Exhibit 4.1
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR TTR TECHNOLOGIES, INC. SHALL HAVE RECEIVED
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF
SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE
STATE SECURITIES LAWS IS NOT REQUIRED.
APPENDIX A
FORM OF WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
No. 1 _________ Shares
FOR VALUE RECEIVED, TTR Technologies, Inc. (the "Company"), hereby certifies
that Brean Murray & Co., Inc., or a permitted assign thereof, is entitled,
subject to the vesting provisions specified in Sub-section 1 c) below, to
purchase from the Company, at any time or from time to time commencing June 1,
2000, and prior to 5:00 P.M., New York City time, on June 30, 2005,
___________________ (__________) fully paid and nonassessable shares of the
common stock, of the Company for a per share purchase price of US $______ for an
aggregate purchase price of ________________________. (Hereinafter, (i) said
common stock, together with any other equity securities which may be issued by
the Company with respect thereto or in substitution therefore, is referred to as
the "Common Stock," (ii) the shares of the Common Stock purchasable hereunder or
under any other Warrant (as hereinafter defined) are referred to as the "Warrant
Shares," (iii) the aggregate purchase price payable hereunder for the Warrant
Shares is referred to as the "Aggregate Warrant Price," (iv) the price payable
hereunder for each of the Warrant Shares is referred to as the "Per Share
Warrant Price," (v) this Warrant, all identical warrants issued on the date
hereof and all warrants hereafter issued in exchange or substitution for this
Warrant or such other warrants are referred to as the "Warrants" and (vi) the
holder of this Warrant is referred to as the "Holder" and the holder of this
Warrant and all other Warrants are referred to as the "Holders"). The Aggregate
Warrant Price is not subject to adjustment. The Per Share Warrant Price is
subject to adjustment as hereinafter provided; in the event of any such
adjustment, the number of Warrant Shares shall be adjusted by dividing the
Aggregate Warrant Price by the Per Share Warrant Price in effect immediately
after such adjustment.
1. Exercise of Warrant.
a) Exercise for Cash
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Subject to the vesting provisions set forth in Sub-section 1 (c) below,
this Warrant may be exercised, in whole at any time or in part from time
to time, commencing June 1, 2000, and prior to 5:00 P.M., New York City
time, on June 30, 2005, by the Holder by the surrender of this Warrant
(with the subscription form at the end hereof duly executed) at the
address set forth in Subsection 9(a) hereof, together with proper payment
of the Aggregate Warrant Price, or the proportionate part thereof if this
Warrant is exercised in part. Payment for Warrant Shares shall be made by
certified or official bank check payable to the order of the Company. If
this Warrant is exercised in part, this Warrant must be exercised for a
number of whole shares of the Common Stock, and the Holder is entitled to
receive a new Warrant Covering the Warrant Shares which have not been
exercised and setting forth the proportionate part of the Aggregate
Warrant Price applicable to such Warrant Shares. Upon such surrender of
this Warrant, the Company will (a) issue a certificate or certificates in
the name of the Holder for the largest number of whole shares of the
Common Stock to which the Holder shall be entitled and, if this Warrant is
exercised in whole, in lieu of any fractional share of the Common Stock to
which the Holder shall be entitled, pay to the Holder cash in an amount
equal to the fair value of such fractional share (determined in such
reasonable manner as the Board of Directors of the Company shall
determine), and (b) deliver the other securities and properties receivable
upon the exercise of this Warrant, or the proportionate part thereof if
this Warrant is exercised in part, pursuant to the provisions of this
Warrant.
b) Cashless Exercise
In the event that the common stock has become publicly traded, then in
lieu of exercising this Warrant in the manner set forth in paragraph 1(a)
above, the Warrant may be exercised by surrender of the Warrant without
payment of any other consideration, commission or remuneration, by
execution of the cashless exercise subscription form (at the end hereof,
duly executed). The number of shares to be issued in exchange for the
Warrant will be computed by subtracting the Warrant Exercise Price from
the closing bid price of the common stock on the date of receipt of the
cashless exercise subscription form, multiplying that amount by the number
of shares represented by the Warrant, and dividing by the closing bid
price as of the same date.
