25 per share exercisable from July 31, 1996 to July 31, 2001.
(8) Parliament Hill Corporation ("PHC") is a private corporation of which
Rosalind Davidowitz beneficially owns approximately 72.6%, and Blair Investment
beneficially owns approximately 18%. Parliament Hill Capital Corporation
("PHCC") is a wholly-owned subsidiary of PHC.
(9) Each warrant entitles PHCC to purchase one share at a price of $14.25
per share until April, 1997.
(10) Although Mr. Davis is including securities owned by Rosalind Davidowitz
and Rivkalex in the aggregate amount of shares owned by him, filing of this
statement shall not be deemed an admission by J. Morton Davis that he
beneficially owns the securities attributed to Rosalind Davidowitz or Rivkalex
for any purpose. J. Morton Davis expressly disclaims beneficial ownership of all
securities held by Rosalind Davidowitz and Rivkalex.
<PAGE>
Page 6 of 14 pages
Item 5. (c) is hereby amended by adding the following paragraphs:
On July 31, 1996, Blair Investment received a Warrant to purchase
200,000 of the Issuer's shares at $.25 per share exercisable from July
31, 1996 to July 31, 2001 pursuant to a Loan Agreement between Blair
Investment and the Issuer.
Item 6. is hereby amended by adding the following paragraph thereto:
On July 31, 1996, Blair Investment entered into a Loan Agreement
whereby Blair Investment agreed to advance to the Issuer $200,000 (the
"Loan"), to be evidenced by a Promissory Note in the principal amount
of $200,000. In order to induce Blair Investment to execute this Loan
Agreement and make the Loan available to the Issuer, the Issuer
granted concurrently to Blair Investment a Warrant to purchase 200,000
of the Issuer's shares at $.25 per share, exercisable July 31, 1996
to July 31, 2001. A copy of the Warrant is annexed hereto as Exhibit M
and incorporated herein by reference. On July 31, 1996, Blair
Investment loaned the Issuer the principal amount of $200,000, and
received a Promisorry Note in the principal amount of $200,000.
Item 7. is hereby amended by adding the following thereto:
Exhibit M - Warrant to purchase 200,000 shares dated July 31, 1996.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
/s/ J. Morton Davis
Date: August 5, 1996 _____________________________
New York, New York J. Morton Davis
D.H. BLAIR INVESTMENT BANKING CORP.
/s/ David Nachamie
Date: August 5, 1996 by_____________________________
New York, New York David Nachamie
Treasurer
Page 7 of 14 pages
EXHIBIT M
[SEE LEGENDS ON PAGE 7]
No. W-1 No. of Shares Subject to Warrant: 200,000
Void after 5:00 p.m. Los Angeles, California Time on July 31,
2001.
WARRANT TO PURCHASE OF COMMON STOCK
OF
ADVANCED DETECTORS, INC.
This is to certify that, for value received,
D.H. BLAIR INVESTMENT BANKING CORP.
("Holder") is entitled to purchase, subject to the provisions of this
Warrant, from Advanced Detectors, Inc., a Delaware corporation ("Company"),
200,000 shares of Common Stock, $.01 par value, of the Company ("Common Stock"),
at a price per share equal to $0.25 at any time during the period beginning July
31, 1996 and ending 5:00 p.m. Los Angeles, California Time on July 31, 2001. The
number of shares of Common Stock to be received upon the exercise of this
Warrant and the price to be paid for a share of Common Stock may be adjusted
from time to time as hereinafter set forth. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares," and the exercise price of
a share of Common Stock in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price."
(a) EXERCISE OF WARRANT. Subject to the provision of Section
(h) hereof, this Warrant may be exercised in whole or in part at any time or
from time to time on or after July 31, 1996 and until July 31, 2001 or, if
either such day is a day on which banking institutions in the State of
California are authorized by law to close, then on the next succeeding day which
shall not be such a day, by presentation and surrender hereof to the Company at
its principal office, or at the office of its stock transfer agent, with the
Purchase Form annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of shares specified in such form, in lawful money
of the United States of America in cash or by official bank or certified check
made payable to Advanced Detectors, Inc. If this Warrant shall be exercised in
part only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of the shares purchasable thereunder. Upon receipt by the
Company of this Warrant at its office, or by the stock transfer
<PAGE>
Page 8 of 14 pages
agent of the Company at is office, in proper form for exercise and together with
payment of the Exercise Price in the manner provided herein, the Holder shall be
deemed to be the holder of record of the shares of Common Stock or other
securities issuable upon such exercise, provided, however, that if at the date
of surrender of such Warrants and payment of such Exercise Price, the transfer
books for the Common Stock or such other securities shall be closed, the
certificates for the shares of other securities in respect of which such
Warrants are then exercised shall be issuable as of the date on which such books
shall next be opened and until such date the Company shall be under no duty to
deliver any certificate for such shares or other securities and the Holder shall
not be deemed to have become a holder of record of such shares or the owner of
any such other securities.
