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` As filed with the Securities and Exchange Commission on April 3, 1997
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)
STOCK PURCHASE WARRANTS
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(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
Purchase
Warrants 1,800,000 N/A N/A N/A
Common
Stock 1,800,000 $0.44 $787,500 $272.00
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(1) Estimated solely for the purpose of determining the registration fee,
based, in accordance with Rule 457(h)(1), on the average of high and low
prices at which the Registrant's Common Stock was sold on April 1, 1997.
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
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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 for the fiscal year ending March 31, 1996, as amended
by the Registrant's Form 10-K/A and 10-K/A2 for the same period, (b) all other
reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") since the end of the fiscal year
covered by the Annual Report referred to in (a) above, and (c) the description
of the Registrant's Common Stock contained in its Registration Statement on Form
S-1 (Registration No. 33-76528) filed on March 17, 1994, including any amendment
or report filed for the purpose of updating such description.
ITEM 4. Description of Securities
The securities being registered hereby include up to 1,800,000 shares of
Common Stock which may be obtained by One Capital Corporation, a Florida
corporation ("OCC"), the holder of the warrants described in Section 4.2 below,
through the exercise of an equal number of stock purchase warrants more fully
described below, as well as the warrants themselves. The shares of Common Stock
being registered hereby include only those shares which may be obtained by OCC
through the exercise of the stock purchase warrants which are described in
paragraph 4.2, below. The warrants do not contain anti-dilution provisions.
4.1 COMMON STOCK. The Registrant's Common Stock is registered under
Section 12 of the Exchange Act.
4.2 STOCK PURCHASE WARRANTS. The securities being registered hereby
include three separate but related non-transferrable stock purchase warrants
(collectively, the "OCC Warrants"), each dated as of February 20, 1997, which
were issued by the Company to OCC pursuant to that certain Corporate Development
Agreement, dated as of February 4, 1997, between the Company and OCC (the
"Development Agreement"). The Development Agreement requires OCC to provide the
Registrant, for a period of twelve months commencing on February 4, 1997,
certain consulting and advisory services in connection with the implementation
of the Company's efforts to develop its business, assess its business strategy,
and pursue various types of business transactions. None of the consulting
services provided by OCC pursuant to the Development Agreement have been, or are
expected to be, rendered in connection with the offer or sale of any securities
of the Registrant in a capital-raising transaction.
Each of the three OCC Warrants specifies the price at which the
Registrant's Common Stock may be purchased pursuant thereto (the "Warrant
Exercise Price"). In each case, however, the Warrant
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Exercise Prices are subject to adjustment in the event that: (i) the outstanding
shares of the Company's Common Stock are increased through a stock split, stock
dividend, stock consolidation, or otherwise, without consideration to the
Company, or (ii) the number of outstanding non-restricted shares of the
Company's Common Stock, plus all outstanding options, warrants, and other rights
to acquire such shares in the future (the "Outstanding Shares") are otherwise
increased, EXCEPT with respect to (a) any shares of Common Stock (or rights
to acquire such shares) issued pursuant to any transaction for which OCC
receives a fee payment pursuant to the Development Agreement, (b) any other
right to acquire common shares which may have been issued and outstanding as of
the date of the Development Agreement, or (c) any shares or warrants issued to
OCC pursuant to the OCC Agreement, including pursuant to the Warrants
themselves. If such an event takes place, an appropriate and proportionate
adjustment must be made to the per share exercise price attributable to any
unexercised portion of the respective OCC Warrants.
4.2.1 THE A WARRANT. (a) The first of the OCC Warrants referred to
above (the "A Warrant"), represents the right to purchase up to 600,000 shares
of the Registrant's Common Stock (the "A Warrant Shares"). Under the terms of
the A Warrant, OCC has the right to purchase A Warrant Shares at the following
exercise prices (the "A Warrant Exercise Prices"):
(i) up to 300,000 shares of Common Stock at an exercise price equal
to sixty percent (60%) of the closing bid price per share for the
Registrant's Common Stock on the NASD Small-Cap Market List (or such other
principal market or quotation system quoting a price for the Common Stock
on the date on which the price is to be determined) on the last trading
date prior to the date on which OCC notifies the Registrant of its
intention to exercise such A Warrants (the "Closing Bid Price"), and
(ii) up to an additional 300,000 of the A Warrants shall be
exercisable at an exercise price equal to seventy-five percent (75%) of
the Closing Bid Price.
(b) The A Warrants are effective and exercisable for a period of one
hundred twenty (120) days, commencing with the first business day falling after
the later to occur of (i) the date of effectiveness of a Registration Statement
on Form S-8, covering the A Warrants and the A Warrant Shares, to be filed with
the United States Securities and Exchange Commission (the "Filing Date"), or
(ii) the date on which American Stock Transfer & Trust Company or (if different)
the Registrant's then-current New York City-based transfer agent (the "Transfer
Agent") notifies OCC that it has received all documents required for the
issuance of A Warrant
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Shares upon exercise of the A Warrants; and shall end at 5:00 PM, San Francisco
time, on the last of the aforementioned 120 days.