c) Vesting
Notwithstanding anything to the contrary set forth in foregoing, except
with respect to the provisions set forth in Subsections 3 (i) and 3 (j) of
this Warrant shall become exercisable as herein provided on the first
business day following the occurrence of the Vesting Event. As used
herein, the term "Vesting Event" shall mean and refer to the circumstance
where the average weighted bid price, on a daily basis (`awb'), of a share
of the Company's Common Stock (the "Stock") on the stock exchange or
market on which the Stock is primarily traded as reported on Bloomberg
(such price being the, the "Average Weighted Bid Price"), for a
consecutive 20 trading period shall exceed $10 per share of Stock. The
Vesting Event shall be deemed to have occurred on the close of such 20
trading day period.
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2. Reservation of Warrant Shares.
The Company agrees that, prior to the expiration of this Warrant, the
Company will at all times have authorized and in reserve, and will keep
available, solely for issuance or delivery upon the exercise of this
Warrant, the shares of the Common Stock and other securities and
properties as from time to time shall be receivable upon the exercise of
this Warrant, free and clear of all restrictions on sale or transfer and
free and clear of all pre-emptive rights.
3. Protection Against Certain Dilutive Events.
a) If, at any time or from time to time after the date of this Warrant,
the Company shall issue or distribute to the holders of shares of
Common Stock evidences of its indebtedness, any other securities of
the Company or any cash, property or other assets (excluding a
subdivision, combination or reclassification, or dividend or
distribution payable in shares of Common Stock, referred to in
Subsection 3(b)(ii), and also excluding cash dividends or cash
distributions paid out of net profits legally available therefor)
(any such non-excluded event being herein called a "Special
Dividend"), the Per Share Warrant Price shall be adjusted by
multiplying the Per Share Warrant Price then in effect by a
fraction, the numerator of which shall be the then current market
price of the Common Stock (defined as the average for the thirty
consecutive business days immediately prior to the record date of
the Average Weighted Bid Price of the Common Stock as reported on
the stock exchange or market on which the stock is primarily traded)
less the fair market value (as determined by the Company's Board of
Directors) of the evidences of indebtedness, securities or property,
or other assets issued or distributed in such Special Dividend
applicable to one share of Common Stock and the denominator of which
shall be such then current market price per share of Common Stock.
An adjustment made pursuant to this Subsection 3(a) shall become
effective immediately after the record date of any such Special
Dividend.
b) In case the Company shall hereafter (i) pay a dividend or make a
distribution on its capital stock in shares of Common Stock, (ii)
subdivide its outstanding shares of Common Stock into a greater
number of shares, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares or (iv) issue by
reclassification of its Common Stock any shares of capital stock of
the Company, the Per Share Warrant Price shall be adjusted so that
the Holder of any Warrant upon the exercise hereof shall be entitled
to receive the number of shares of Common Stock or other capital
stock of the Company which he would have owned immediately prior
thereto. An adjustment made pursuant to this Subsection 3 b(ii)
shall become effective immediately after the record date in the case
of a dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination
or reclassification. If, as a result of an adjustment made pursuant
to this
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Subsection 3 b(iii), the Holder of any Warrant thereafter
surrendered for exercise shall become entitled to receive shares of
two or more classes of capital stock or shares of Common Stock and
other capital stock of the Company, the Board of Directors (whose
determination shall be conclusive and shall be described in a
written notice to the Holder of any Warrant promptly after such
adjustment) shall determine the allocation of the adjusted Per Share
Warrant Price between or among shares of such classes or capital
stock or shares of Common Stock and other capital stock.
