SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
SHAMPAN, LAMPORT HOLDINGS LIMITED
(Name of Small Business Issuer in Its Charter)
Washington 98-0138706
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
609 Granville Street, Suite 1260
Vancouver, B.C., Canada V7Y 1G5
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number, Including Area Code: (604) 687-0888
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.01 per share
<PAGE>
2
INFORMATIONAL NOTE
SINCE JULY 8, 1996 THE COMPANY HAS FILED ANNUAL, QUARTERLY AND OTHER PERIODIC
REPORTS IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 15(D) OF THE SECURITIES
AND EXCHANGE ACT OF 1934. PORTIONS OF SUCH PRIOR FILINGS HAVE BEEN INCORPORATED
BY REFERENCE WHERE APPLICABLE INTO THIS REGISTRATION STATEMENT.
FORWARD-LOOKING STATEMENTS
Statements in this registration statement, to the extent that they are not based
on historical events, constitute forward-looking statements. These statements
appear in a number of different places in this registration statement and
include statements regarding the intent, belief or current expectations of
Shampan, Lamport Holdings Limited and its directors or officers. Forward-looking
statements include, without limitation, statements regarding the outlook for
future operations, forecasts of future costs and expenditures, evaluation of
market conditions, the outcome of legal proceedings, the adequacy of reserves,
or other business plans. Investors are cautioned that any such forward-looking
statements are not guarantees and may involve risks and uncertainties, and that
actual results may differ from those in the forward-looking statements as a
result of various factors such as general economic and business conditions,
including changes in interest rates, prices and other economic conditions;
actions by competitors; natural phenomena; actions by government authorities,
including changes in government regulation; uncertainties associated with any
legal proceedings; technological development; future decisions by management in
response to changing conditions; the ability to execute prospective business
plans; and misjudgments in the course of preparing forward-looking statements.
These forward-looking statements speak as of the date of this registration
statement and the Company undertakes no obligation to update such statements in
light of new events or otherwise.
<PAGE>
3
PART I
Item 1. Description of Business.
General
The Company was incorporated as Allegiant Technologies Inc. on December 28,
1993. It acquired SuperCard, a multimedia software development tool, together
with its customer franchise, from Aldus Corporation on February 4, 1994, and
thereafter developed for sale various product upgrades and ancillary software
products. The Company incurred substantial start up, development and other
expenses in excess of revenues, which resulted in cumulative net losses
exceeding $5 million. The Company's revenues were substantially derived from the
sale of SuperCard and to a much lesser extent the sale of ancillary software
products, all for the Macintosh platform.
The Company's results of operations were adversely impacted by the following
factors: (1) the Company was not able to secure adequate financing to complete
new product under development, including a Windows version of SuperCard, and to
maintain effective marketing strategies, (2) the Company's existing products
were sold into a market segment that had experienced significant sales declines,
and (3) the decline in sales of Macintosh computers and related Macintosh
software in 1995 and 1996. As a consequence of these factors the Company was
forced to cease operations, terminate all employees, change management and
undertake a capital reorganization. (Please refer to the Company's Form 10-KSB
for the year ended December 31, 1998 on file with the Securities and Exchange
Commission for a complete discussion regarding the capital reorganization.)
On May 31, 1998 the Company disposed of its technology assets to an arms length
purchaser. The proceeds from the sale were used to settle certain obligations of
the Company.
On July 21, 1998 the Company changed its name from Allegiant Technologies Inc.
to Shampan, Lamport Holdings Limited.
Presently, the Company is exploring and intends to enter into a new line of
business, which may be highly speculative. The Company will remain dormant until
additional financing is secured and such new operations are determined.
As disclosed in the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 9, 1999, the Company entered into
a non-binding letter of intent to acquire, by way of merger, all of the issued
shares of takeoutmusic.com, Inc., a privately held Delaware corporation engaged
in the business of distributing music in digital format over the world wide web.
Consummation of the transaction pursuant to the letter of intent is subject to
the completion of the negotiation and execution of a definitive merger
agreement, satisfactory due diligence and other conditions. There can be no
assurance that the merger will be consummated on the terms previously disclosed
or at all.
<PAGE>
4
Risk Factors
Historical Losses; Working Capital Deficit The Company has sustained substantial
operating losses and has used substantial amounts of working capital in its
operations to date. As at September 30, 1999, the date of its most recent filing
with the Securities and Exchange Commission on Form 10-QSB, the Company had cash
equivalents of $1,085 and a working capital deficit of $268,832. Total
liabilities exceeded the book value of total assets by $268,832.
The Company's ability to satisfy its liabilities and meet its obligations as
they become due is dependent upon its ability to secure additional funding
through public or private sales of securities, including equity securities of
the Company, and there are no assurances that the Company will be successful in
securing such additional funding. As a consequence, there exists a risk that the
Company will be forced to seek protection from its creditors under federal or
state bankruptcy statutes.