(c) The Registrant has the right, in its discretion, to require OCC,
upon the Registrant's written notice thereof, to exercise any or all of the A
Warrants described herein which may remain unexercised as of the date of such
notice; PROVIDED, HOWEVER, that such written notice must be given to OCC not
less than thirty (30) days after the Filing Date. If the Registrant gives OCC
such a written notice, OCC must exercise any remaining unexercised A Warrants
within ten (10) business days after the date thereof.
4.2.2 THE B WARRANT. (a) The second Stock Purchase Warrant referred
to above (the "B Warrant"), represents the right to purchase up to 600,000
shares of the Registrant's Common Stock (the "B Warrant Shares"). Under the
terms of the B Warrant, OCC has the right to purchase up to 600,000 shares of
Common Stock at a purchase price equal to Seventy-Five Cents ($0.75) per B
Warrant Share (the "B Warrant Exercise Price").
(b) The B Warrants will be effective and exercisable for a period of one
hundred twenty (120) days, commencing with the first business day falling after
the due exercise or expiration of all of the A Warrants and ending at 5:00 PM,
San Francisco time, on the last of the aforementioned 120 days.
4.2.3 THE C WARRANT. (a) The third and final Stock Purchase Warrant
referred to above (the "C Warrant") represents the right to purchase up to
600,000 shares of Common Stock (the "C Warrant Shares") at a purchase price
equal to Seventy-Five Cents ($0.75) per C Warrant Share (the "C Warrant Exercise
Price").
(b) The C Warrants will be effective and exercisable for a period of one
hundred twenty (120) days, commencing with the first business day falling after
the due exercise or expiration of all of the B Warrants and ending at 5:00 PM,
San Francisco time, on the last of the aforementioned 120 days.
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.
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Article VI of the Registrant's Articles provides that the Registrant is
authorized to indemnify its directors and officers to the fullest extend
permissible under California law.
Article VI of the Registrant's Bylaws provides, with certain
qualifications, that the Registrant shall have the power to indemnify any
person, who is or is threatened to 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 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
Not Applicable.
ITEM 8. Exhibits.
4.1 A Stock Purchase Warrant, dated February 20, 1997, issued by
the Registrant to One Capital Corporation, Inc.
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4.2 B Stock Purchase Warrant, dated February 20, 1997, issued by
the Registrant to One Capital Corporation, Inc.
4.3 C Stock Purchase Warrant, dated February 20, 1997, issued by
the Registrant to One Capital Corporation, Inc.
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 hereby undertakes:
(1) To file, during any period in which offers or sales 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, as amended (the "Securities Act");
(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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
section of the effective 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) do not
apply if the information required to be included
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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 Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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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 April 2, 1997.
JAVA CENTRALE, INC.
By: /S/ GARY C. NELSON
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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)
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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.
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 April 2, 1997
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Kevin R. Baker
/S/ LYLE P. EDWARDS Director April 2, 1997
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Lyle P. Edwards
/S/ GARY C. NELSON Director and April 2, 1997
- ------------------------- President
Gary C. Nelson
/S/ RICHARD D. SHANNON Director April 2, 1997
- ------------------------- and Chairman
Richard D. Shannon of the Board
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INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 A Stock Purchase Warrant, dated February 20, 1997, issued by the
Registrant to One Capital Corporation, Inc.
4.2 B Stock Purchase Warrant, dated February 20, 1997, issued by the
Registrant to One Capital Corporation, Inc.
4.3 C Stock Purchase Warrant, dated February 20, 1997, issued by the
Registrant to One Capital Corporation, Inc.
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
SIX HUNDRED THOUSAND (600,000) WARRANTS
TO PURCHASE COMMON STOCK OF
JAVA CENTRALE, INC.
THIS STOCK PURCHASE WARRANT IS TO CERTIFY THAT JAVA CENTRALE, INC., a
California corporation (the "Company") has, effective as of February 19, 1997,
authorized the issuance to ONE CAPITAL CORPORATION, a Colorado corporation
("OCC"), of rights to purchase (the "A Warrants") an aggregate of Six Hundred
Thousand (600,000) fully-paid and non-assessable shares of the no par value
Common Stock of the Company (the "A Warrant Shares"), on the basis of one Share
for each A Warrant, exercisable at any time prior to 5:00 PM, California time,
on the date specified in Section 2 of this Stock Purchase Warrant (the
"Expiration Time"), at the principal office of the Company, on payment of the
price per Share specified in Section 3 of this Stock Purchase Warrant and
subject to the terms and conditions governing hereinafter expressed. This Stock
Purchase Warrant has been issued by the Company in accordance with paragraph
1(a) of the "Compensation" section of that certain Corporate Development
Agreement, dated as of February 4, 1997, between the Company and OCC (the "OCC
Agreement").
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 OCC up to 600,000 fully-paid and nonassessable shares of the Common Stock of
the Company upon due exercise of and payment for the A Warrants.
This Stock Purchase Warrant is, and the A Warrants are, 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 Stock
Purchase Warrant, and the A Warrants, shall be of no further force nor effect.
IN WITNESS WHEREOF, the Company has caused this Stock Purchase Warrant to
be executed by the undersigned, duly authorized thereunto.
DATED as of February 20, 1997.
JAVA CENTRALE, INC.
