<PAGE>
As filed with the Securities and Exchange Commission on November 20, 1996
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Java Centrale, Inc.
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(Exact name of registrant as specified in its charter)
California 68-0268780
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1610 Arden Way, Suite 145, Sacramento, California 95814
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(Address of Principal Executive Offices)
Common Stock Purchase Warrants
------------------------------
(Full title of the Plan)
Steven J. Orlando
Vice President and Chief Financial Officer
1610 Arden Way, Suite 145, Sacramento, California 95814
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(Name and address of agent for service)
(916) 568-2310
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per Share (1) Price (1) Fee
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Common
Stock (2) 1,300,000 $0.71875 $934,375 $284
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(1) Estimated solely for the purpose of determining the registration fee,
based, in accordance with Rule 457(h), on the average of high and low
prices at which the Registrant's Common Stock was sold on
November 15, 1996.
(2) Pursuant to Rule 416, there are also being registered such additional
shares as may be required for issuance pursuant to the anti-dilution
provisions of the Warrants described herein.
Please send copies of all communications to:
Philip S. Boone, Jr., Esq.
Rosenblum, Parish & Isaacs, PC
555 Montgomery Street, 15th Floor
San Francisco, California 94111
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference: (a) the Registrant's
Annual Report on Form 10-K ("Annual Report") for the fiscal year ending
March 31, 1996, the Company's Quarterly Report on Form 10-Q for the quarters
ended June 30 and September 30, 1996, and (b) all other reports filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end
of the fiscal year covered by the Annual Report referred to in section (a)
above.
ITEM 4. Description of Securities
4.1 COMMON STOCK. The Registrant herein incorporates by reference (i)
the description of the Registrant's no par value common stock (the "Common
Stock") contained in its Registration Statement on Form S-1 (Registration
No. 33-76528) filed on March 17, 1994, and (ii) any amendment or report filed
for the purpose of updating such description.
The securities being registered hereby consist of 1,300,000 shares of
Common Stock which may be obtained by the holders of the Warrants described
in paragraph 4.2 below (the "Warrants") upon exercise thereof by the holders
of such Warrants. Pursuant to Rule 416, there are also being registered such
additional shares of the Registrant's Common Stock as may be required for
issuance pursuant to the anti-dilution provisions of such Warrants.
4.2 STOCK PURCHASE WARRANTS. The securities being registered hereby
include all of the shares of Common Stock which may be obtained upon exercise
of the Warrants, the terms of which are described in paragraph 4.2.1 below,
but do not include any of the Warrants themselves. The Warrants were issued
by the Registrant to Richard D. Shannon, the Registrant's Chairman of the
Board ("Mr. Shannon"), Gary C. Nelson, its President ("Mr. Nelson"), Steven J.
Orlando, its Vice President and Chief Financial Officer ("Mr. Orlando")
and Edward T. Peabody, the President of Paradise Bakery, Inc., a Delaware
corporation and a wholly owned subsidiary of the Registrant ("Mr. Peabody"
and, together with Messrs. Shannon, Nelson and Orlando, the "Warrant
Holders"), in the form of four separate but substantively identical Stock
Purchase Warrants.
4.2.1 TERMS OF THE WARRANTS. (a) The Warrants issued to Messrs.
Shannon, Nelson, and Orlando (the "Officers' Warrants") are each dated
September 30, 1996 and provide for the issuance, upon payment of the Warrant
exercise price of Seventy-Five Cents ($0.75) per share, of Four Hundred
Thousand (400,000) shares of Registrant's Common Stock. The Officers'
Warrants are exercisable at any time prior to 5:00 PM, California time, on
September 30, 2000. The number of shares which may be issued and the Warrant
exercise price applicable to the Officers' Warrants are both subject to
adjustment in certain circumstances, as described in paragraph 4.2.1(c) below.
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(b) The Warrant issued to Mr. Peabody (the "Peabody Warrant") is dated
January 1, 1996. The Peabody Warrant provides for the issuance, upon payment
of the Warrant exercise price of Two Dollars and Seventy-Five Cents ($2.75)
per share, of One Hundred Thousand (100,000) shares of Company Common Stock.
The Peabody Warrant is exercisable at any time prior to 5:00 PM, California
time, on December 31, 2000. The number of shares which may be issued under
the Peabody Warrant and the Warrant exercise price are both subject to
adjustment in certain circumstances, as described in paragraph 4.2.1(c) below.
(c) Both the number of shares of Common Stock which may be obtained
upon exercise of the Warrants and the exercise price per share are subject to
adjustment in the event that the outstanding shares of the Company's Common
Stock are increased or decreased through a stock split, stock dividend, stock
consolidation, or otherwise, without consideration to the Company. If such an
event takes place, an appropriate and proportionate adjustment must be made
in the number and kind of shares as to which the unexercised portion of the
Warrants may be exercised, and a corresponding adjustment must also be made
to the exercise price per share of Common Stock attributable to any
unexercised portion of the Warrants.
(d) Each of the Warrants described herein was issued in the form of one
single non-transferrable Warrant, representing the right to purchase from the
Registrant up to 400,000 shares of Common Stock for each of Messrs. Shannon,
Nelson and Orlando, and up to 100,000 shares of Common Stock for Mr. Peabody,
as partial compensation for the respective services of the Warrant Holders to
the Company as employees and as a partial incentive to encourage the Warrant
Holders to remain with the Company in the future. None of the services in
question were rendered in connection with the offer or sale of any securities
in a capital-raising transaction.
ITEM 5. Interests of Named Experts and Counsel
Not Applicable.
ITEM 6. Indemnification of Directors and Officers
Article V of the Registrant's Amended and Restated Articles of
Incorporation (the "Articles") provides that the liability of directors of
the Registrant for monetary damages is eliminated to the fullest extent
permissible under California law.
Article VI of the Registrant's Articles provides that the Registrant is
authorized to indemnify its directors and officers to the fullest extent
permissible under California law.
Article VI of the Registrant's Amended Bylaws (the "Bylaws") provides,
with certain qualifications, that the Registrant shall have the power to
indemnify any person, who is or is threatened to
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be made a party to proceeding by reason of the fact that he or she is or was
an officer, director, employee, or agent of the Registrant, for all costs,
expenses and other amounts actually and reasonably incurred in connection
with such proceeding. The foregoing indemnification is conditioned upon a
finding, by either (i) the uninterested members of the Registrant's Board of
Directors, (ii) its shareholders, (iii) independent legal counsel in a
written opinion, or (iv) the court in which the proceeding is or was pending,
that the person seeking indemnification was acting in good faith and in a
manner reasonably believed to be in the best interests of the Registrant, or
in the case of a criminal proceeding that he or she had no reasonable cause
to believe that his or her conduct was unlawful.