Uncertainty of Future Operations Management continues to explore potential new
lines of business, which may be highly speculative and which may not be
profitable. The success of the Company's proposed plan of operation will depend
to a great extent on the operations, financial condition and management of the
new line of business. While management intends to seek business combinations
with business entities having established operating histories, there can be no
assurance that the Company will be successful in locating candidates meeting
such criteria. In the event the Company completes a business combination, of
which there can be no assurance, the success of the Company's operations may be
dependent upon management of the identified business and numerous other factors
beyond the Company's control.
The Company entered into a non-binding letter of intent to acquire
takeoutmusic.com, Inc. There can be no assurance that the transaction will be
consummated.
Item 2. Management's Discussion and Analysis or Plan of Operation
Management's Discussion and Analysis of Financial Condition
Management's discussion and analysis of the Company's financial condition and
results of operations is incorporated by reference to the following documents on
file with the Securities and Exchange Commission.
FORM 10-KSB for the year ended December 31, 1998; FORM 10-QSB for the quarterly
period ended March 31, 1999; FORM 10-QSB for the quarterly period ended June 30,
1999; FORM 10-QSB for the quarterly period ended September 30, 1999.
On December 20, 1999 the Company completed a reverse split of its issued common
stock on a 3 (old) shares for 1 (new) shares basis. Following the reverse split
the total number of shares of common stock of the Company issued as of December
31, 1999 was 2,438,889. In addition, the Company has outstanding warrants
entitling the holders to purchase, in the aggregate, an additional 561,111
shares of common stock at a purchase price of $0.5175 per share. The warrants
expire at the close of business on October 15, 2000.
<PAGE>
5
Item 3. Description of Property.
None
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information with respect to beneficial
ownership of Common Stock as of December 31, 1999, by (i) each person who is
known by the Company to beneficially own more than 5% of the outstanding shares
of Common Stock, (ii) each of the Company's directors, (iii) each of the
executive officers named in the Summary Compensation Table herein under Item 6,
and (iv) all current directors and executive officers as a group. Unless
otherwise indicated in the footnotes to the table, each person or entity has
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by such person or entity.
<TABLE>
<CAPTION>
Number of
Shares Percentage of
Beneficially Outstanding
Name of Stockholder Owned Shares(1)
___________________ _____________ ______________
<S> <C> <C>
Steven A. Rothstein
Chief Executive Officer, Director
Suite1560, 875 North Michigan Ave.
Chicago, Illinois............................... 773,359(2) 28.94%
Robert H. Daskal
Chief Financial Officer and Secretary
Suite1560, 875 North Michigan Ave.
Chicago, Illinois............................... 25,000 1.02%
Craig Gould
Director
Suite1560, 875 North Michigan Ave.
Chicago Illinois................................ 25,000 1.02%
Edward Lewis
Director
Suite 995, 11845 West Olympic Blvd.
Los Angeles, California......................... 55,347 2.27%
<PAGE>
6
William D. McCartney
Director
Suite 1260, 609 Granville Street
Vancouver, Canada............................... 167,180(3) 6.85%
Steven Rabinovici
48 Country Drive
Plainview, New York............................. 591,166(4) 22.12%
Geller & Friend Partnership I
Suite 650, 3333 Michelson Drive
Irvine, California.............................. 188,888(5) 7.46%
Joel B. Staadecker
1-1091 Walkers Hook Road
Salt Spring Island, Canada...................... 171,667 7.03%
______________________________________________________________________________________________________
All directors and executive
officers as group (5 persons)................... 1,045,896(6) 39.14%
</TABLE>
(1) The percentages reflected in this column are based on the assumption that
the respective owner exercises any rights he or it has to purchase
additional shares of Common Stock within sixty days from the date hereof
and excludes all other shares of Common Stock reserved for issuance.
(2) Includes 440,000 shares of common stock and warrants to purchase an
additional 233,333 shares of common stock held directly, and 100,026 shares
of common stock held by minor children of Mr. Rothstein.
(3) Includes 110,585 shares held indirectly by a company in which Mr. McCartney
has a 50% controlling interest. The balance of shares are held indirectly
by a company controlled by Mr. McCartney.
(4) Includes 358,333 shares of common stock and warrants to purchase an
additional 233,333 shares of common stock held directly.
(5) Includes 94,444 shares of common stock and warrants to purchase an
additional 94,444 shares of common stock held directly.
(6) Includes 812,620 shares of common stock and warrants to purchase an
additional 233,333 shares of common stock.
Item 5. Directors, Executive Officers, Promoters and Control Persons
The following individuals are the Directors and executive officers of the
Company. There are no family relationships between any of the Directors and
officers.
<PAGE>
7
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Steven A. Rothstein(1).......................... 49 President, Chief Executive Officer and Director
Robert H. Daskal .............................. 58 Chief Financial Officer and Secretary
William D. McCartney(1)......................... 44 Director
Craig Gould(1).................................. 30 Director
Edward Lewis ................................... 70 Director
- --------------------
(1) Member of the Audit Committee
</TABLE>
Biographical information relating to Messrs Rothstein, Daskal, McCartney and
Gould is incorporated by reference to the Company's FORM 10-KSB for the year
ended December 31, 1998 on file with the Securities and Exchange Commission.