c) So long as the Average Weighted Bid Price per share of the Company's
Common Stock remains at all time in excess of $10, except as
provided in Subsection 3(a) and 3(e) and except for any shares or
securities issued to employees, consultants and directors pursuant
to a stock option plan approved by the Company's Board, in case the
Company shall hereafter issue or sell any shares of Common Stock for
a consideration per share less than the Per Share Warrant Price on
the date of such issuance or sale, the Per Share Warrant Price shall
be adjusted as of the date of such issuance or sale so that the same
shall equal the consideration per share received by the Company upon
such issuance or sale.
d) So long as the Average Weighted Bid Price per share of the Company's
Common Stock remains at all time in excess of $10, except as
provided in Subsection 3(a) and 3(e) and except for any shares or
securities issued to employees, consultants and directors pursuant
to a stock option plan approved by the Company's Board, in case the
Company shall hereafter issue or sell any rights, options, warrants
or securities convertible into Common Stock entitling the holders
thereof to purchase Common Stock or to convert such securities into
Common Stock at a price per share (determined by dividing (i) the
total amount, if any, received or receivable by the Company in
consideration of the issuance or sale of such rights, options,
warrants or convertible securities plus the total consideration, if
any, payable to the Company upon exercise or conversion thereof (the
"Total Consideration") by (ii) the number of additional shares of
common stock issuable upon exercise or conversion of such
securities) less than the then current Per Share Warrant Price in
effect on the date of such issuance or sale, the Per Share Warrant
Price shall be adjusted as of the date of such issuance or sale so
that the same shall equal the price determined by dividing (i) the
sum of (a) the number of shares of Common Stock outstanding on the
date of such issuance or sale multiplied by the Per Share Warrant
Price plus (b) the Total Consideration by (ii) the number of shares
of Common Stock outstanding on the date of such issuance or sale
plus the maximum number of additional shares of Common Stock
issuable upon exercise or conversion of such securities.
e) In case of any capital reorganization or reclassification, or any
consolidation or merger to which the Company is a party other than a
merger or consolidation in which the Company is the continuing
corporation, or in case of any sale or conveyance to another entity
of the property of the Company as an entirety or substantially as an
entirety, or in the case of any statutory exchange of securities
with
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another corporation (including any exchange effected in connection
with a merger of a third corporation (including any exchange
effected in connection with a merger of a third corporation into the
Company), the Holder of this Warrant shall have the right thereafter
to convert such Warrant into the kind and amount of securities, cash
or other property which he would have owned or have been entitled to
receive immediately after such reorganization, reclassification,
consolidation, merger, statutory exchange, sale or conveyance had
this Warrant been converted immediately prior to the effective date
of such reorganization, reclassification, consolidation, merger,
statutory exchange, sale or conveyance and in any such case, if
necessary, appropriate adjustment shall be made in the application
of the provisions set forth in this Section 3 with respect to the
rights and interests thereafter of the Holder of this Warrant to the
end that the provisions set forth in this Section 3 shall thereafter
correspondingly be made applicable, as nearly as may reasonably be,
in relation to any shares of stock or other securities or be, in
relation to any shares of stock or other securities or property
thereafter deliverable on the conversion of this Warrant. The above
provisions of this Subsection 3(e) shall similarly apply to
successive reorganizations, reclassifications, consolidations,
mergers, statutory exchanges, sales or conveyances. The issuer of
any shares of stock or other securities or property thereafter
deliverable on the conversion of this Warrant shall be responsible
for all of the agreements and obligations of the Company hereunder.