As authorized by the foregoing Article and Bylaw provisions, the
Registrant and each of its directors and executive officers individually have
entered into Indemnification Agreements whereby the Registrant agreed to
indemnify such individuals against any claims or expenses that they may incur
as a result of serving the Registrant in those or other capacities, provided
that the person seeking indemnification was acting in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
the Registrant, or in the case of a criminal proceeding that he or she had no
reasonable cause to believe that his or her conduct was unlawful.
Additionally, the Registrant has entered into separate Indemnification
Agreements, with the Registrant's principal corporate shareholder and the
corporation which holds all of that company's stock, which provide similar
indemnification against claims and expenses arising out of those
relationships and certain consulting arrangements between those entities and
the Registrant.
ITEM 7. Exemption from Registration Claimed
At the present time, each of the Warrants (including additional shares
which may be issued pursuant to the Warrants' anti-dilution provisions
described in paragraph 4.2.1(c) above) have been granted and are outstanding,
but none of such Warrants have been exercised, in whole or in part. Because
each of the Warrant Holders (a) are knowledgeable and sophisticated in
financial and securities matters, (b) are senior executive officers and/or
directors of the Company, and therefore had access to comprehensive
information about the Registrant, and to the Registrant's management, at the
time their respective Warrants were issued, and (c) negotiated the terms and
conditions of their respective Warrants directly with the Registrant in
private transactions, the Registrant believes that the Warrants were, and the
underlying Common Stock will be, issued in transactions which are exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Act") pursuant to the exemption provided by Section 4(2) of the Act.
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<PAGE>
ITEM 8. Exhibits.
4.1 Stock Purchase Warrant, dated September 30, 1996, issued by the
Registrant to Richard D. Shannon
4.2 Stock Purchase Warrant, dated September 30, 1996, issued by the
Registrant to Gary C. Nelson
4.3 Stock Purchase Warrant, dated September 30, 1996, issued by the
Registrant to Steven J. Orlando
4.4 Stock Purchase Warrant, dated January 1, 1996, issued by the
Registrant to Edward T. Peabody
5. Opinion of Rosenblum, Parish & Isaacs, PC
24.1 Consent of Grant Thornton, LLP
Independent Public Accountant
24.2 Consent of Rosenblum, Parish & Isaacs, PC
(see Exhibit 5 hereto).
ITEM 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sacramento, State of California, on
November 18, 1996.
JAVA CENTRALE, INC.
By: /S/ GARY C. NELSON
------------------------------
Gary C. Nelson
President
(Principal Executive Officer)
By: /S/ STEVEN J. ORLANDO
------------------------------
Steven J. Orlando
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard D. Shannon, Gary C. Nelson,
and Steven J. Orlando, and each of them, as his or her true and lawful agent
and attorney-in-fact, with full power of substitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments or post-effective amendments to this Registration Statement on
Form S-8, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said agents and attorneys-in-fact, or either of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said agents and attorneys-in-fact, and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/S/ KEVIN R. BAKER Director November 18, 1996
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Kevin R. Baker
/S/ LYLE P. EDWARDS Director November 18, 1996
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Lyle P. Edwards
/S/ GARY C. NELSON Director and November 18, 1996
- ----------------------------- President
Gary C. Nelson
/S/ RICHARD D. SHANNON Director November 18, 1996
- -----------------------------
Richard D. Shannon
-8-
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Stock Purchase Warrant, dated September 30, 1996, issued by the
Registrant to Richard D. Shannon
4.2 Stock Purchase Warrant, dated September 30, 1996, issued by the
Registrant to Gary C. Nelson
4.3 Stock Purchase Warrant, dated September 30, 1996, issued by the
Registrant to Steven J. Orlando
4.4 Stock Purchase Warrant, dated January 1, 1996, issued by the
Registrant to Edward T. Peabody
5. Opinion of Rosenblum, Parish & Isaacs, PC
24.1 Consent of Grant Thornton, LLP,
Independent Public Accountant
24.2 Consent of Rosenblum, Parish & Isaacs, PC
(see Exhibit 5 hereto).
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<PAGE>
EXHIBIT 4.1
STOCK PURCHASE WARRANT
----------------------
FOUR HUNDRED THOUSAND (400,000) WARRANTS
TO PURCHASE COMMON STOCK OF
JAVA CENTRALE, INC.
THIS WARRANT IS TO CERTIFY THAT JAVA CENTRALE, INC., a California
corporation (the "Company") has, effective as of June 12, 1996, authorized
the issuance to RICHARD D. SHANNON, an individual resident of the State of
California ("Mr. Shannon"), of rights to purchase (the "Warrants") an
aggregate of Four Hundred Thousand (400,000) fully-paid and non-assessable
shares of the no par value Common Stock of the Company (the "Warrant
Shares"), on the basis of one Share for each Warrant, exercisable at any time
prior to 5:00 PM, California time, on September 30, 2000 (the "Expiration
Time"), at the principal office of the Company, on payment of the price per
Share specified in Section 2 of this Warrant and subject to the terms and
conditions governing this Warrant hereinafter expressed.
THIS IS TO CERTIFY ALSO THAT, for value received, the Company agrees,
subject to the terms and conditions hereinafter expressed, to sell and
deliver to Mr. Shannon 400,000 fully-paid and nonassessable Warrants.
This Warrant is nontransferable, shall be subject to all of the terms
hereof as set forth below, and shall become void, and terminate and lapse, at
the Expiration Time, after which this Warrant shall be of no further force
nor effect.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by the undersigned, duly authorized thereunto.
DATED as of September 30, 1996.
JAVA CENTRALE, INC.
By: /s/ GARY C. NELSON
------------------
Gary C. Nelson
Its President
<PAGE>
WARRANTS TO PURCHASE COMMON STOCK
The terms and conditions with respect to the holding and exercise of
these Stock Purchase Warrants are as follows.
1. NUMBER OF SHARES ACQUIRABLE UPON EXERCISE; CERTAIN ADJUSTMENTS.
(a) Mr. Shannon shall be initially entitled to receive, upon
exercise hereof, up to Four Hundred Thousand (400,000) shares of the
Company's Common Stock, subject, however, to adjustment as provided below.
(b) If, following the date hereof and prior to the Expiration Time
(as defined below), the outstanding shares of the Company's Common Stock
shall be increased or decreased through a stock split, stock dividend, stock
consolidation, or otherwise, without consideration to the Company, an
appropriate and proportionate adjustment shall be made in the number and kind
of shares as to which the Warrants may be exercised. By way of example only,
if the Company should undergo a two-for-one stock split of its outstanding
shares of Common Stock, the number of shares for which the Warrants may be
exercised would thereupon increase to 800,000 shares.