Mr. Lewis has served as a Director of the Company for the periods from June,
1997 to September 1997, from June, 1998 to February, 1999 and from May, 1999 to
the present. He presently serves as proprietor of Lewis Enterprises, a private
business engaged in the managing of several limited partnerships that are
involved in the exploration, development and marketing of natural gas. Mr. Lewis
is a graduate of the University of Michigan (1951) and Yale University Law
School (1955).
Item 6. Executive Compensation.
The following table sets forth all compensation awarded to, earned by, or paid
for services to the Company in all capacities during the fiscal years ended
December 31, 1998 and 1999 to the Company's chief executive officer. Except as
described below, no director or executive officer received total compensation in
respect of the 1998 or 1999 fiscal years exceeding $100,000.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------------------------
Year Salary Other Total
-------- ------- ----------- ---------
<S> <C> <C> <C> <C>
Steven A. Rothstein 1999 Nil $ 14,000(1) $ 14,000
President, C.E.O., Director 1998 Nil $ 21,000(2) $ 21,000
</TABLE>
(1) Comprises $14,000 in management fees.
(2) Includes $6,000 in management fees and $15,000 in finance fees paid in
connection with the granting of a loan to the Company.
<PAGE>
8
Directors' Compensation
The Company does not currently compensate its directors under any standard
arrangement, but they are reimbursed for their out-of-pocket expenses in serving
on the Board of Directors.
Stock Options
No stock options were granted during the year and no options were outstanding as
of December 31, 1999.
Item 7. Certain Relationships and Related Transactions.
The Company borrowed the sum of $100,000 from Mr. Rothstein pursuant to a
promissory note dated February 13, 1997 (the "First Note"). The terms of the
First Note were amended on May 1, 1998 and currently provide that it is not
secured and is payable on demand together with interest accrued at the rate of
10% per annum. The Company borrowed the additional sum of $50,000 from Mr.
Rothstein pursuant to a second promissory note on May 1, 1998 (the "Second
Note"). The terms of the Second Note were amended July 31, 1999 and currently
provide that it is not secured and is payable on demand without interest.
Pursuant to the original terms of the Second Note, interest was paid on the
Second Note to July 31, 1999. In connection with the First and the Second Notes,
the Company paid or accrued interest in the amount of $12,917 to Mr. Rothstein
during the year.
Item 8. Description of Securities
The following constitutes a brief summary of the Company's Articles of
Incorporation and Bylaws. Such summary does not purport to be fully complete and
is qualified in its entirety by reference to the full text of the Articles of
Incorporation and Bylaws of the Company.
Common Stock. The Company's Articles of Incorporation authorize it to issue up
to one hundred million (100,000,000) Shares of Common Stock, which carry a par
value of $0.01 per Share. All outstanding Shares of Common Stock are fully paid
and non-assessable.
Preferred Stock. The Company's Articles of Incorporation authorize it to issue
up to fifty million (50,000,000) Shares of Preferred Stock. The Board of
Directors have the authority to divide the Shares of Preferred Stock into one or
more series; to designate the number of shares of each series and the
designation thereof; to fix and determine the relative rights and preferences as
between series, including the dividend rate, conversion rights, voting rights
and terms of redemption; and to amend the relative rights and preferences of any
series that is wholly issued. There are no Shares of Preferred Stock issued at
the date of this registration statement.
<PAGE>
9
Liquidation Rights. Upon liquidation or dissolution, each outstanding Share of
Common Stock will be entitled to share equally in the assets of the Company
legally available for distribution to shareholders after the payment of all
debts and other liabilities subject to the rights and preferences of any issued
preferred stock.
Dividend Rights. There are no limitations or restrictions upon the rights of the
Board of Directors to declare dividends out of any funds legally available
therefor. The Company has not paid dividends to date and it is not anticipated
that any dividends will be paid in the foreseeable future. The Board of
Directors initially will follow a policy of retained earnings, if any, to
finance the future growth of the Company. Accordingly, future dividends, if any,
will depend upon, among other considerations, the Company's need for working
capital and its financial conditions at the time.
Voting Rights. Holders of Shares of Common Stock are entitled to cast one vote
for each share held at all shareholders meetings for all purposes.
Other Rights. Shares of Common Stock are not redeemable, have no conversion
rights and carry no preemptive or other rights to subscribe to or purchase
additional Common Shares in the event of a subsequent offering.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and Related
Stockholder Matters.
Market for Common Equity
The Company seeks registration under this Form 10-SB to ensure the Company's
continued eligibility for listing on the OTC Bulletin Board. Currently, the
Company's Common Stock is traded on the OTC Bulletin Board under the symbol
"SLHX" (as a consequence of a share reverse split made effective December 20,
1999, the Company's symbol is temporarily "SLHXD").
The following table sets forth the high and low prices per share of the
Company's Common Stock on the OTC Bulletin Board for all fiscal quarters since
January 1, 1998. These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions and
have been adjusted, where appropriate, to reflect the four for one share reverse
split that was made effective July 21, 1998 and the three for one share reverse
split that was made effective December 20, 1999.