Notice of any such reorganization, reclassification, consolidation,
merger, statutory exchange, sale or conveyance and of said
provisions so proposed to be made, shall be mailed to the holders of
the Warrants not less than ten days following the closing of such
event;. A sale of all or substantially all of the assets of the
Company for a consideration consisting primarily of securities shall
be deemed a consolidation or merger for the foregoing purposes.
f) No adjustment in the Per Share Warrant Price shall be required
unless such adjustment would require an increase or decrease of at
least $0.05 per share of Common Stock; provided, however, that any
adjustments which by reason of this Subsection 3(f) are not required
to be made shall be carried forward and taken into account in any
subsequent adjustment; provided further, however, that adjustments
shall be required and made in accordance with the provisions of this
Section 3 (other than this Subsection 3(f)) not later than such time
as may be required in order to preserve the tax-free nature of a
distribution to the Holder of this Warrant or Common Stock issueable
upon exercise hereof. All calculations under this Section 3 shall be
made to the nearest cent or to the nearest 1/100th of a share, as
the case may be. Anything in this Section 3 to the contrary
notwithstanding, the Company shall be entitled to make such
reductions in the Per Share Warrant Price, in addition to those
required by this Section 3, as it in its discretion shall deem to be
advisable in order that any stock dividend, subdivision of shares or
distribution of rights to purchase stock or securities convertible
or exchangeable for stock hereafter made by the Company to its
shareholders shall not be taxable.
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g) Whenever the Per Share Warrant Price is adjusted as provided in this
Section 3 and upon any modification of the rights of a Holder of
Warrants in accordance with this Section 3, the Company shall
furnish to the Holder a certificate, signed by the Company's Chief
Financial Officer, setting forth the Per Share Warrant Price and the
number of Warrant Shares after such adjustment or the effect of such
modification, a brief statement of the facts requiring such
adjustment or modification and the manner of computing the same and
cause copies of such certificate to be mailed to the Holders of the
Warrants.
h) If the Board of Directors of the Company shall declare any dividend
or other distribution with respect to the Common Stock, other than a
cash distribution out of earned surplus, the Company shall mail
notice thereof to the Holders of the Warrants not less than 15 days
prior to the record date fixed for determining shareholders entitled
to participate in such dividend or other distribution.
i) In the event of a merger, combination, consolidation or the sale of
substantially all of the assets of the Company, if the Average
Weighted Bid Price of the common stock on the stock exchange or
market on which it is primarily traded for the 30 trading days
immediately preceding the announcement of that event is less than
120% of the original Per Share Warrant Price (or any subsequently
Adjusted Per Share Warrant Price), then the Per Share Warrant Price
will automatically be adjusted to a price equal to 80% of that
average trading price.
j) During the last month prior to the expiration of this Warrant, if
the Average Weighted Bid Price of the common stock on stock exchange
or market on which it is primarily traded for the 30 trading days
preceding that last month is less than 120% of the original Per
Share Warrant Price (or any subsequently Adjusted Per Share Warrant
Price), then the Per Share Warrant Price will be automatically
reduced to a price equal to 80% of that average trading price.
4. Fully Paid Stock; Taxes.
The Company agrees that the shares of the Common Stock represented by each
and every certificate for Warrant Shares delivered on the exercise of this
Warrant shall, at the time of such delivery, be validly issued and
outstanding, fully paid and nonassessable, and not subject to pre-emptive
rights, and the Company will take all such actions as may be necessary to
assure that the par value or stated value, if any, per share of the Common
Stock is at all times equal to or less than the then Per Share Warrant
Price. The Company further covenants and agrees that it will pay, when due
and payable, any and all Federal and state stamp, original issue or
similar taxes which may be payable in respect of the issue of any Warrant
Share or certificate therefor.