(c) Any increase or decrease in the number of shares obtainable
through the exercise of the Warrants shall become effective immediately
following the effective time of the stock split or consolidation causing such
increase or decrease, or in the case of an increase required by a stock
dividend, shall become effective as of the payment or distribution date of
such dividend.
(d) No fractional shares of stock shall be issued or made
available under the this Warrant on account of any such adjustment, and
fractional share interests shall be disregarded.
2. EXERCISE PRICE; ADJUSTMENT IN CERTAIN EVENTS.
(a) The Warrants shall be initially exercisable for the purchase
price of Seventy-Five Cents ($0.75) per Share, subject to the adjustments set
forth below (the "Exercise Price"). The Exercise Price shall remain unchanged
until the occurrence of one of the events described in Section 1(b), above.
(b) In the event of a change in the number of shares of Common
Stock which may be caused by any event described in Section 1(b), above, a
corresponding adjustment changing the exercise price per share of Common
Stock attributable to any unexercised Warrants shall likewise be made. By
way of example, only, if the Company should undergo a two-for-one stock split
of its outstanding shares of Common Stock as described in Section 1(b),
above, then in addition to the change in number of shares for which the
Warrants may be exercised as
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described in Section 1(b), the Exercise Price for each share of Common Stock
for which a Warrant may thereafter be exercised would be reduced to
Thirty-Seven and One-Half Cents ($0.375).
3. METHOD OF EXERCISE. Mr. Shannon may exercise its right to purchase
Warrant Shares pursuant to this Warrant at any time prior to the Expiration
Time, by (a) completing in the manner indicated, and executing, the attached
Subscription Form for that number of Warrant Shares which it is entitled, and
desires, to purchase; (b) surrendering the Warrant to the Company at its
principal place of business in Sacramento, California; and (c) paying the
appropriate purchase price for the Warrant Shares(rounded to the nearest
whole cent), by cash, money order, bank draft, or certified check, payable to
the Company at its principal place of business in Sacramento, California.
Upon such surrender and payment, the Company will issue to Mr. Shannon the
number of Warrant Shares so subscribed for.
4. EFFECT OF EXERCISE. Upon surrender of this Warrant and due payment
of the Exercise Price, the Company will issue to Mr. Shannon the number of
shares of Common Stock subscribed for, and Mr. Shannon will be a shareholder
of the Company in respect of such Common Stock as of the date on which the
shares representing such Common Stock are issued by the Company's Transfer
Agent and Registrar.
5. NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE. Mr. Shannon shall not
be considered to be a shareholder of the Company for any purpose until the
exercise of the Warrant as provided herein and the due and formal issuance of
Warrant Shares by the Company's Transfer Agent and Registrar thereupon.
6. NO RIGHTS AFTER THE EXPIRATION TIME. Nothing contained in this
Warrant, or in any instrument evidencing the Warrant, shall confer on any
person or entity any right to subscribe for or purchase, after the Expiration
Time, any security of or issued by the Company. From and after the
Expiration Time, this Warrant and all rights hereunder shall be valueless,
unexercisable, void, and of no further force or effect.
7. NONTRANSFERABILITY. This Warrant shall not be transferrable, and
any attempt to sell, assign, transfer, hypothecate, or otherwise convey or
encumber any interest herein or therein shall be void. The Company shall
have no obligation to recognize any such sale, assignment, transfer,
hypothecation, or other conveyance or encumbrance, to reflect such
transaction on the official records of the Company, or to issue Warrants or
shares of its Common Stock to any party in violation of this provision.
8. SUBDIVISION. This Warrant may be divided and subdivided into two
or more certificates, evidencing the total number of Warrants provided
herein, upon written demand
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therefor delivered to the Company. This Warrant may be exercised for all or
any part of the Warrant Shares, and in such event the Company shall issue a
new Warrant Certificate, evidencing the balance of the Warrant Shares not
previously subscribed for. Notwithstanding the foregoing sentences, however,
no Warrant Certificate shall be issued, and no exercise of a Warrant shall be
permitted, involving any fraction of one Share.
9. MISCELLANEOUS.
(a) This Warrant shall be governed by and construed in accordance
with the internal laws of the State of California, without reference to the
choice of laws provisions thereof.
(b) The captions set forth in this Warrant are for convenience
only, and shall not be used in the construction hereof.
(c) If this Warrant, or any paragraph, sentence, term, or
provision hereof, is invalidated on any ground by any court of competent
jurisdiction, the remainder hereof shall, notwithstanding such invalidation,
remain in full force in effect, and each other provision of this Warrant
shall thereafter be construed and enforced in such a manner as to give the
fullest possible effect to the intention and purposes expressed herein.
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<PAGE>
JAVA CENTRALE, INC.
WARRANT SUBSCRIPTION FORM
Stock Purchase Warrants dated as of September 30, 1996
TO: Java Centrale, Inc.
ATTENTION: Chief Financial Officer
1610 Arden Way, Suite 145
Sacramento, CA 95815
RE: Exercise of Stock Purchase Warrants
Pursuant to the terms of that certain Stock Purchase Warrant, dated as
of September 30, 1996 (the "Warrant"), which Warrant is attached to this
Subscription Form, the undersigned hereby subscribes for _____ whole shares
of the Company's no par value Common Stock, at a price of $______ per share
or at such other price as may be applicable in accordance with the terms of
the Warrant.
TOTAL SUBSCRIPTION PRICE: $_________
The undersigned hereby directs and requires that the shares of Common
Stock being subscribed for hereby be issued and delivered as follows:
Full Name of Shareholder:________________________________
Full Address: _______________________________________________
_______________________________________________
_______________________________________________
Number of Shares for Which Subscribed: ______________________
DATED: _____________
_____________________________
RICHARD D. SHANNON
SEE REVERSE FOR IMPORTANT INFORMATION
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NOTE: This Subscription Form must be signed and accompanied by payment
to Java Centrale, Inc., in full, of the appropriate subscription price, in
cash or by money order, bank draft, or certified check, payable to the
Company at its principal place of business in Sacramento, California, and
must be received by the Company prior to 5:00 PM, California time, on
September 30, 2000 (the "Expiration Time"), after which time all rights
represented by the attached Stock Purchase Warrant will expire.