By: /S/ GARY C. NELSON
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Gary C. Nelson
Its President
<PAGE>
WARRANTS TO PURCHASE COMMON STOCK
The terms and conditions with respect to the holding and exercise of the A
Warrants are as follows.
1. NUMBER OF SHARES ACQUIRABLE UPON EXERCISE; CERTAIN ADJUSTMENTS.
OCC shall be initially entitled to receive, upon exercise hereof, up
to Six Hundred Thousand (600,000) shares of the Company's no par value Common
Stock (the "A Warrant Shares").
2. TERM OF THE A WARRANTS. The A Warrants shall be effective and
exercisable for a period of one hundred twenty (120) days. The said period shall
commence with the first business day falling after the later to occur of (a) the
date of effectiveness of a Registration Statement on Form S-8, covering the A
Warrants and the A Warrant Shares, to be filed with the United States Securities
and Exchange Commission (the "Filing Date"), or (b) the date on which American
Stock Transfer & Trust Company or (if different) the Company's then-current New
York City-based transfer agent (the "Transfer Agent") shall notify OCC that it
has received all documents required for the issuance of shares upon exercise of
the A Warrants; and shall end at 5:00 PM, San Francisco time, on the last of
the aforementioned 120 days (the "Expiration Time").
3. EXERCISE PRICE. The exercise price of the A Warrants (the
"Exercise Price") shall be as follows,
(a) Three hundred thousand (300,000) of the A Warrants shall be
exercisable at an exercise price equal to sixty percent (60%) of the closing bid
price per share for the Company's Common Stock on the NASD Small-Cap Market List
(or such other principal market or quotation system quoting a price for the
Common Stock on the date on which the price is to be determined) on the last
trading date prior to the date on which OCC notifies the Company of its
intention to exercise such A Warrants.
(b) The remaining three hundred thousand (300,000) of the A
Warrants shall be exercisable at an exercise price equal to seventy-five percent
(75%) of the closing bid price per share for the Company's Common Stock on the
NASD Small-Cap Market List (or such other principal market or quotation system
quoting a price for the Common Stock on the date on which the price is to be
determined) on the last trading date prior to the date on which OCC notifies the
Company of its intention to exercise such A Warrants.
(c) If, following the date hereof and prior to the Expiration
Time, any of the following events shall take place, an appropriate and
proportionate adjustment shall be made in the Exercise Price:
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(i) the Outstanding Shares (as defined below) 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, or
(ii) the number of Outstanding Shares shall be otherwise increased,
OTHER THAN with respect to (a) any common shares (or rights to acquire
common shares) issued pursuant to any transaction for which OCC receives a
fee payment pursuant to the OCC Agreement, (b) any other right to acquire
common shares which may have been issued and outstanding as of the date of
the OCC Agreement, or (c) any shares or warrants (including the A
Warrants) issued to OCC pursuant to the OCC Agreement; and
(iii) for purposes of this Section 3(c), the term "Outstanding
Shares" shall mean all outstanding non-restricted shares of the Company's
Common Stock plus all outstanding options, warrants, and other rights to
acquire such shares in the future.
By way of example, only, if the total number of Outstanding Shares is
increased by five percent (5%) by means of a stock split, or as a result of the
issuance of new rights to acquire shares other than as described in clauses (a)
or (b) of Paragraph (c)(ii), above, then the Exercise Price for all subsequent
exercises of this A Warrant shall be reduced by five percent (5%). No such event
would affect the total number of shares which the Company would be required to
issue pursuant to the A Warrants, however.
4. METHOD OF EXERCISE.
(a) OCC shall have the right to exercise any or all of the A
Warrants from time to time during the term hereof (as described in Section 2,
above) at its discretion, in any order and in any amount, up to the full number
of the A Warrants.
(b) Payment of the Exercise Price for A Warrant Shares shall be
made by cashier's check or wire transfer, directed to the Company at its
principal place of business in Sacramento, California.
(c) OCC may, upon written notice including the attached
Subscription Form (delivered to the Company not less than three (3) business
days prior to the date of payment for the A Warrant Shares in question), request
delivery of any A Warrant Shares in certificate form. In such event, stock
certificates representing the A Warrant Shares being so issued shall be prepared
in advance by the Transfer Agent, in denominations as reasonably designated by
OCC, and held by the Transfer Agent for delivery to OCC upon payment of the
Exercise Price. When such certificates have been duly prepared, the Transfer
Agent shall notify the Company and OCC of that fact by sending them copies of
both sides of such certificates, via facsimile. Immediately upon notification to
the Transfer Agent that the Company has received a certified check or bank
evidence of a wire transfer of funds in payment of the Exercise Price for the A
Warrant Shares in question, the Transfer Agent shall deliver the appropriate
share certificates to OCC, via messenger.
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(d) If the Transfer Agent participates in the Depository Trust
Company ("DTC") electronic transfer system, OCC may in its sole discretion, upon
written notice including the attached Subscription Form (delivered to the
Company not less than one (1) business day prior to the date of payment for the
A Warrant Shares in question), request electronic transfer of the A Warrant
Shares. In such event, an authorized officer of the Company shall, immediately
upon receipt by the Company of a certified check or bank evidence of a wire
transfer of funds in payment of the Exercise Price for the A Warrant Shares in
question, send the Transfer Agent, via facsimile, a letter of direction ordering
the Transfer Agent to execute same-day electronic transfer of the said A Warrant
Shares as previously directed by OCC.