(b) RESERVATION OF SHARES. The Company hereby agrees that at
all times there shall be reserved for issuance and/or delivery upon exercise of
this Warrant such number of shares of its Common Stock as shall be required for
issuance and delivery upon exercise of this Warrant.
(c) FRACTIONAL SHARES. The Company shall not be required to
issue fractions of shares on the exercise of Warrants. If any fraction of a
share would, except for the provisions of this Section, be issuable on the
exercise of any Warrant, the Company will (1) if the fraction of a share
otherwise issuable is equal to or less than one-half, round down and issue to
the Holder only the largest whole number of shares of Common Stock to which the
Holder is otherwise entitled, or (2) if the fraction of a share otherwise
issuable is greater than one-half, round-up and issue to the Holder one
additional share of Common Stock in addition to the largest whole number of
shares of Common Stock to which the holder is otherwise entitled.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other Warrants of different denominations entitling
the holder thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder. Subject to the provisions of Section (h),
upon surrender of this Warrant to the Company or at the office of its stock
transfer agent, if any, with the Assignment Form annexed hereto duly executed
and funds sufficient to pay any applicable transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee
named in such instrument of assignment and this Warrant shall promptly be
cancelled. This Warrant may be divided or combined with other Warrants which
carry the same rights upon presentation hereof at the office of the Company or
at the office of its stock transfer agent, if any, together with a written
notice specifying the names and denominations in which new
- 2 -
<PAGE>
Page 9 of 14 pages
Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as
used herein includes any Warrants into which this Warrant may be divided or
exchanged. Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of such indemnification as the Company may in its
discretion impose, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will execute and deliver a new Warrant of like tenor and
date.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue
hereof, be entitled to any rights of a stockholder in the Company, either at law
or in equity, and the rights of the Holder are limited to those expressed in the
warrant and are not enforceable against the Company except to the extent set
forth herein.
(f) ANTI-DILUTION PROVISIONS. The Exercise Price and the
number and kind of securities purchasable upon the exercise of this Warrant
shall be subject to adjustment from time to time as hereinafter provided:
(1) In the case of Company shall issue Common
Stock as a dividend upon Common Stock or in payment of a dividend thereon, shall
subdivide the number of outstanding shares of its Common Stock into a greater
number of shares or shall contract the number of outstanding shares of its
Common Stock into a lesser number of shares, the Exercise Price then in effect
shall be adjusted, effective at the close of business on the record date for the
determination of stockholders entitled to receive such dividend or be subject to
such subdivision or contraction, to the price (computed to the nearest cent)
determined by dividing (A) the product obtained by multiplying the Exercise
Price in effect immediately prior to the close of business on such record date
by the number of shares of Common Stock outstanding prior to such dividend,
subdivision or contraction, by (B) the sum of the number of shares of Common
Stock outstanding immediately after such dividend, subdivision, or contraction.
(2) If any capital reorganization or
reclassification of the capital stock of the Company (other than as set forth in
subsection (1) of this Section (f), or consolidation or merger of the Company
with another corporation, or the sale of all or substantially all of its assets
to another corporation shall be effected, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, lawful and
adequate provision shall be made whereby the holder of each Warrant shall
thereafter have the right to purchase and receive upon the basis and upon the
terms and conditions specified in the Warrant and in lieu of the shares of
Common Stock of the Company immediately theretofore purchasable and
- 3 -
<PAGE>
Page 10 of 14 pages
receivable upon the exercise of the rights represented by such Warrant, such
shares of stock, securities or assets as may be issued or payable with respect
to or in exchange for a number of outstanding shares of such Common Stock equal
to the number of shares of such Common Stock immediately theretofore purchasable
and receivable upon the exercise of the rights represented by such Warrant had
such reorganization, reclassification, consolidation, merger or sale not taken
place, and in any such case appropriate provision shall be made with respect to
the rights and interest of the Holder to the end that the provisions of the
Warrant (including, without limitation, provisions for adjustment of the
Exercise Price and of the number of shares issuable upon the exercise of
Warrants) shall thereafter be applicable as nearly as may be practicable in
relation to any shares of stock, securities, or assets thereafter deliverable
upon exercise of Warrants. The Company shall not effect any such consolidation,
merger or sale unless prior to or simultaneously with the consummation thereof,
the successor corporation purchasing such assets shall assume, by written
instrument, the obligation to deliver to the Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, the Holder
may be entitled to purchase.