JAVA CENTRALE, INC. ACCEPTS NO RESPONSIBILITY FOR THE DELIVERY TO IT OF
THIS SUBSCRIPTION FORM OR THE ACCOMPANYING STOCK PURCHASE AGREEMENT.
SUFFICIENT TIME SHOULD BE ALLOWED FOR THE DELIVERY OF THESE DOCUMENTS PRIOR
TO THE EXPIRATION TIME.
Upon surrender of this Subscription Form and the Stock Purchase Warrant,
and payment of the subscription price as provided therein, the Company will
issue the number of shares of Common Stock subscribed for, and such persons
or entities will thereupon become shareholders of the Company. If a lesser
number of shares is subscribed for than the number of shares described in the
Stock Purchase Warrant, the Company shall issue a further Stock Purchase
Warrant in respect of the unsubscribed shares of Common Stock not subscribed
for hereby.
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STOCK PURCHASE WARRANT
FOUR HUNDRED THOUSAND (400,000) WARRANTS
TO PURCHASE COMMON STOCK OF
JAVA CENTRALE, INC.
THIS WARRANT IS TO CERTIFY THAT JAVA CENTRALE, INC., a California
corporation (the "Company") has, effective as of June 12, 1996, authorized the
issuance to GARY C. NELSON, an individual resident of the State of California
("Mr. Nelson"), of rights to purchase (the "Warrants") an aggregate of Four
Hundred Thousand (400,000) fully-paid and non-assessable shares of the no par
value Common Stock of the Company (the "Warrant Shares"), on the basis of one
Share for each Warrant, exercisable at any time prior to 5:00 PM, California
time, on September 30, 2000 (the "Expiration Time"), at the principal office
of the Company, on payment of the price per Share specified in Section 2 of
this Warrant and subject to the terms and conditions governing this Warrant
hereinafter expressed.
THIS IS TO CERTIFY ALSO THAT, for value received, the Company agrees,
subject to the terms and conditions hereinafter expressed, to sell and deliver
to Mr. Nelson 400,000 fully-paid and nonassessable Warrants.
This Warrant is nontransferable, shall be subject to all of the terms
hereof as set forth below, and shall become void, and terminate and lapse, at
the Expiration Time, after which this Warrant shall be of no further force
nor effect.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by the undersigned, duly authorized thereunto.
DATED as of September 30, 1996.
JAVA CENTRALE, INC.
By: /S/ STEVEN J. ORLANDO
---------------------
Steven J. Orlando
Its Vice President and
Chief Financial Officer
<PAGE>
WARRANTS TO PURCHASE COMMON STOCK
The terms and conditions with respect to the holding and exercise of these
Stock Purchase Warrants are as follows.
1. NUMBER OF SHARES ACQUIRABLE UPON EXERCISE; CERTAIN ADJUSTMENTS.
(a) Mr. Nelson shall be initially entitled to receive, upon exercise
hereof, up to Four Hundred Thousand (400,000) shares of the Company's Common
Stock, subject, however, to adjustment as provided below.
(b) If, following the date hereof and prior to the Expiration Time
(as defined below), the outstanding shares of the Company's Common Stock shall
be increased or decreased through a stock split, stock dividend, stock
consolidation, or otherwise, without consideration to the Company, an
appropriate and proportionate adjustment shall be made in the number and kind
of shares as to which the Warrants may be exercised. By way of example only,
if the Company should undergo a two-for-one stock split of its outstanding
shares of Common Stock, the number of shares for which the Warrants may be
exercised would thereupon increase to 800,000 shares.
(c) Any increase or decrease in the number of shares obtainable
through the exercise of the Warrants shall become effective immediately
following the effective time of the stock split or consolidation causing such
increase or decrease, or in the case of an increase required by a stock
dividend, shall become effective as of the payment or distribution date of such
dividend.
(d) No fractional shares of stock shall be issued or made available
under the this Warrant on account of any such adjustment, and fractional share
interests shall be disregarded.
2. EXERCISE PRICE; ADJUSTMENT IN CERTAIN EVENTS.
(a) The Warrants shall be initially exercisable for the purchase
price of Seventy-Five Cents ($0.75) per Share, subject to the adjustments set
forth below (the "Exercise Price"). The Exercise Price shall remain unchanged
until the occurrence of one of the events described in Section 1(b), above.
(b) In the event of a change in the number of shares of Common Stock
which may be caused by any event described in Section 1(b), above, a
corresponding adjustment changing the exercise price per share of Common Stock
attributable to any unexercised Warrants shall likewise be made. By way of
example, only, if the Company should undergo a two-for-one stock split of its
outstanding shares of Common Stock as described in Section 1(b), above, then
in addition to the change in number of shares for which the Warrants may be
exercised as
-2-
<PAGE>
described in Section 1(b), the Exercise Price for each share of Common Stock
for which a Warrant may thereafter be exercised would be reduced to Thirty-Seven
and One-Half Cents ($0.375).
3. METHOD OF EXERCISE. Mr. Nelson may exercise its right to purchase
Warrant Shares pursuant to this Warrant at any time prior to the Expiration
Time, by (a) completing in the manner indicated, and executing, the attached
Subscription Form for that number of Warrant Shares which it is entitled, and
desires, to purchase; (b) surrendering the Warrant to the Company at its
principal place of business in Sacramento, California; and (c) paying the
appropriate purchase price for the Warrant Shares(rounded to the nearest whole
cent), by cash, money order, bank draft, or certified check, payable to the
Company at its principal place of business in Sacramento, California. Upon such
surrender and payment, the Company will issue to Mr. Nelson the number of
Warrant Shares so subscribed for.
4. EFFECT OF EXERCISE. Upon surrender of this Warrant and due payment
of the Exercise Price, the Company will issue to Mr. Nelson the number of shares
of Common Stock subscribed for, and Mr. Nelson will be a shareholder of the
Company in respect of such Common Stock as of the date on which the shares
representing such Common Stock are issued by the Company's Transfer Agent and
Registrar.
5. NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE. Mr. Nelson shall not be
considered to be a shareholder of the Company for any purpose until the exercise
of the Warrant as provided herein and the due and formal issuance of Warrant
Shares by the Company's Transfer Agent and Registrar thereupon.
6. NO RIGHTS AFTER THE EXPIRATION TIME. Nothing contained in this
Warrant, or in any instrument evidencing the Warrant, shall confer on any person
or entity any right to subscribe for or purchase, after the Expiration Time,
any security of or issued by the Company. From and after the Expiration Time,
this Warrant and all rights hereunder shall be valueless, unexercisable, void,
and of no further force or effect.