5. EFFECT OF EXERCISE. Upon surrender of this Stock Purchase
Warrant and due payment of the Exercise Price, the Company shall issue to OCC
the number of shares of Common Stock subscribed for, and OCC will be a
shareholder of the Company in respect of such A Warrant Shares as of the date on
which the certificates representing such Common Stock are issued by the
Company's Transfer Agent as provided herein.
6. THE COMPANY'S RIGHT TO PUT THE A WARRANTS TO OCC. The Company
shall have the right, in its discretion, to require OCC, upon the Company's
written notice thereof, to exercise any or all of the A Warrants described
herein which may remain unexercised as of the date of such notice; PROVIDED,
HOWEVER, that such written notice must be given to OCC not less than thirty
(30) days after the Filing Date. If the Company gives OCC such a written notice,
OCC must exercise any remaining unexercised A Warrants within ten (10) business
days after the date thereof.
7. NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE. OCC shall not be
considered to be a shareholder of the Company for any purpose with respect to
any given A Warrant until the exercise of such A Warrant as provided herein and
the due and formal issuance of the related A Warrant Shares by the Company's
Transfer Agent as provided herein.
8. NO RIGHTS AFTER THE EXPIRATION TIME. Nothing contained in this
Stock Purchase Warrant, or in any instrument evidencing any A 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 Stock Purchase Warrant and the A Warrants, and all rights
otherwise conferred hereunder and thereunder shall be valueless, unexercisable,
void, and of no further force or effect.
9. NONTRANSFERABILITY. This Stock Purchase Warrant, and the A
Warrants represented hereby, 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;
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or to issue A Warrants or shares of its Common Stock to any party attempting to
exercise an A Warrant in violation of this provision.
10. SUBDIVISION. This Stock Purchase Warrant may be divided and
subdivided into two or more certificates, evidencing in the aggregate the total
number of A Warrants provided herein, upon written demand therefor delivered to
the Company. This Stock Purchase Warrant may be exercised for all or any part of
the A Warrant Shares, at the discretion of OCC. Notwithstanding the foregoing
sentences, however, no new Stock Purchase Warrant shall be issued, and no
exercise of an A Warrant shall be permitted, involving any fraction of one share
of Common Stock.
11. NO REGULATION S TRANSACTIONS. Until the expiration of the term
described in Section 2, above, the Company shall not issue any shares of Company
Common Stock, or any rights to obtain shares of such Common Stock, pursuant to
or in reliance upon the exemption from registration under the Securities Act of
1933 which is provided by Regulation S adopted thereunder, unless either (a) the
Company repurchases all of OCC's unexercised warrants hereunder for fifty
percent (50%) of the then-applicable warrant price thereof, or (b) OCC otherwise
gives its written approval of such an issuance.
12. MISCELLANEOUS.
(a) This Stock Purchase Warrant, and the A Warrants themselves,
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 Stock Purchase Warrant are for
convenience only, and shall not be used in the construction hereof.
(c) If this Stock Purchase 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
Stock Purchase 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.
-5-
<PAGE>
JAVA CENTRALE, INC.
A WARRANT SUBSCRIPTION FORM
Stock Purchase Warrants dated as of February 20, 1997
TO: Java Centrale, Inc.
ATTENTION: Chief Financial Officer
1610 Arden Way, Suite 145
Sacramento, CA 95815
RE: Exercise of A Stock Purchase Warrants
Pursuant to the terms of that certain Stock Purchase Warrant, dated as of
February 20, 1997 (the "A Warrant"), which A 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 A
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: _____________
ONE CAPITAL CORPORATION
_____________________________
By: _________________________
Its ___________________
SEE REVERSE FOR IMPORTANT INFORMATION
-6-
<PAGE>
NOTE: This Subscription Form must be signed and accompanied by payment to
Java Centrale, Inc., in full, of the appropriate subscription price, via
cashier's check or wire transfer, 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 the date specified in Section 2 of the Stock
Purchase Warrant (the "Expiration Time"), after which time all rights
represented by the attached Stock Purchase A Warrant will expire.
JAVA CENTRALE, INC. ACCEPTS NO RESPONSIBILITY FOR THE DUE DELIVERY TO IT
OF THIS SUBSCRIPTION FORM OR THE ACCOMPANYING STOCK PURCHASE WARRANT. 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.
-7-
<PAGE>
EXHIBIT 4.2
STOCK PURCHASE WARRANT
SIX HUNDRED THOUSAND (600,000) WARRANTS
TO PURCHASE COMMON STOCK OF
JAVA CENTRALE, INC.