<PAGE>
10
<TABLE>
<CAPTION>
Quarter
Ended High Low
-------------- ------- -----
<S> <C> <C>
March 31, 1998 $ 0.75 $0.24
June 30, 1998 $ 1.08 $0.48
September 30, 1998 $ 0.84 $0.21
December 31, 1998 $ 0.90 $0.03
March 31, 1999 $ 0.15 $0.03
June 30, 1999 $ 0.15 $0.15
September 30, 1999 $ 1.13 $0.15
December 31, 1999 $11.00 $0.30
</TABLE>
On December 31, 1999, the last reported bid and ask prices of the Common Stock
on the OTC Bulletin Board were as follows: BID:$9.75 ASK:$10.25
As at December 31, 1999 there were approximately 64 holders of record of the
Company's Common Stock. The Company estimates that there are greater than 300
beneficial holders of the Company's Common Stock.
Dividends
The Company has not paid any dividends on its Common Stock since its inception.
The payment of future cash dividends will depend on such factors as earnings
levels, anticipated capital requirements, the operating and financial condition
of the Company and other factors deemed relevant by the Board of Directors.
Item 2. Legal Proceedings.
None
Item 3. Changes In and Disagreements With Accountants
As reported in the Company's Form 8-K filing with the Securities and Exchange
Commission on December 12, 1997, Ernst & Young LLP ("Ernst & Young") resigned
and Moss Adams LLP was appointed as independent auditors of the Company
effective December 5, 1997. There were no reportable disagreements between the
Company and Ernst & Young. The disclosure required hereby is incorporated by
reference to the Company's Form 8-K on file with the Securities and Exchange
Commission.
Item 4. Recent Sales of Unregistered Securities
Sales of unregistered securities, by the Company, during the year are as
follows:
<TABLE>
<CAPTION>
Date Securities
Of Issuance Identity Sold(1) Consideration Exemption
_____________________________________________________________________________________________
<S> <C> <C> <C> <C>
July 31, 1999 Creditors 56,138 shares of $26,750 Regulation S
(1 person) common stock Debt Settlement
July 31, 1999 Creditors 133,333 shares of $36,250 Section 4(2)
(2 persons) common stock Debt Settlement
</TABLE>
<PAGE>
11
(1) The number of shares issued have been adjusted to reflect a three for one
share reverse split that was made effective December 20, 1999.
Item 5. Indemnification of Directors and Officers
The Company may indemnify and hold harmless to the full extent permitted by
applicable law each person who was or is made a party to or is threatened to be
made a party to any actual or threatened action, suit, or other proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she is or was a director, officer, employee or agent of the Company.
PART F/S
The financial statements of the Company are incorporated by reference to the
following documents on file with the Securities and Exchange Commission.
FORM 10-KSB for the year ended December 31, 1998; FORM 10-QSB for the quarterly
period ended March 31, 1999; FORM 10-QSB for the quarterly period ended June 30,
1999; FORM 10-QSB for the quarterly period ended September 30, 1999.
PART III
Item 1. Index to Exhibits
Exhibit No. Description
- --------------------------------------------------------------------------------
3.1(a) Articles of Incorporation of Shampan, Lamport Holdings Limited (f/k/a/
Allegiant Technologies, Inc.), filed on July 8, 1996 as Exhibit 3.1 to
the Registration Statement of Allegiant Technologies, Inc., on Form
SB-2, Reg. No. 333-07727, and hereby incorporated by reference.
3.1(b) Articles of Amendment to Articles of Incorporation of Shampan, Lamport
Holdings Limited (f/k/a/ Allegiant Technologies, Inc.), dated effective
as of June 6, 1996.
<PAGE>
12
3.1(c) Articles of Amendment to Articles of Incorporation of Shampan, Lamport
Holdings Limited (f/k/a/ Allegiant Technologies, Inc.), dated effective
as of July 21, 1998.
3.1(d) Articles of Amendment to Articles of Incorporation of Shampan, Lamport
Holdings Limited, dated effective as of December 20, 1999.
3.2 By-Laws of Shampan, Lamport Holdings Limited (f/k/a/ Allegiant
Technologies, Inc.), filed on July 8, 1996, as Exhibit 3.2 to the
Registration Statement of Allegiant Technologies, Inc., on Form SB-2
Reg. No. 333-07727 and hereby incorporated by reference.
4.1 Warrant Agreement between Shampan, Lamport Holdings Limited and Steven
A. Rothstein dated July 21, 1998, the expiration date of which was
extended via a board resolution as stated on Form 8-K, and hereby
incorporated by reference.
4.2 Warrant Agreement between Shampan, Lamport Holdings Limited and Steven
Rabinovici dated July 21, 1998, the expiration date of which was
extended via a board resolution as stated on Form 8-K, and hereby
incorporated by reference.
4.3 Warrant Agreement between Shampan, Lamport Holdings Limited and Geller
& Friend Partnership I dated July 21, 1998, the expiration date of
which was extended via a board resolution as stated on Form 8-K, and
hereby incorporated by reference.