7. NONTRANSFERABILITY. This Warrant shall not be transferrable, and any
attempt to sell, assign, transfer, hypothecate, or otherwise convey or encumber
any interest herein or therein shall be void. The Company shall have no
obligation to recognize any such sale, assignment, transfer, hypothecation, or
other conveyance or encumbrance, to reflect such transaction on the official
records of the Company, or to issue Warrants or shares of its Common Stock to
any party in violation of this provision.
8. SUBDIVISION. This Warrant may be divided and subdivided into two or
more certificates, evidencing the total number of Warrants provided herein, upon
written demand
-3-
<PAGE>
therefor delivered to the Company. This Warrant may be exercised for all or any
part of the Warrant Shares, and in such event the Company shall issue a new
Warrant Certificate, evidencing the balance of the Warrant Shares not previously
subscribed for. Notwithstanding the foregoing sentences, however, no Warrant
Certificate shall be issued, and no exercise of a Warrant shall be permitted,
involving any fraction of one Share.
9. MISCELLANEOUS.
(a) This Warrant shall be governed by and construed in accordance
with the internal laws of the State of California, without reference to the
choice of laws provisions thereof.
(b) The captions set forth in this Warrant are for convenience only,
and shall not be used in the construction hereof.
(c) If this Warrant, or any paragraph, sentence, term, or provision
hereof, is invalidated on any ground by any court of competent jurisdiction,
the remainder hereof shall, notwithstanding such invalidation, remain in full
force in effect, and each other provision of this Warrant shall thereafter be
construed and enforced in such a manner as to give the fullest possible effect
to the intention and purposes expressed herein.
-4-
<PAGE>
JAVA CENTRALE, INC.
WARRANT SUBSCRIPTION FORM
Stock Purchase Warrants dated as of September 30, 1996
TO: Java Centrale, Inc.
ATTENTION: Chief Financial Officer
1610 Arden Way, Suite 145
Sacramento, CA 95815
RE: Exercise of Stock Purchase Warrants
Pursuant to the terms of that certain Stock Purchase Warrant, dated as of
September 30, 1996 (the "Warrant"), which Warrant is attached to this
Subscription Form, the undersigned hereby subscribes for _____ whole shares of
the Company's no par value Common Stock, at a price of $______ per share or at
such other price as may be applicable in accordance with the terms of the
Warrant.
TOTAL SUBSCRIPTION PRICE: $_______________
The undersigned hereby directs and requires that the shares of Common Stock
being subscribed for hereby be issued and delivered as follows:
Full Name of Shareholder:________________________________
Full Address: _______________________________________________
_______________________________________________
_______________________________________________
Number of Shares for Which Subscribed: ___________________________
DATED: _____________
_____________________________
GARY C. NELSON
SEE REVERSE FOR IMPORTANT INFORMATION
-5-
<PAGE>
NOTE: This Subscription Form must be signed and accompanied by payment to
Java Centrale, Inc., in full, of the appropriate subscription price, in cash or
by money order, bank draft, or certified check, payable to the Company at its
principal place of business in Sacramento, California, and must be received by
the Company prior to 5:00 PM, California time, on September 30, 2000 (the
"Expiration Time"), after which time all rights represented by the attached
Stock Purchase Warrant will expire.
JAVA CENTRALE, INC. ACCEPTS NO RESPONSIBILITY FOR THE DELIVERY TO IT OF
THIS SUBSCRIPTION FORM OR THE ACCOMPANYING STOCK PURCHASE AGREEMENT. SUFFICIENT
TIME SHOULD BE ALLOWED FOR THE DELIVERY OF THESE DOCUMENTS PRIOR TO THE
EXPIRATION TIME.
Upon surrender of this Subscription Form and the Stock Purchase Warrant,
and payment of the subscription price as provided therein, the Company will
issue the number of shares of Common Stock subscribed for, and such persons or
entities will thereupon become shareholders of the Company. If a lesser number
of shares is subscribed for than the number of shares described in the Stock
Purchase Warrant, the Company shall issue a further Stock Purchase Warrant in
respect of the unsubscribed shares of Common Stock not subscribed for hereby.
-6-
<PAGE>
EXHIBIT 4.3
STOCK PURCHASE WARRANT
----------------------
FOUR HUNDRED THOUSAND (400,000) WARRANTS
TO PURCHASE COMMON STOCK OF
JAVA CENTRALE, INC.
THIS WARRANT IS TO CERTIFY THAT JAVA CENTRALE, INC., a California
corporation (the "Company") has, effective as of June 12, 1996, authorized
the issuance to STEVEN J. ORLANDO, an individual resident of the State of
California ("Mr. Orlando"), of rights to purchase (the "Warrants") an
aggregate of Four Hundred Thousand (400,000) fully-paid and non-assessable
shares of the no par value Common Stock of the Company (the "Warrant
Shares"), on the basis of one Share for each Warrant, exercisable at any time
prior to 5:00 PM, California time, on September 30, 2000 (the "Expiration
Time"), at the principal office of the Company, on payment of the price per
Share specified in Section 2 of this Warrant and subject to the terms and
conditions governing this Warrant hereinafter expressed.
THIS IS TO CERTIFY ALSO THAT, for value received, the Company agrees,
subject to the terms and conditions hereinafter expressed, to sell and
deliver to Mr. Orlando 400,000 fully-paid and nonassessable Warrants.
This Warrant is nontransferable, shall be subject to all of the terms
hereof as set forth below, and shall become void, and terminate and lapse, at
the Expiration Time, after which this Warrant shall be of no further force
nor effect.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by the undersigned, duly authorized thereunto.
DATED as of September 30, 1996.
JAVA CENTRALE, INC.
By: /S/ GARY C. NELSON
------------------
Gary C. Nelson
Its President
<PAGE>
WARRANTS TO PURCHASE COMMON STOCK
The terms and conditions with respect to the holding and exercise of
these Stock Purchase Warrants are as follows.
1. NUMBER OF SHARES ACQUIRABLE UPON EXERCISE; CERTAIN ADJUSTMENTS.
(a) Mr. Orlando shall be initially entitled to receive, upon
exercise hereof, up to Four Hundred Thousand (400,000) shares of the
Company's Common Stock, subject, however, to adjustment as provided below.
(b) If, following the date hereof and prior to the Expiration Time
(as defined below), the outstanding shares of the Company's Common Stock
shall be increased or decreased through a stock split, stock dividend, stock
consolidation, or otherwise, without consideration to the Company, an
appropriate and proportionate adjustment shall be made in the number and kind
of shares as to which the Warrants may be exercised. By way of example only,
if the Company should undergo a two-for-one stock split of its outstanding
shares of Common Stock, the number of shares for which the Warrants may be
exercised would thereupon increase to 800,000 shares.