THIS STOCK PURCHASE WARRANT IS TO CERTIFY THAT JAVA CENTRALE, INC., a
California corporation (the "Company") has, effective as of February 20, 1997,
authorized the issuance to ONE CAPITAL CORPORATION, a Colorado corporation
("OCC"), of rights to purchase (the "B Warrants") an aggregate of Six Hundred
Thousand (600,000) fully-paid and non-assessable shares of the no par value
Common Stock of the Company (the "B Warrant Shares"), on the basis of one Share
for each B Warrant, exercisable at any time prior to 5:00 PM, California time,
on the date specified in Section 2 of this Stock Purchase Warrant (the
"Expiration Time"), at the principal office of the Company, on payment of the
price per Share specified in Section 3 of this Stock Purchase Warrant and
subject to the terms and conditions governing the B Warrants hereinafter
expressed. This Stock Purchase Warrant has been issued by the Company in
accordance with paragraph 1(b) of the "Compensation" section of that certain
Corporate Development Agreement, dated as of February 4, 1997, between the
Company and OCC (the "OCC Agreement").
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 OCC up to 300,000 fully-paid and nonassessable shares of the Common Stock of
the Company upon due exercise of and payment for the B Warrants.
This Stock Purchase Warrant is, and the B Warrants are, 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 Stock
Purchase Warrant, and the B Warrants, shall be of no further force nor effect.
IN WITNESS WHEREOF, the Company has caused this Stock Purchase Warrant to
be executed by the undersigned, duly authorized thereunto.
DATED as of February 20, 1997.
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 the B
Warrants are as follows.
1. NUMBER OF SHARES ACQUIRABLE UPON EXERCISE; CERTAIN ADJUSTMENTS.
OCC shall be initially entitled to receive, upon exercise hereof, up
to Six Hundred Thousand (600,000) shares of the Company's no par value Common
Stock (the "B Warrant Shares").
2. TERM OF THE B WARRANTS. The B Warrants shall be effective and
exercisable for a period of one hundred twenty (120) days, commencing with the
first business day falling after the due exercise or expiration of all of the A
Warrants issued by the Company pursuant to the OCC Agreement and ending at 5:00
PM, San Francisco time, on the last of the aforementioned 120 days (the
"Expiration Time").
3. EXERCISE PRICE; ADJUSTMENT IN CERTAIN EVENTS.
(a) The exercise price of the B Warrants shall be equal to
Seventy-Five Cents ($0.75) per B Warrant Share (the "Exercise Price"). The
Exercise Price shall remain unchanged until the occurrence of one of the events
specified below.
(b) If, following the date hereof and prior to the Expiration
Time, any of the following events shall take place, an appropriate and
proportionate adjustment shall be made in the Exercise Price:
(i) the Outstanding Shares (as defined below) 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, or
(ii) the number of Outstanding Shares shall be otherwise increased,
OTHER THAN with respect to (a) any common shares (or rights to acquire
common shares) issued pursuant to any transaction for which OCC receives a
fee payment pursuant to the OCC Agreement, (b) any other right to acquire
common shares which may have been issued and outstanding as of the date of
the OCC Agreement, or (c) any shares or warrants (including the B
Warrants) issued to OCC pursuant to the OCC Agreement; and
(iii) for purposes of this Section 3(c), the term "Outstanding
Shares" shall mean all outstanding non-restricted shares of the Company's
Common Stock plus all outstanding options, warrants, and other rights to
acquire such shares in the future.
-2-
<PAGE>
By way of example, only, if the total number of Outstanding Shares is
increased by five percent (5%) by means of a stock split, or as a result of the
issuance of new rights to acquire shares other than as described in clauses (a)
or (b) of Paragraph (c)(ii), above, then the Exercise Price for all subsequent
exercises of this B Warrant shall be reduced by five percent (5%). No such event
would affect the total number of shares which the Company would be required to
issue pursuant to the B Warrants, however.
4. METHOD OF EXERCISE.
(a) OCC shall have the right to exercise any or all of the B
Warrants from time to time during the term hereof (as described in Section 2,
above) at its discretion, in any order and in any amount, up to the full number
of the B Warrants.
(b) Payment of the Exercise Price for B Warrant Shares shall be
made by cashier's check or wire transfer, directed to the Company at its
principal place of business in Sacramento, California.
(c) OCC may, upon written notice including the attached
Subscription Form (delivered to the Company not less than three (3) business
days prior to the date of payment for the B Warrant Shares in question), request
delivery of any B Warrant Shares in certificate form. In such event, stock
certificates representing the B Warrant Shares being so issued shall be prepared
in advance by the Transfer Agent, in denominations as reasonably designated by
OCC, and held by the Transfer Agent for delivery to OCC upon payment of the
Exercise Price. When such certificates have been duly prepared, the Transfer
Agent shall notify the Company and OCC of that fact by sending them copies of
both sides of such certificates, via facsimile. Immediately upon notification to
the Transfer Agent that the Company has received a certified check or bank
evidence of a wire transfer of funds in payment of the Exercise Price for the B
Warrant Shares in question, the Transfer Agent shall deliver the appropriate
share certificates to OCC, via messenger.
(d) If the Transfer Agent participates in the Depository Trust
Company ("DTC") electronic transfer system, OCC may in its sole discretion, upon
written notice including the attached Subscription Form (delivered to the
Company not less than one (1) business day prior to the date of payment for the
B Warrant Shares in question), request electronic transfer of the B Warrant
Shares. In such event, an authorized officer of the Company shall, immediately
upon receipt by the Company of a certified check or bank evidence of a wire
transfer of funds in payment of the Exercise Price for the B Warrant Shares in
question, send the Transfer Agent, via facsimile, a letter of direction ordering
the Transfer Agent to execute same-day electronic transfer of the said B Warrant
Shares as previously directed by OCC.