10.1 Incentive Stock Option Plan of Shampan, Lamport Holdings Limited
(f/k/a/ Allegiant Technologies, Inc.), filed on July 8, 1996 as Exhibit
10.5 to the Registration Statement of Allegiant Technologies, Inc.
on form SB-2, Reg. No. 333-07727, and hereby incorporated by reference.
10.2 Form of Indemnity Agreement of Shampan, Lamport Holdings Limited
(f/k/a/ Allegiant Technologies, Inc.), filed on July 8, 1996 as Exhibit
10.8 to the Registration Statement of Allegiant Technologies, Inc. on
form SB-2, Reg. No. 333-07727, and hereby incorporated by reference.
16 Letter re. Change in Registrant's Certifying Accountant filed on
December 12, 1997 as Exhibit 99 to the Current Report on Form 8-K of
Shampan, Lamport Holdings Limited, and hereby incorporated by
reference.
<PAGE>
13
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Company has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
SHAMPAN, LAMPORT HOLDINGS LIMITED
Date: January 6, 2000 By: /s/ Steven A. Rothstein
Steven A. Rothstein
President and Director
(Chief Executive Officer)
ARTICLES OF AMENDMENT TO
THE ARTICLES OF INCORPORATION OF
ALLEGIANT TECHNOLOGIES INC.
Allegiant Technologies Inc., a Washington corporation, hereby amends its
articles of incorporation pursuant to the provisions of RCW 23B.10 of the
Washington Business Corporation Act:
1. The name of the corporation is Allegiant Technologies Inc.
2. The following article of the articles of incorporation is amended to
read in its entirety as follows:
ARTICLE VIII: ELECTION OF DIRECTORS
The number of directors of this corporation shall be
determined in the manner provided by the bylaws of this corporation
and may be increased or decreased from time to time in the manner
provided therein.
3. The amendment does not provide for an exchange, reclassification or
cancellation of any issued shares.
4. The foregoing amendment of the articles of incorporation was adopted by
the board of directors on April 9, 1996 and was duly approved by the
shareholders in accordance with the provisions of RCW 23B.10.030 and 23B.10.040.
Executed this 3rd day of June, 1996.
ALLEGIANT TECHNOLOGIES INC.
By /s/ Bill McCartney
Its Secretary
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
ALLEGIANT TECHNOLOGIES INC.
Pursuant to the provisions of RCW 23B.10 of the Washington Business
Corporation Act, Allegiant Technologies Inc., a Washington corporation, hereby
adopts the following articles of amendment to its articles of incorporation:
FIRST: The name of the corporation is:
ALLEGIANT TECHNOLOGIES INC.
SECOND: Article I of the articles of incorporation is amended to read in
its entirety as follows:
ARTICLE I
The name of this corporation is:
SHAMPAN, LAMPORT HOLDINGS LIMITED
THIRD: Article IV of the articles of incorporation is amended to read in
its entirety as follows:
ARTICLE IV
Section 1. Classes. The total number of shares of all classes of stock
which this corporation shall have authority to issue is one hundred fifty
million (150,000,000), consisting of:
(a) Fifty Million (50,000,000) shares of preferred stock, par value one
cent ($.01) per share (the "Preferred Stock");
(b) One Hundred Million (100,000,000) shares of common stock, par value one
cent ($.01) per share (the "Common Stock").
Section 2. Preferred Stock. The shares of Preferred Stock may be divided
into and issued in series. The board of directors of this corporation shall have
the authority to divide the shares of Preferred Stock into one or more series;
to designate the number of shares of each series and the designation thereof; to
fix and determine the relative rights and preferences as between series, as
shall be stated and expressed in the resolution or resolutions adopted by the
<PAGE>
board of directors providing for the issue of such series and as may be
permitted by the Washington Business Corporation Act, including, without
limitation, the dividend rate (and whether dividends are cumulative), conversion
rights, voting rights, rights and terms of redemption (including sinking fund
provisions), redemption price and liquidation preferences (if and to the extent
that any such rights or preferences are to be applicable to such series); and to
amend the relative rights and preferences of any series that is wholly unissued.
The board of directors may, after the issue of shares of a series, amend the
resolution establishing the series to decrease (but not below the number of
shares of such series then outstanding) the number of shares of that series, and
the number of shares constituting the decrease shall resume the status which
they had before the adoption of the resolution establishing the series.
Section 3. Reverse Stock Split. Each share of the Common Stock issued and
outstanding on the effective date of this amendment shall be and hereby is
automatically changed without further action into One/Fourth (1/4) of a fully
paid and non-assessable share of Common Stock. The number of shares issued as a
result of such change shall be rounded to the nearest whole number such that no
fractional shares shall be issued pursuant to such change. This change shall not
affect the total number of authorized shares or the par value stated above.
FOURTH: The foregoing amendments to the articles of incorporation were
adopted on June 1, 1998 by the requisite vote of the shareholders of the
corporation in accordance with the provisions of RCW 23B.10.030 and RCW
23B.10.040.
Executed this 10th day of July, 1998.
ALLEGIANT TECHNOLOGIES INC.