(c) Any increase or decrease in the number of shares obtainable
through the exercise of the Warrants shall become effective immediately
following the effective time of the stock split or consolidation causing such
increase or decrease, or in the case of an increase required by a stock
dividend, shall become effective as of the payment or distribution date of
such dividend.
(d) No fractional shares of stock shall be issued or made
available under the this Warrant on account of any such adjustment, and
fractional share interests shall be disregarded.
2. EXERCISE PRICE; ADJUSTMENT IN CERTAIN EVENTS.
(a) The Warrants shall be initially exercisable for the purchase
price of Seventy-Five Cents ($0.75) per Share, subject to the adjustments set
forth below (the "Exercise Price"). The Exercise Price shall remain unchanged
until the occurrence of one of the events described in Section 1(b), above.
(b) In the event of a change in the number of shares of Common
Stock which may be caused by any event described in Section 1(b), above, a
corresponding adjustment changing the exercise price per share of Common
Stock attributable to any unexercised Warrants shall likewise be made. By
way of example, only, if the Company should undergo a two-for-one stock split
of its outstanding shares of Common Stock as described in Section 1(b),
above, then in addition to the change in number of shares for which the
Warrants may be exercised as
-2-
<PAGE>
described in Section 1(b), the Exercise Price for each share of Common Stock
for which a Warrant may thereafter be exercised would be reduced to
Thirty-Seven and One-Half Cents ($0.375).
3. METHOD OF EXERCISE. Mr. Orlando may exercise its right to
purchase Warrant Shares pursuant to this Warrant at any time prior to the
Expiration Time, by (a) completing in the manner indicated, and executing,
the attached Subscription Form for that number of Warrant Shares which it is
entitled, and desires, to purchase; (b) surrendering the Warrant to the
Company at its principal place of business in Sacramento, California; and (c)
paying the appropriate purchase price for the Warrant Shares(rounded to the
nearest whole cent), by cash, money order, bank draft, or certified check,
payable to the Company at its principal place of business in Sacramento,
California. Upon such surrender and payment, the Company will issue to Mr.
Orlando the number of Warrant Shares so subscribed for.
4. EFFECT OF EXERCISE. Upon surrender of this Warrant and due
payment of the Exercise Price, the Company will issue to Mr. Orlando the
number of shares of Common Stock subscribed for, and Mr. Orlando will be a
shareholder of the Company in respect of such Common Stock as of the date on
which the shares representing such Common Stock are issued by the Company's
Transfer Agent and Registrar.
5. NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE. Mr. Orlando shall not
be considered to be a shareholder of the Company for any purpose until the
exercise of the Warrant as provided herein and the due and formal issuance of
Warrant Shares by the Company's Transfer Agent and Registrar thereupon.
6. NO RIGHTS AFTER THE EXPIRATION TIME. Nothing contained in this
Warrant, or in any instrument evidencing the Warrant, shall confer on any
person or entity any right to subscribe for or purchase, after the Expiration
Time, any security of or issued by the Company. From and after the
Expiration Time, this Warrant and all rights hereunder shall be valueless,
unexercisable, void, and of no further force or effect.
7. NONTRANSFERABILITY. This Warrant shall not be transferrable, and
any attempt to sell, assign, transfer, hypothecate, or otherwise convey or
encumber any interest herein or therein shall be void. The Company shall
have no obligation to recognize any such sale, assignment, transfer,
hypothecation, or other conveyance or encumbrance, to reflect such
transaction on the official records of the Company, or to issue Warrants or
shares of its Common Stock to any party in violation of this provision.
8. SUBDIVISION. This Warrant may be divided and subdivided into two
or more certificates, evidencing the total number of Warrants provided
herein, upon written demand
-3-
<PAGE>
therefor delivered to the Company. This Warrant may be exercised for all or
any part of the Warrant Shares, and in such event the Company shall issue a
new Warrant Certificate, evidencing the balance of the Warrant Shares not
previously subscribed for. Notwithstanding the foregoing sentences, however,
no Warrant Certificate shall be issued, and no exercise of a Warrant shall be
permitted, involving any fraction of one Share.
9. MISCELLANEOUS.
(a) This Warrant shall be governed by and construed in accordance
with the internal laws of the State of California, without reference to the
choice of laws provisions thereof.
(b) The captions set forth in this Warrant are for convenience
only, and shall not be used in the construction hereof.
(c) If this Warrant, or any paragraph, sentence, term, or
provision hereof, is invalidated on any ground by any court of competent
jurisdiction, the remainder hereof shall, notwithstanding such invalidation,
remain in full force in effect, and each other provision of this Warrant
shall thereafter be construed and enforced in such a manner as to give the
fullest possible effect to the intention and purposes expressed herein.
-4-
<PAGE>
JAVA CENTRALE, INC.
WARRANT SUBSCRIPTION FORM
Stock Purchase Warrants dated as of September 30, 1996
TO: Java Centrale, Inc.
ATTENTION: Chief Financial Officer
1610 Arden Way, Suite 145
Sacramento, CA 95815
RE: Exercise of Stock Purchase Warrants
Pursuant to the terms of that certain Stock Purchase Warrant, dated as
of September 30, 1996 (the "Warrant"), which Warrant is attached to this
Subscription Form, the undersigned hereby subscribes for _____ whole shares
of the Company's no par value Common Stock, at a price of $______ per share
or at such other price as may be applicable in accordance with the terms of
the Warrant.
TOTAL SUBSCRIPTION PRICE: $____________
The undersigned hereby directs and requires that the shares of Common
Stock being subscribed for hereby be issued and delivered as follows:
Full Name of Shareholder:________________________________
Full Address: _______________________________________________
_______________________________________________
_______________________________________________
Number of Shares for Which Subscribed: ______________________
DATED: _____________
_____________________________
STEVEN J. ORLANDO
SEE REVERSE FOR IMPORTANT INFORMATION
-5-
<PAGE>
NOTE: This Subscription Form must be signed and accompanied by payment
to Java Centrale, Inc., in full, of the appropriate subscription price, in
cash or by money order, bank draft, or certified check, payable to the
Company at its principal place of business in Sacramento, California, and
must be received by the Company prior to 5:00 PM, California time, on
September 30, 2000 (the "Expiration Time"), after which time all rights
represented by the attached Stock Purchase Warrant will expire.
JAVA CENTRALE, INC. ACCEPTS NO RESPONSIBILITY FOR THE DELIVERY TO IT OF
THIS SUBSCRIPTION FORM OR THE ACCOMPANYING STOCK PURCHASE AGREEMENT.