(3) Upon each adjustment of the Exercise Price
pursuant to subsection (1) of this Section (f), the number of shares of Common
Stock specified in each Warrant shall thereupon evidence the right to purchase
that number of shares of Common Stock (calculated to the nearest hundredth of a
share of Common Stock) obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of shares of Common Stock
purchasable immediately prior to such adjustment upon exercise of such Warrant
and dividing the product so obtained by the Exercise Price in effect after such
adjustment.
(4) Irrespective of any adjustments of the number
or kind of securities issuable upon exercise of warrants or the Exercise Price,
Warrants theretofore or thereafter issued may continue to express the same
number of shares of Common Stock and Exercise Price as are stated in similar
Warrants previously issued.
(5) The Company may, at its sole option, retain
the independent public accounting firm regularly retained by the Company, or
another firm of independent public accountants of recognized standing selected
by the Company's Board of Directors, to make any computation required under this
Section (f), and a certificate signed by such firm shall be conclusive evidence
of any computation made under this Section (f).
(6) Whenever there is an adjustment in the
Exercise Price or in the number or kind of securities issuable upon exercise of
the Warrants, or both, as provided in this
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<PAGE>
Page 11 of 14 pages
Section (f), the Company shall (i) promptly file in the custody of its Secretary
or Assistant Secretary a certificate signed by the Chairman of the Board of the
President or Vice President of the Company and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Company, setting for
the facts requiring such adjustment and the number and kind of securities
issuable upon exercise of each Warrant after such adjustment; and (ii) cause a
notice stating that such adjustment has been effected and stating the Exercise
Price then in effect and the number and kind of securities issuable upon
exercise of each Warrant to be send to each registered holder of a Warrant.
(7) The Exercise Price and the number of shares
issuable upon exercise of a Warrant shall not be adjusted except in the manner
and only upon the occurrence of the events heretofore specifically referred to
in this Section (f).
(8) The Board of Directors of the Company may,
without the prior consent of the Holder, reduce the Exercise Price or increase
the number of shares of Common Stock or other securities issuable upon exercise
of the Warrant.
(g) REGISTRATION RIGHTS. During the period commencing on July
31, 1997 and ending on July 31, 2001 (i) the Holder (upon the request of the
Holders of Warrants for the exercise of at least 50% of the aggregate Warrant
Shares listed on Annex "A" attached hereto), shall have the right on one
occasion to demand that the Company expeditiously file a registration statement
under the Federal securities laws covering this Warrant and the Warrant Shares
and (ii) the Company shall give the Holder written notice of its intention to
engage in a registration of Common Stock under the Federal securities laws
(other than a registration of Common Stock in connection with any stock option
plan, stock purchase plan, savings or similar plan, or an acquisition, merger or
exchange of stock or any registration on Form S-4 or Form S-8 or any successor
Form thereto) thirty (30) days prior to the filing of the registration statement
with the Securities and Exchange Commission relating to the registration, and
shall offer to include the Warrant Shares in such registration, and at the
written request of the Holder, the Company shall include the Warrant Shares (or
such portion of the Warrant Shares as may be requested by the Holder) in the
registration statement; provided, however, that if the offering is an
underwritten offering, and in the judgment of the managing underwriter, if any,
the inclusion of the Warrant Shares would materially adversely affect the public
offering of the Common Stock, the number of Warrant shares to be registered
shall be reduced, pro rata together with the Warrant Shares of other Holders of
Warrants to whom a similar registration right also has been granted by the
Company, or eliminated, if necessary or advisable.
- 5 -
<PAGE>
Page 12 of 14 pages
(1) The Company shall bear the costs and expenses
of any registration of the Warrant Shares under this Section (g); provided,
however, that the Holder shall bear the cost of fees for the Holder's counsel,
and any registration fees, transfer taxes or underwriting discounts and
commissions applicable to the Holder's Warrant Shares included in the
registration statement.