By /s/ William McCartney
William McCartney, Chief Financial Officer
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SHAMPAN, LAMPORT HOLDINGS LIMITED
Pursuant to the provisions of RCW 23B.10 of the Washington Business
Corporation Act, Shampan, Lamport Holdings Limited, a Washington corporation,
hereby adopts the following articles of amendment to its articles of
incorporation:
FIRST: The name of the corporation is:
SHAMPAN, LAMPORT HOLDINGS LIMITED
SECOND: Article IV of the articles of incorporation is amended to read in
its entirety as follows:
ARTICLE IV: CAPITAL STOCK
Section 1. Classes. The total number of shares of all classes of stock
which this corporation shall have authority to issue is one hundred fifty
million (150,000,000), consisting of:
(a) Fifty Million (50,000,000) shares of preferred stock, par value one
cent ($.01) per share (the "Preferred Stock");
(b) One Hundred Million (100,000,000) shares of common stock, par value one
cent ($.01) per share (the "Common Stock").
Section 2. Preferred Stock. The shares of Preferred Stock may be divided
into and issued in series. The board of directors of this corporation shall have
the authority to divide the shares of Preferred Stock into one or more series;
to designate the number of shares of each series and the designation thereof; to
fix and determine the relative rights and preferences as between series, as
shall be stated and express in the resolution or resolutions adopted by the
board of directors providing for the issue of such series and as may be
permitted by the Washington Business Corporation Act, including, without
limitation, the dividend rate (and whether dividends are cumulative), conversion
rights, voting rights, rights and terms of redemption (including sinking fund
provisions), redemption price and liquidation preferences (if and to the extent
that any such rights or preferences are to be applicable to such series); and to
amend the relative rights and preferences of any series that is wholly unissued.
The board of directors may, after the issue of shares of a series, amend the
resolution establishing the series to decrease (but not below the number of
shares of such series then outstanding) the number of shares of that series, and
the number of shares constituting the decrease shall resume the status which
they had before the adoption of the resolution establishing the series.
<PAGE>
Section 3. Reverse Stock Split. Each share of Common Stock issued and
outstanding on the effective date of this amendment shall be and hereby is
automatically changed without further action into One/Third (1/3) of a fully
paid and non-assessable share of Common Stock. The number of shares issued as a
result of such change shall be rounded down to the nearest whole number such
that no fractional shares shall be issued pursuant to such change. This change
shall not affect the total number of authorized shares or the par value stated
above.
THIRD: Article XIV is added to the articles of incorporation and reads in
its entirety as follows:
ARTICLE XIV: SHAREHOLDER VOTING FOR CERTAIN TRANSACTIONS
To be approved by the shareholders, the following must be approved by each
voting group of shareholders entitled to vote thereon by the affirmative vote of
shareholders holding a majority of the votes in each such voting group:
(a) an amendment of the Articles of Incorporation;
(b) a plan of merger or share exchange requiring shareholder approval;
(c) the sale, lease, exchange or other disposition of all, or substantially
all, of the corporation's assets other than in the usual and regular course of
business; and
(d) the dissolution of the corporation.
FOURTH: The foregoing amendments to the articles of incorporation were
adopted on September 15, 1999 by the requisite vote of the shareholders of the
corporation in accordance with the provisions of RCW 23B.10.030 and RCW
3B.10.040.
EXECUTED this 8th day of December, 1999.
SHAMPAN, LAMPORT HOLDINGS LIMITED
By: /s/ Steven A. Rothstein
Steven A. Rothstein, Chief Executive Officer
TRANSFER OF THIS WARRANT IS PROHIBITED, EXCEPT AS PROVIDED IN SECTION 2. THE
SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED, OR UNDER THE LAWS OF ANY STATE, AND THUS MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISLRATION UNDER
SUCH LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED).
THIS WARRANT AND THE WARRANT SHARES (AS DEFINED HEREIN) ARE NOT TRANSFERABLE
WITHOUT THE PRIOR CONSENT OF THE VANCOUVER STOCK EXCHANGE UNTIL OCTOBER 15,
1998.
WARRANT- SERIES 1997-A
Warrant No. 1 Warrant to Purchase 700,000
Warrant Shares (subject to
adjustment)
SHAMPAN, LAMPORT HOLDINGS LIMITED
a Washington corporation
Shampan, Lamport Holdings Limited, a Washington corporation (the "Company"), for
value received, hereby grants to Steven A. Rothstein (the "Holder"), the right,
subject to the terms and conditions set forth herein, to purchase from the
Company, at any time and from time to time, up to Seven Hundred Thousand
(700,000) duly authorized, validly issued, fully paid and non-assessable shares
(the "Warrant Shares") of the Common Stock of the Company (the "Common Stock"),
at an initial purchase price on a per share basis in United States currency,
subject to adjustment as provided in Section 3 hereof, equal to Fifteen Cents
($0.15) if exercised on or before October 15, 1998 and equal to Seventeen and
one-quarter cents ($0.1725) if exercised thereafter ("Exercise Price"). This
Warrant shall terminate if not exercised in full on or prior to October 15,
1999. The number and character of the securities purchasable upon exercise of
such rights of purchase, and the Exercise Price, are subject to adjustment as
provided herein. The term "Warrant" as used herein shall include this Warrant,
any Warrant or Warrants issued in substitution for or replacement of this
Warrant, or any Warrant or Warrants into which this Warrant may be divided or
exchanged. The term "Warrant Shares" shall mean the Common Stock issuable upon
exercise of this Warrant.