SUFFICIENT TIME SHOULD BE ALLOWED FOR THE DELIVERY OF THESE DOCUMENTS PRIOR
TO THE EXPIRATION TIME.
Upon surrender of this Subscription Form and the Stock Purchase Warrant,
and payment of the subscription price as provided therein, the Company will
issue the number of shares of Common Stock subscribed for, and such persons
or entities will thereupon become shareholders of the Company. If a lesser
number of shares is subscribed for than the number of shares described in the
Stock Purchase Warrant, the Company shall issue a further Stock Purchase
Warrant in respect of the unsubscribed shares of Common Stock not subscribed
for hereby.
-6-
<PAGE>
EXHIBIT 4.4
STOCK PURCHASE WARRANT
----------------------
ONE HUNDRED THOUSAND (100,000) WARRANTS
TO PURCHASE COMMON STOCK OF
JAVA CENTRALE, INC.
THIS WARRANT IS TO CERTIFY THAT JAVA CENTRALE, INC., a California
corporation (the "Company") has, effective as of January 1, 1996, authorized
the issuance to EDWARD T. PEABODY, an individual resident of the State of
California ("Mr. Peabody"), of rights to purchase (the "Warrants") an
aggregate of One Hundred Thousand (100,000) fully-paid and non-assessable
shares of the no par value Common Stock of the Company (the "Warrant
Shares"), on the basis of one Share for each Warrant, exercisable at any time
prior to 5:00 PM, California time, on December 31, 2000 (the "Expiration
Time"), at the principal office of the Company, on payment of the price per
Share specified in Section 2 of this Warrant and subject to the terms and
conditions governing this Warrant hereinafter expressed.
THIS IS TO CERTIFY ALSO THAT, for value received, the Company agrees,
subject to the terms and conditions hereinafter expressed, to sell and
deliver to Mr. Peabody 100,000 fully-paid and nonassessable Warrants.
This Warrant is nontransferable, shall be subject to all of the terms
hereof as set forth below, and shall become void, and terminate and lapse, at
the Expiration Time, after which this Warrant shall be of no further force
nor effect.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by the undersigned, duly authorized thereunto.
DATED as of January 1, 1996.
JAVA CENTRALE, INC.
By: /S/ GARY C. NELSON
------------------
Gary C. Nelson
Its President
<PAGE>
WARRANTS TO PURCHASE COMMON STOCK
The terms and conditions with respect to the holding and exercise of
these Stock Purchase Warrants are as follows.
1. NUMBER OF SHARES ACQUIRABLE UPON EXERCISE; CERTAIN ADJUSTMENTS.
(a) Mr. Peabody shall be initially entitled to receive, upon
exercise hereof, up to One Hundred Thousand (100,000) shares of the Company's
Common Stock, subject, however, to adjustment as provided below.
(b) If, following the date hereof and prior to the Expiration Time
(as defined below), the outstanding shares of the Company's Common Stock
shall be increased or decreased through a stock split, stock dividend, stock
consolidation, or otherwise, without consideration to the Company, an
appropriate and proportionate adjustment shall be made in the number and kind
of shares as to which the Warrants may be exercised. By way of example only,
if the Company should undergo a two-for-one stock split of its outstanding
shares of Common Stock, the number of shares for which the Warrants may be
exercised would thereupon increase to 200,000 shares.
(c) Any increase or decrease in the number of shares obtainable
through the exercise of the Warrants shall become effective immediately
following the effective time of the stock split or consolidation causing such
increase or decrease, or in the case of an increase required by a stock
dividend, shall become effective as of the payment or distribution date of
such dividend.
(d) No fractional shares of stock shall be issued or made
available under the this Warrant on account of any such adjustment, and
fractional share interests shall be disregarded.
2. EXERCISE PRICE; ADJUSTMENT IN CERTAIN EVENTS.
(a) The Warrants shall be initially exercisable for the purchase
price of Two Dollars and Seventy-Five Cents ($2.75) per Share, subject to the
adjustments set forth below (the "Exercise Price"). The Exercise Price shall
remain unchanged until the occurrence of one of the events described in
Section 1(b), above.
(b) In the event of a change in the number of shares of Common
Stock which may be caused by any event described in Section 1(b), above, a
corresponding adjustment changing the exercise price per share of Common
Stock attributable to any unexercised Warrants shall likewise be made. By
way of example, only, if the Company should undergo a two-for-one stock split
of its outstanding shares of Common Stock as described in Section 1(b),
above, then in addition to the change in number of shares for which the
Warrants may be exercised as
-2-
<PAGE>
described in Section 1(b), the Exercise Price for each share of Common Stock
for which a Warrant may thereafter be exercised would be reduced to One
Dollar and Thirty-Seven and One-Half Cents ($1.375).
3. METHOD OF EXERCISE. Mr. Peabody may exercise its right to
purchase Warrant Shares pursuant to this Warrant at any time prior to the
Expiration Time, by (a) completing in the manner indicated, and executing,
the attached Subscription Form for that number of Warrant Shares which it is
entitled, and desires, to purchase; (b) surrendering the Warrant to the
Company at its principal place of business in Sacramento, California; and (c)
paying the appropriate purchase price for the Warrant Shares(rounded to the
nearest whole cent), by cash, money order, bank draft, or certified check,
payable to the Company at its principal place of business in Sacramento,
California. Upon such surrender and payment, the Company will issue to Mr.
Peabody the number of Warrant Shares so subscribed for.
4. EFFECT OF EXERCISE. Upon surrender of this Warrant and due
payment of the Exercise Price, the Company will issue to Mr. Peabody the
number of shares of Common Stock subscribed for, and Mr. Peabody will be a
shareholder of the Company in respect of such Common Stock as of the date on
which the shares representing such Common Stock are issued by the Company's
Transfer Agent and Registrar.
5. NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE. Mr. Peabody shall not
be considered to be a shareholder of the Company for any purpose until the
exercise of the Warrant as provided herein and the due and formal issuance of
Warrant Shares by the Company's Transfer Agent and Registrar thereupon.
6. NO RIGHTS AFTER THE EXPIRATION TIME. Nothing contained in this
Warrant, or in any instrument evidencing the Warrant, shall confer on any
person or entity any right to subscribe for or purchase, after the Expiration
Time, any security of or issued by the Company. From and after the
Expiration Time, this Warrant and all rights hereunder shall be valueless,
unexercisable, void, and of no further force or effect.