5. Registration Under Securities Act of 1933.
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a) The Company agrees that if, at any time and from time to time during
the period commencing on June 1, 2000 and ending on June 30, 2005,
the Board of Directors of the Company shall authorize the filing of
a registration statement or a post-effective amendment to a
registration statement (any such registration statement being
hereinafter called a "Subsequent Registration Statement") under the
Act other than a registration statement on Form S-8 or other form
which does not include substantially the same information as would
be required in a form for the general registration of securities) in
connection with the proposed offer of any of its securities by it or
any of its shareholders, the Company will (i) promptly notify the
Holder and each of the Holders, if any, of other Warrants and/or
Warrant Shares that such Subsequent Registration Statement will be
filed and that the Warrant Shares which are then held, and/or which
may be acquired upon the exercise of the Warrants, by the Holder and
such Holders, will, at the Holder's and such Holders' request, be
included in such Subsequent Registration Statement, (ii) include in
the securities covered by such Subsequent Registration Statement all
Warrant Shares which it has been so requested to include, (iii) use
its best efforts to cause such Subsequent Registration Statement to
become effective as soon as practicable and (iv) take all other
action necessary under any Federal or state law or regulation of any
governmental authority to permit all Warrant Shares which it has
been so requested to include in such Subsequent Registration
Statement or to be sold or otherwise disposed of, and will maintain
such compliance with each such Federal and state law and regulation
of any governmental authority for the period necessary for the
Holder and such Holders to effect the proposed sale or other
disposition. The Holders rights hereunder shall be subject to the
Holder's compliance with the conditions or restrictions, including
without limitation, lock-ups, required by an underwriter (in the
case of an underwritten offering) and any restrictions or lock-ups
required by an existing shareholder (in the case of an amendment to
a currently effective registration statement). The Holder's rights
hereunder shall be limited to one (1) such registration.
b) Whenever the Company is required pursuant to the provisions of this
Section 5 to include Warrant Shares in a registration statement or a
post-effective amendment to a registration statement, the Company
shall (i) furnish each Holder of any such Warrant Shares and each
underwriter of such Warrant Shares with such copies of the
prospectus, including the preliminary prospectus, conforming to the
Act, (and such other documents as each such Holder or each such
underwriter may reasonably request) in order to facilitate the sale
or distribution of the Warrant Shares, (ii) use its best efforts to
register or qualify such Warrant Shares under the blue sky laws (to
the extent applicable) of such jurisdiction or jurisdictions as the
Holders of any such Warrant Shares and each underwriter of Warrant
Shares being sold by such Holders shall reasonably request and (iii)
take such other actions as may be reasonably necessary or advisable
to enable such Holders and such underwriters to consummate the sale
or distribution in such jurisdiction or jurisdictions in which such
Holders shall have reasonably requested that the Warrant Shares be
sold.
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c) The Company shall pay all expenses incurred in connection with any
registration or other action pursuant to the provisions of this
Section 5, other than underwriting discounts and applicable transfer
taxes relating to the Warrant Shares.
d) The Company will indemnify the Holders of Warrant Shares which are
included in each Subsequent Registration Statement substantially to
the same extent as the Company has indemnified the underwriters (the
"Underwriters") of its public offering of Common Stock pursuant to
the Underwriting Agreement and such Holders will indemnify the
Company (and the underwriters, if applicable) with respect to
information furnished by them in writing to the Company for
inclusion therein substantially to the same extent as the
Underwriters have indemnified the Company.
6. Limited Transferability.
(a) The Holder of this Warrant, by acceptance hereof, acknowledges that
this Warrant and the shares of Warrant Shares to be issued upon
exercise hereof are being acquired solely for the Holder's own
account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell, transfer or
otherwise dispose of this Warrant or any shares of Warrant Shares to
be issued upon exercise hereof except pursuant to an effective
registration statement, or an exemption from registration, under the
Securities Act and any applicable state securities laws.
b) This Warrant may not be sold, transferred, assigned or hypothecated
by the Holder until the first anniversary hereof except (a) to any
successor firm or corporation of Brean Murray & Co., Inc. or (b) to
any of the officers, managing directors, any associates of Brean
Murray & Co., Inc. The Company may treat the registered Holder of
this Warrant as he or it appears on the Company's books at any time
as the Holder for all purposes. The Company shall permit any Holder
of a Warrant or his duly authorized attorney, upon written request
during ordinary business hours, to inspect and copy or make extracts
from its books showing the registered holders of Warrants. All
warrants issued upon the transfer or assignment of this Warrant will
be dated the same date as this Warrant, and all rights of the Holder
thereof shall be identical to those of the Holder.