1. METHOD OF EXERCISE; PAYMENT OF EXERCISE PRICE
(a) Subject to the other terms and conditions of this Warrant, the
purchase rights evidenced by this Warrant may be exercised in whole
or, from time to time, in part, at the times and subject to the
conditions set forth above, by the Holder's presentation of this
Warrant to the Company at its principal offices, accompanied by a duly
executed Notice of Exercise, in the form attached hereto as Exhibit I
and by this reference incorporated herein, and by payment of the
aggregate Exercise Price in the manner specified in Section 1(b)
hereof, for the number of Warrant Shares specified in the Notice of
Exercise.
1
<PAGE>
(b) The aggregate Exercise Price for the number of Warrant Shares
specified in any Notice of Exercise may be paid in cash by certified
check or bank cashier's check or wire transfer of immediately
available funds.
(c) In the event of any exercise of the rights represented by this
Warrant, a certificate or certificates for the Warrant Shares so
purchased shall be dated the date of such exercise and delivered to
the Holder hereof within a reasonable time, not exceeding fifteen (15)
days after such exercise. If this Warrant is exercised in part only,
as soon as is practicable after the presentation and surrender of this
Warrant to the Company for exercise, the Company shall execute and
deliver to the Holder a new Warrant, containing the same terms and
conditions as this Warrant, evidencing the right of the Holder to
purchase the number of Warrant Shares as to which this Warrant has not
been exercised. Upon receipt of this Warrant by the Company at its
principal offices accompanied by the items required for exercise
specified in subsection (a) above, the Holder shall be deemed to be
the holder of record of the Warrant Shares issuable upon such exercise
and a shareholder of the Company, notwithstanding that the stock
transfer books of the Company may then be closed or that certificates
representing such Warrant Shares may not then be actually delivered to
the Holder.
2. TRANSFERABILITY, EXCHANGE OR LOSS OF WARRANT
(a) Except as provided herein, the Warrants shall not be transferable, in
whole or in part. The Warrants may be transferred to any person
receiving the Warrants from the Holder at the Holder's death pursuant
to a will or trust or the laws of intestate succession.
(b) This Warrant, alone or with any other Warrant owned by the same Holder
containing substantially the same terms and conditions, is
exchangeable at the option of the Holder but at the Company's sole
expense, at any time prior to its expiration either by its terms or by
its exercise in full, upon presentation and surrender to the Company
at its principal offices, for another Warrant or other Warrants, of
different denominations but containing the same terms and conditions
as this Warrant, entitling the Holder to purchase the same aggregate
number of Warrant Shares that were purchasable pursuant to the Warrant
or Warrants presented and surrendered. At the time of presentation and
surrender by the Holder to the Company, the Holder shall also deliver
to the Company a written notice, signed by the Holder, specifying the
denominations in which new Warrants are to be issued to the Holder.
(c) The Company shall execute and deliver to the Holder a new Warrant
containing the same terms and conditions as this Warrant upon receipt
by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, provided that: (i)
in the case of loss, theft or destruction, the Company receives from
the Holder a reasonably satisfactory indemnification; and (ii) in the
case of mutilation, the Company receives from the Holder a reasonably
satisfactory form of indemnity and the Holder presents and surrenders
this Warrant to the Company for cancellation. Any new Warrant executed
and delivered shall constitute an additional contractual obligation on
the part of the Company regardless of whether the Warrant that was
lost, stolen, destroyed, or mutilated is enforceable by anyone at any
time.
2
<PAGE>
(d) The Company will, at the time of or at any time after each exercise of
this Warrant, upon the request of the Holder hereof or of any Warrant
Shares issued upon such exercise, acknowledge in writing its
continuing obligation to afford to such Holder all rights to which
such Holder shall continue to be entitled after such exercise in
accordance with the terms of this Warrant, provided, that if any such
Holder shall fail to make any such request, the failure shall not
affect the continuing obligation of the Company to afford such rights
to such Holder.
3. ADJUSTMENTS OF EXERCISE PRICE
(a) Except as provided herein, upon the occurrence of any of the events
specified in this Section 3, the Exercise Price in effect at the time
of such event and the number of Warrant Shares then purchasable
pursuant to this Warrant at that time shall be proportionately
adjusted as provided herein.
(b) If the number of shares of Common Stock outstanding at any time after
the date hereof is increased by a stock dividend payable in shares of
Common Stock or by a subdivision or split-up of shares of Common
Stock, then, on the date such payment is made or such change is
effective, the Exercise Price shall be appropriately decreased so that
the number of Warrant Shares issuable on the exercise of this Warrant
shall be increased in proportion to such increase of outstanding
shares.