-3-
<PAGE>
5. EFFECT OF EXERCISE. Upon surrender of this Stock Purchase
Warrant and due payment of the Exercise Price, the Company shall issue to OCC
the number of shares of Common Stock subscribed for, and OCC will be a
shareholder of the Company in respect of such B Warrant Shares as of the date on
which the certificates representing such Common Stock are issued by the
Company's Transfer Agent as provided herein.
6. NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE. OCC shall not be
considered to be a shareholder of the Company for any purpose with respect to
any given B Warrant Share until the exercise of the related B Warrant and the
due and formal issuance of the said B Warrant Share by the Company's Transfer
Agent as provided herein.
7. NO RIGHTS AFTER THE EXPIRATION TIME. Nothing contained in this
Stock Purchase Warrant, or in any instrument evidencing any B 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 Stock Purchase Warrant and the C Warrants, and all rights
otherwise conferred hereunder and thereunder, shall be valueless, unexercisable,
void, and of no further force or effect.
8. NONTRANSFERABILITY. This Stock Purchase Warrant, and the B
Warrants represented hereby, 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 B Warrants or shares of its Common Stock to any
party attempting to exercise a C Warrant in violation of this provision.
9. SUBDIVISION.This Stock Purchase Warrant may be divided and
subdivided into two or more certificates, evidencing in the aggregate the total
number of B Warrants provided herein, upon written demand therefor delivered to
the Company. This Stock Purchase Warrant may be exercised for all or any part of
the B Warrant Shares, at the discretion of OCC. Notwithstanding the foregoing
sentences, however, no new Stock Purchase Warrant shall be issued, and no
exercise of a B Warrant shall be permitted, involving any fraction of one share
of Common Stock.
10. NO REGULATION S TRANSACTIONS. Until the expiration of the term
described in Section 2, above, the Company shall not issue any shares of Company
Common Stock, or any rights to obtain shares of such Common Stock, pursuant to
or in reliance upon the exemption from registration under the Securities Act of
1933 which is provided by Regulation S adopted thereunder, unless either (a) the
Company repurchases all of OCC's unexercised warrants hereunder for fifty
percent (50%) of the then-applicable warrant price thereof, or (b) OCC otherwise
gives its written approval of such an issuance.
-4-
<PAGE>
11. MISCELLANEOUS.
(a) This Stock Purchase Warrant and the B Warrants themselves,
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 Stock Purchase Warrant are for
convenience only, and shall not be used in the construction hereof.
(c) If this Stock Purchase 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
Stock Purchase 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.
-5-
<PAGE>
JAVA CENTRALE, INC.
B WARRANT SUBSCRIPTION FORM
Stock Purchase Warrants dated as of February 20, 1997
TO: Java Centrale, Inc.
ATTENTION: Chief Financial Officer
1610 Arden Way, Suite 145
Sacramento, CA 95815
RE: Exercise of B Stock Purchase Warrants
Pursuant to the terms of that certain Stock Purchase Warrant, dated as of
February 20, 1997 (the "B Warrant"), which B 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 B
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: _____________
ONE CAPITAL CORPORATION
_____________________________
By: _________________________
Its ___________________
SEE REVERSE FOR IMPORTANT INFORMATION
-6-
<PAGE>
NOTE: This Subscription Form must be signed and accompanied by payment to
Java Centrale, Inc., in full, of the appropriate subscription price, via
cashier's check or wire transfer 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 the date specified in Section 2 of the Stock
Purchase Warrant (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 DUE DELIVERY TO IT
OF THIS SUBSCRIPTION FORM OR THE ACCOMPANYING STOCK PURCHASE WARRANT.
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.
- 7 -
<PAGE>
EXHIBIT 4.3
STOCK PURCHASE WARRANT
SIX HUNDRED THOUSAND (600,000) WARRANTS
TO PURCHASE COMMON STOCK OF
JAVA CENTRALE, INC.
THIS STOCK PURCHASE WARRANT IS TO CERTIFY THAT JAVA CENTRALE, INC., a
California corporation (the "Company") has, effective as of February 20, 1997,
authorized the issuance to ONE CAPITAL CORPORATION, a Colorado corporation
("OCC"), of rights to purchase (the "C Warrants") an aggregate of Six Hundred
Thousand (600,000) fully-paid and non-assessable shares of the no par value
Common Stock of the Company (the "C Warrant Shares"), on the basis of one Share
for each C Warrant, exercisable at any time prior to 5:00 PM, California time,
on the date specified in Section 2 of this C Warrant (the "Expiration Time"), at
the principal office of the Company, on payment of the price per Share specified
in Section 3 of this Stock Purchase Warrant and subject to the terms and
conditions governing the C Warrants hereinafter expressed. This Stock Purchase
Warrant has been issued by the Company in accordance with paragraph 1(b) of the
"Compensation" section of that certain Corporate Development Agreement, dated as
of February 4, 1997, between the Company and OCC (the "OCC Agreement").