c) Except as provided in paragraph (c) below, this warrant and all
certificates representing shares of Warrant Stock issued upon
exercise hereof shall be stamped or imprinted with a legend in
substantially the following form:
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT
BE SOLD, TRANSFERRED OR
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OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR TTR TECHNOLOGIES, INC. SHALL HAVE
RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
d) The restrictions imposed by this Section (6) upon the transfer of
this Warrant and the shares of Warrant Stock to be purchased upon
exercise hereof shall terminate (A) when such securities shall have
been effectively registered under the Securities Act, (B) upon the
Issuer's receipt of an opinion of counsel, in form and substance
reasonably satisfactory to the Issuer, addressed to the Issuer to
the effect that such restrictions are no longer required to ensure
compliance with the Securities Act or (C) upon the Issuer's receipt
of other evidence reasonably satisfactory to the Issuer that such
registration is not required. Whenever such restrictions shall cease
and terminate as to any such securities, the Holder thereof shall be
entitled to receive from the Issuer (or its transfer agent and
registrar), without expense (other than applicable transfer taxes,
if any), new Warrants (or, in the case of shares of Warrant Stock,
new stock certificates) of like tenor not bearing the applicable
legends required by paragraph (b) above relating to the Securities
Act and state securities laws.
7. Loss, etc., of Warrant.
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and of indemnity reasonably
satisfactory to the Company, if lost, stolen or destroyed, and upon
surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver to the Holder a new Warrant of like date, tenor
and denomination.
8. Warrant Holder Not Shareholders.
Except as otherwise provided herein, this Warrant does not confer upon the
Holder any right to vote or to consent to or receive notice as a
shareholder of the Company, as such, in respect of any matters whatsoever,
or any other rights or liabilities as a shareholder, prior to the exercise
hereof.
9. Communication.
No notice or other communication under this Warrant shall be effective
unless, but any notice or other communication shall be effective and shall
be deemed to have been given if, the same is in writing and is mailed by
first-class mail, postage prepaid, addressed to:
a) the Company at 2 Hanagar St., PO Box 2295, Kfar-Saba, 44425, Israel
or such other address as the Company has designated in writing to
the Holder.
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b) the Holder at 570 Lexington Avenue, 12th Floor, New York, New York
10022, or such other address as the Holder has designated in writing
to the Company.
10. Headings.
The headings of this Warrant have been inserted as a matter of convenience
and shall not affect the construction hereof.
11. Applicable Law.
This Warrant shall be governed by and construed in accordance with the law
of the State of New York without giving effect to the principles of
conflicts of law thereof.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
President & Chief Executive Officer and its corporate seal to be hereunto
affixed by its Secretary this day of _________ , 2000.
TTR Technologies, Inc.
By /s/ Emanuel Kronitz
---------------------------
Emanuel Kronitz
Chief Operations Officer
ATTEST:
---------------------
Secretary
[Corporate Seal]
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SUBSCRIPTION
The undersigned, _________________, pursuant to the provisions of the foregoing
Warrant, hereby agrees to subscribe for and purchase _______________ shares of
the Common Stock of TTR Technologies, Inc. Common stock covered by said Warrant,
and makes payment therefor in full at the price per share provided by said
Warrant.
Dated: Signature:
------------- ------------------------------
Address:
------------------------------
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CASHLESS EXERCISE SUBSCRIPTION
The undersigned, ______________________, pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe to that number of shares of Common
Stock of TTR Technologies, Inc. as are issuable in accordance with the formula
set forth in paragraph 1(b) of the Warrant, and makes payment therefore in full
by surrender and delivery of this Warrant.
Dated: Signature:
------------- ------------------------------
Address:
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