(2) Whenever the Company shall register any of
the Warrant Shares pursuant to any of the provisions of this Section (g), the
Company shall also be obligated to:
(A) Prepare for filing with the Securities
and Exchange Commission such amendments and supplements to said registration
statement and the prospectus used in connection therewith as may be necessary to
keep said registration statement effective and to comply with the provisions of
the Securities Act of 1933, as amended (the "Act"), with respect to the sale of
the Warrant Shares covered by said registration statement for the period
necessary to complete the proposed offering of the Warrant Shares, which period
shall be no greater than one year from the date of effectiveness of the
registration statement;
(B) Furnish to the Holder such copies of
preliminary and final prospectuses and such other documents as the Holder may
reasonably request to facilitate the offering of the Warrant Shares;
(C) Use reasonable efforts to register or
qualify the Warrant Shares covered by the registration statement under the
securities or blue sky laws of such jurisdictions as the Holder may reasonable
request; provided, however, that the Company will not be required to (i) qualify
generally to do business in any jurisdiction where it would not be required but
for this subsection 2(C) of this Section (g); (ii) subject itself to taxation in
such jurisdiction; (iii) consent to general service of process in such
jurisdiction; (iv) register in any state requiring as a condition to such
registration, escrow or surrender of any securities of the Company or any
security holder; or (v) incur expenses in excess of an aggregate of $10,000 in
connection with such registration or qualification on behalf of all Holders of
Warrant Shares. In the event such expenses would exceed $10,000, the Company
may, in its sole discretion, determine the jurisdictions in which it will
register or qualify such Warrant Shares; and
(D) Furnish the Holder a copy of all
documents filed and all correspondence to or from the Securities and Exchange
Commission in connection with the offering.
(3) In connection with the registration of the
Warrant Shares, the Holder shall furnish the Company with appropriate
information as may be necessary to be included in the
- 6 -
<PAGE>
Page 13 of 14 pages
Registration statement covering the Warrant Shares and (ii) if requested,
execute a copy of the underwriting agreement that the Company is required to
execute in connection with the registration statement in which the Warrant
Shares are to be included. Any failure by the Holder to meet its obligations
under this clause (3) this Section (g) shall relive the Company from its
registration obligation as to the Holder's Warrant Shares.
(4) Nothing herein shall prevent the Company from
withdrawing the registration statement in which the Warrant Shares are included
prior to its effectiveness, and in such event, the Company shall have no further
obligation to the Holders whose Warrant Shares are included therein other than
to again comply with the provisions of this Section (g).
(h) TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933 AND
OTHER APPLICABLE SECURITIES LAWS. This Warrant or the Warrant Shares or any
other security issued or issuable upon exercise of this Warrant may not be sold
or otherwise disposed of unless the Holder provides the Company with an opinion
of counsel satisfactory to the Company in form satisfactory to the Company that
this Warrant or the Warrant Shares may be legally transferred without violating
the Act and any other applicable securities law and then, if such opinion states
that certificates representing the Warrants or Warrant Shares being transferred
shall be required to bear a legend restricting further transfer, only against
receipt of an agreement of the transferee to comply with the provisions of this
Section (h) with respect to any resale or other disposition of such securities.
ADVANCED DETECTORS, INC.
[SEAL]
/s/ James Gerberman
By:__________________________________
James Gerberman
President
Attest:
/s/ Jan Iwanczyk
By:______________________________
Jan Iwanczyk
Executive Vice President
By:
, Secretary
THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS BEEN
TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR
DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED OR DISPOSED OF
- 7 -
<PAGE>
Page 14 of 14 pages
WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR
DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
RULES AND REGULATIONS THEREUNDER.
PURSUANT TO SECTION 203(d) OF THE PENNSYLVANIA SECURITIES ACT OF 1972 AND TO THE
EXTENT, IF ANY, REQUIRED THEREBY, THE PURCHASER OF THIS SECURITY WHICH IS A
RESIDENT OF THE COMMONWEALTH OF PENNSYLVANIA HEREBY AGREES NOT TO SELL THIS
SECURITY WITHIN TWELVE MONTHS AFTER THE DATE OF PURCHASE.
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S:\49832\931\4102.AGR
June 28, 1996 1:45pm