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 OCC up to 300,000 fully-paid and nonassessable shares of the Common Stock of
the Company upon due exercise of and payment for the C Warrants.
This Stock Purchase Warrant is, and the C Warrants are, 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 Stock
Purchase Warrant, and the C Warrants, shall be of no further force nor effect.
IN WITNESS WHEREOF, the Company has caused this Stock Purchase Warrant to
be executed by the undersigned, duly authorized thereunto.
DATED as of February 20, 1997.
JAVA CENTRALE, INC.
By: /S/ GARY C. NELSON
-------------------
Gary C. Nelson
<PAGE>
Its President
-2-
<PAGE>
WARRANTS TO PURCHASE COMMON STOCK
The terms and conditions with respect to the holding and exercise of the C
Warrants are as follows.
1. NUMBER OF SHARES ACQUIRABLE UPON EXERCISE; CERTAIN ADJUSTMENTS.
OCC shall be initially entitled to receive, upon exercise hereof, up
to Six Hundred Thousand (600,000) shares of the Company's no par value Common
Stock (the "C Warrant Shares").
2. TERM OF THE C WARRANTS. The C Warrants shall be effective and
exercisable for a period of one hundred twenty (120) days, commencing with the
first business day falling after the due exercise or expiration of all of the B
Warrants issued by the Company pursuant to the OCC Agreement and ending at 5:00
PM, San Francisco time, on the last of the aforementioned 120 days (the
"Expiration Time").
3. EXERCISE PRICE; ADJUSTMENT IN CERTAIN EVENTS.
(a) The exercise price of the C Warrants shall be equal to
Seventy-Five Cents ($0.75) per C Warrant Share (the "Exercise Price"). The
Exercise Price shall remain unchanged until the occurrence of one of the events
specified in below.
(b) If, following the date hereof and prior to the Expiration
Time, any of the following events shall take place, an appropriate and
proportionate adjustment shall be made in the Exercise Price:
(i) the Outstanding Shares (as defined below) 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, or
(ii) the number of Outstanding Shares shall be otherwise increased,
OTHER THAN with respect to (a) any common shares (or rights to acquire
common shares) issued pursuant to any transaction for which OCC receives a
fee payment pursuant to the OCC Agreement, (b) any other right to acquire
common shares which may have been issued and outstanding as of the date of
the OCC Agreement, or (c) any shares or warrants (including the C
Warrants) issued to OCC pursuant to the OCC Agreement; and
(iii) for purposes of this Section 3(c), the term "Outstanding
Shares" shall mean all outstanding non-restricted shares of the Company's
Common Stock plus all outstanding options, warrants, and other rights to
acquire such shares in the future.
-3-
<PAGE>
By way of example, only, if the total number of Outstanding Shares is
increased by five percent (5%) by means of a stock split, or as a result of the
issuance of new rights to acquire shares other than as described in clauses (a)
or (b) of Paragraph (c)(ii), above, then the Exercise Price for all subsequent
exercises of this C Warrant shall be reduced by five percent (5%). No such event
would affect the total number of shares which the Company would be required to
issue pursuant to the C Warrants, however.
4. METHOD OF EXERCISE.
(a) OCC shall have the right to exercise any or all of the C
Warrants from time to time during the term hereof (as described in Section 2,
above) at its discretion, in any order and in any amount, up to the full number
of the C Warrants.
(b) Payment of the Exercise Price for C Warrant Shares shall be
made by cashier's check or wire transfer, directed to the Company at its
principal place of business in Sacramento, California.
(c) OCC may, upon written notice including the attached
Subscription Form (delivered to the Company not less than three (3) business
days prior to the date of payment for the C Warrant Shares in question), request
delivery of any C Warrant Shares in certificate form. In such event, stock
certificates representing the C Warrant Shares being so issued shall be prepared
in advance by the Transfer Agent, in denominations as reasonably designated by
OCC, and held by the Transfer Agent for delivery to OCC upon payment of the
Exercise Price. When such certificates have been duly prepared, the Transfer
Agent shall notify the Company and OCC of that fact by sending them copies of
both sides of such certificates, via facsimile. Immediately upon notification to
the Transfer Agent that the Company has received a certified check or bank
evidence of a wire transfer of funds in payment of the Exercise Price for the C
Warrant Shares in question, the Transfer Agent shall deliver the appropriate
share certificates to OCC, via messenger.
(d) If the Transfer Agent participates in the Depository Trust
Company ("DTC") electronic transfer system, OCC may in its sole discretion, upon
written notice including the attached Subscription Form (delivered to the
Company not less than one (1) business day prior to the date of payment for the
C Warrant Shares in question), request electronic transfer of the C Warrant
Shares. In such event, an authorized officer of the Company shall, immediately
upon receipt by the Company of a certified check or bank evidence of a wire
transfer of funds in payment of the Exercise Price for the C Warrant Shares in
question, send the Transfer Agent, via facsimile, a letter of direction ordering
the Transfer Agent to execute same-day electronic transfer of the said C Warrant
Shares as previously directed by OCC.