7. NONTRANSFERABILITY. This Warrant shall not be transferrable, and
any attempt to sell, assign, transfer, hypothecate, or otherwise convey or
encumber any interest herein or therein shall be void. The Company shall
have no obligation to recognize any such sale, assignment, transfer,
hypothecation, or other conveyance or encumbrance, to reflect such
transaction on the official records of the Company, or to issue Warrants or
shares of its Common Stock to any party in violation of this provision.
8. SUBDIVISION. This Warrant may be divided and subdivided into two
or more certificates, evidencing the total number of Warrants provided
herein, upon written demand
-3-
<PAGE>
therefor delivered to the Company. This Warrant may be exercised for all or
any part of the Warrant Shares, and in such event the Company shall issue a
new Warrant Certificate, evidencing the balance of the Warrant Shares not
previously subscribed for. Notwithstanding the foregoing sentences, however,
no Warrant Certificate shall be issued, and no exercise of a Warrant shall be
permitted, involving any fraction of one Share.
9. MISCELLANEOUS.
(a) This Warrant shall be governed by and construed in accordance
with the internal laws of the State of California, without reference to the
choice of laws provisions thereof.
(b) The captions set forth in this Warrant are for convenience
only, and shall not be used in the construction hereof.
(c) If this Warrant, or any paragraph, sentence, term, or
provision hereof, is invalidated on any ground by any court of competent
jurisdiction, the remainder hereof shall, notwithstanding such invalidation,
remain in full force in effect, and each other provision of this Warrant
shall thereafter be construed and enforced in such a manner as to give the
fullest possible effect to the intention and purposes expressed herein.
-4-
<PAGE>
JAVA CENTRALE, INC.
WARRANT SUBSCRIPTION FORM
Stock Purchase Warrants dated as of January 1, 1996
TO: Java Centrale, Inc.
ATTENTION: Chief Financial Officer
1610 Arden Way, Suite 145
Sacramento, CA 95815
RE: Exercise of Stock Purchase Warrants
Pursuant to the terms of that certain Stock Purchase Warrant, dated as
of January 1, 1996 (the "Warrant"), which Warrant is attached to this
Subscription Form, the undersigned hereby subscribes for whole shares
of the Company's no par value Common Stock, at a price of $ per share
or at such other price as may be applicable in accordance with the terms of
the Warrant.
TOTAL SUBSCRIPTION PRICE: $______________
The undersigned hereby directs and requires that the shares of Common
Stock being subscribed for hereby be issued and delivered as follows:
Full Name of Shareholder:_________________________
Full Address: ___________________________________________
___________________________________________
___________________________________________
Number of Shares for Which Subscribed:_________________
DATED: __________________
___________________________
EDWARD T. PEABODY
SEE REVERSE FOR IMPORTANT INFORMATION
-5-
<PAGE>
IMPORTANT INFORMATION
NOTE: This Subscription Form must be signed and accompanied by payment
to Java Centrale, Inc., in full, of the appropriate subscription price, in
cash or by money order, bank draft, or certified check, payable to the
Company at its principal place of business in Sacramento, California, and
must be received by the Company prior to 5:00 PM, California time, on
December 31, 2000 (the "Expiration Time"), after which time all rights
represented by the attached Stock Purchase Warrant will expire.
JAVA CENTRALE, INC. ACCEPTS NO RESPONSIBILITY FOR THE DELIVERY TO IT OF
THIS SUBSCRIPTION FORM OR THE ACCOMPANYING STOCK PURCHASE AGREEMENT.
SUFFICIENT TIME SHOULD BE ALLOWED FOR THE DELIVERY OF THESE DOCUMENTS PRIOR
TO THE EXPIRATION TIME.
Upon surrender of this Subscription Form and the Stock Purchase Warrant,
and payment of the subscription price as provided therein, the Company will
issue the number of shares of Common Stock subscribed for, and such persons
or entities will thereupon become shareholders of the Company. If a lesser
number of shares is subscribed for than the number of shares described in the
Stock Purchase Warrant, the Company shall issue a further Stock Purchase
Warrant in respect of the unsubscribed shares of Common Stock not subscribed
for hereby.
-6-
<PAGE>
November 18, 1996
Board of Directors
Java Centrale, Inc.
1610 Arden Way, Suite 266
Sacramento, CA 95815
RE: Certain Stock Purchase Warrants
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We are acting as your counsel in connection with the registration, under
the Securities Act of 1933, as amended (the "Act"), of 1,300,000 shares of
the no par value Common Stock (the "Shares") of Java Centrale, Inc. (the
"Company"), which may be issued pursuant to (a) that certain Stock Purchase
Warrant, dated as of January 1, 1996, issued by the Company to Edward T.
Peabody, and (b) those certain Stock Purchase Warrants, each dated as of
September 30, 1996, issued by the Company to each of Richard D. Shannon, Gary
C. Nelson, and Steven J. Orlando (together, the "Warrants"). A Registration
Statement on Form S-8 is proposed to be filed under the Act with respect to
the Shares, and this opinion is proposed to be filed as an exhibit thereto.
In connection with such registration, we have examined the Registration
Statement, the Warrants, and such other documents as we deemed necessary in
order to form the opinions herein expressed. As to various questions of fact
material to such opinions, where relevant facts were not independently
verified, we have relied upon statements of the Company's officers and
representations of the individual Warrant recipients, and we have assumed the
genuineness of all documents, and copies of documents, provided to us by the
Company.
Based upon and subject to the foregoing, after having given due regard
to such issues of law as we have deemed relevant and assuming that (i) the
Registration Statement becomes and remains effective, (ii) the prospectus
delivered to the recipients of the Warrants, and the Company's delivery
procedures, fulfill all the requirements of the Act through all periods
relevant to this opinion, and (iii) all issuances of the Shares are made in
compliance with the Warrants, the Blue Sky Laws of any states
<PAGE>
having jurisdiction over such issuances, and the Act, we are of the opinion
that the Shares, when issued, will be validly issued, fully paid, and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of Section 7 of the Securities
Act of 1933, as amended.
This opinion is furnished solely in connection with the Registration
Statement, and may not be used for any other purpose without our express
written consent.
Very truly yours,
ROSENBLUM, PARISH & ISAACS, PC
By: /S/ PHILIP S. BOONE, JR.
--------------------------
A Member of the Firm
<PAGE>
EXHIBIT 24.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We have issued our report dated June 18, 1996 (except for note W, to which
the date is July 11, 1996) accompanying the financial statements of Java
Centrale, Inc. appearing in the Company's Annual Report on Form 10-K for the
year ended March 31, 1996 which are incorporated by reference in this
Registration Statement. We consent to the incorporation by reference in this
Registration Statement of the aforementioned report.
GRANT THORNTON, LLP
Sacramento, California
November 14, 1995