-4-
<PAGE>
5. EFFECT OF EXERCISE. Upon surrender of this Stock Purchase
Warrant and due payment of the Exercise Price, the Company shall issue to OCC
the number of shares of Common Stock subscribed for, and OCC will be a
shareholder of the Company in respect of such C Warrant Shares as of the date on
which the certificates representing such Common Stock are issued by the
Company's Transfer Agent and Registrar.
6. NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE. OCC shall not be
considered to be a shareholder of the Company for any purpose with respect to
any given C Warrant Share until the exercise of the related C Warrant and the
due and formal issuance of the said C Warrant Share by the Company's Transfer
Agent as provided herein.
7. NO RIGHTS AFTER THE EXPIRATION TIME. Nothing contained in this
Stock Purchase Warrant, or in any instrument evidencing any C 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 Stock Purchase Warrant and the C Warrants, and all rights
otherwise conferred hereunder and thereunder shall be valueless, unexercisable,
void, and of no further force or effect.
8. NONTRANSFERABILITY. This Stock Purchase Warrant, and the C
Warrants represented hereby, 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 C Warrants or shares of its Common Stock to any
party attempting to exercise a C Warrant in violation of this provision.
9. SUBDIVISION. This Stock Purchase Warrant may be divided and
subdivided into two or more certificates, evidencing in the aggregate the total
number of C Warrants provided herein, upon written demand therefor delivered to
the Company. This Stock Purchase Warrant may be exercised for all or any part of
the C Warrant Shares, at the discretion of OCC. Notwithstanding the foregoing
sentences, however, no new Stock Purchase Warrant shall be issued, and no
exercise of a C Warrant shall be permitted, involving any fraction of one share
of Common Stock.
10. NO REGULATION S TRANSACTIONS. Until the expiration of the term
described in Section 2, above, the Company shall not issue any shares of Company
Common Stock, or any rights to obtain shares of such Common Stock, pursuant to
or in reliance upon the exemption from registration under the Securities Act of
1933 which is provided by Regulation S adopted thereunder, unless either (a) the
Company repurchases all of OCC's unexercised warrants hereunder for fifty
percent (50%) of the then-applicable warrant price thereof, or (b) OCC otherwise
gives its written approval of such an issuance.
-5-
<PAGE>
11. MISCELLANEOUS.
(a) This Stock Purchase Warrant, and the C Warrants themselves,
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 Stock Purchase Warrant are for
convenience only, and shall not be used in the construction hereof.
(c) If this Stock Purchase 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
Stock Purchase 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.
-6-
<PAGE>
JAVA CENTRALE, INC.
C WARRANT SUBSCRIPTION FORM
Stock Purchase Warrants dated as of February 20, 1997
TO: Java Centrale, Inc.
ATTENTION: Chief Financial Officer
1610 Arden Way, Suite 145
Sacramento, CA 95815
RE: Exercise of C Stock Purchase Warrants
Pursuant to the terms of that certain Stock Purchase Warrant, dated as of
February 20, 1997 (the "C Warrant"), which C 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 C
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: _____________
ONE CAPITAL CORPORATION
_____________________________
By: _________________________
Its ___________________
SEE REVERSE FOR IMPORTANT INFORMATION
-7-
<PAGE>
NOTE: This Subscription Form must be signed and accompanied by payment to
Java Centrale, Inc., in full, of the appropriate subscription price, via
cashier's check or wire transfer, 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 the date specified in Section 2 of the Stock
Purchase Warrant (the "Expiration Time"), after which time all rights
represented by the attached Stock Purchase C Warrant will expire.
JAVA CENTRALE, INC. ACCEPTS NO RESPONSIBILITY FOR THE DUE DELIVERY TO IT
OF THIS SUBSCRIPTION FORM OR THE ACCOMPANYING STOCK PURCHASE WARRANT. 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.
-8-
<PAGE>
EXHIBIT 5
April 2, 1997
Board of Directors
Java Centrale, Inc.
1610 Arden Way, Suite 145
Sacramento, CA 95815
RE: 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"), on Form S-8 of both (a)
1,800,000 shares of the no par value Common Stock (the "Shares") of Java
Centrale, Inc. (the "Company"), which may be issued pursuant to those certain
nontransferrable Stock Purchase Warrants (the "Warrants"), dated as of February
20, 1997, issued to One Capital Corporation, a Florida corporation (the
"Consultant") and (b) the Warrants themselves. This opinion is proposed to be
filed as an exhibit to the Registration Statement.
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 consultant, 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 Consultant, 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 terms of the
Warrants, the Blue Sky Laws of any states having jurisdiction over such
issuances, and the Act, we are of the opinion that (a) the Warrants were duly
and validly issued by the Company and (b) the Shares, when issued, will be
validly issued, fully paid, and nonassessable.
<PAGE>
Consent is hereby given 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: _________________________
A Member of the Firm
<PAGE>
EXHIBIT 24.1
CONSENT OF INDEPENDENT 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, Form 10-K/A and Form
10-K/A2 for the year ended March 31, 1996 which are incorporated by reference in
this Registration Statement. We consent to the incorporation by reference in
the Registration Statement of the aforementioned report.
GRANT THORNTON LLP
Sacramento, California
March 31, 1997