(c) If the number of shares of Common Stock outstanding at any time after
the date hereof is decreased by a combination of the outstanding
shares of Common Stock, then, on the effective date of such
combination, the Exercise Price shall be appropriately increased so
that the number of Warrant Shares issuable on the exercise of this
Warrant shall be decreased in proportion to such decrease of
outstanding shares.
(d) All calculations under this Section 3 shall be made to the nearest one
hundredth (11100) cent or to the nearest one hundredth (11100) of a
share, as the case may be. In no event shall the Exercise Price be
reduced to less than $.01.
(e) No adjustment in the Exercise Price need be made if such adjustment
would result in a change in the Exercise Price of less than $0.01. Any
adjustment of less than $0.01 which is not made shall be carried
forward and shall be made at the time of and together with any
subsequent adjustment which, on a cumulative basis, amounts to an
adjustment of $0.01 or more in the Exercise Price.
3
<PAGE>
(f) Upon the occurrence of each adjustment or readjustment of the Exercise
Price pursuant to this Section 3, the Company at its expense shall
promptly compute such adjustment or readjustment in accordance with
the terms hereof and prepare and furnish to the Holder hereof a
certificate of an Officer of the Company setting forth such adjustment
or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon written
request at any time of any Holder hereof, furnish or cause to be
furnished to such Holder a like certificate setting forth (i) such
adjustments and readjustments, (ii) the Exercise Price at the time in
effect, and (iii) the number of Warrant Shares and the amount, if any,
of other property which at the time would be received upon the
exercise of this Warrant.
(g) In the event of any taking by the Company of a record of the holders
of any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for, purchase
or otherwise acquire any shares of stock of any class or any other
securities or property or to receive any right, the Company shall mail
to the Holder hereof at least ten (10) days prior to such record date,
a notice specifying the date on which any such record is to be taken
for the purpose of such dividend or distribution or right, and the
amount and character of such dividend, distribution or right.
(h) For purposes of this Section 3, equity securities owned or held at any
relevant time by or for the account of the Company in its treasury
shall not be deemed to be outstanding for purposes of the calculations
and adjustments described.
4. STOCK FULLY PAID; RESERVATION OF WARRANT STOCK
The Company covenants and agrees that all Warrant Shares that may be issued upon
the exercise of this Warrant will, upon issuance, be fully paid and
non-assessable and free from all taxes, liens and charges with respect to
issuance. The Company further covenants and agrees that during the period within
which this Warrant may be exercised, the Company will at all times have
authorized and reserved for the purpose of the issue upon exercise of the rights
evidenced by this Warrant a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.
5. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933
(a) This Warrant is non-transferable. The Warrant Shares, and all other
equity securities issued or issuable upon exercise of this Warrant,
may not be offered, sold or transferred, in whole or in part, in the
absence of an effective registration statement under the Securities
Act of 1933, as amended (the "Act"), and all applicable state
securities statutes, or an opinion of counsel acceptable to the
Company to the effect that such registration is not required.
(b) The Company shall cause the following legends to be set forth on each
certificate representing the Warrant Shares issuable upon exercise of
this Warrant:
4
<PAGE>
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT"), AND MAY NOT BE SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER THE
SECURITIES ACT, OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION
OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT NO REGISITRATION
IS REQUIRED IN CONNECTION WITH SUCH SALE, ASSIGNMENT OR TRANSFER OR
THAT AN EXEMPTION TO SUCH REGISTRATION IS AVAILABLE."
"THESE SECURITIES MAY NOT BE TRANSFERRED WITHOUT THE PRIOR CONSENT OF
THE VANCOUVER STOCK EXCHANGE UNTIL OCTOBER 15, 1998.
7. FRACTIONAL SHARES
No fractional shares of Warrant Shares or scrip representing fractional shares
of Warrant Shares shall be issued upon the exercise of all or any part of this
Warrant. With respect to any fraction of a unit or any security called for upon
any exercise of this Warrant, the Company shall pay to the Holder an amount in
money equal to that fraction multiplied by the then Current Market Price. For
purposes of this Agreement, the term "Current Market Price" shall mean the
average for the 20 consecutive trading days immediately preceding the date in
question of the daily per share closing prices of the Common Stock as reported
by the OTC Bulletin Board or the Nasdaq SmallCap Market or the principal
securities exchange on which it is listed, as the case made be. The closing
price referred to above shall be the last reported sale price or, if no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices, in either case as reported by the OTC Bulletin Board of the
Nasdaq SmallCap Market or the principal securities exchange on which it is
listed, as the case may be.
8. RIGHTS OF THE HOLDER
Prior to the exercise hereof, the Holder shall not be entitled to any rights as
a shareholder of the Company by reason of this Warrant, either at law or equity.
9. NOTICES
Except as may be otherwise expressly provided herein, any notice, consent, or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been given: (i) five business days after the
date sent by United States certified mail, return receipt requested, with proper
postage thereon; (ii) one day after sent if sent by overnight courier of
national cognition; or (iii) when transmitted or delivered, if sent by facsimile
or personally delivered (as the case may be), and shall be addressed as follows:
5
<PAGE>
(a) if to the Company, at Suite 1500, 609 Granville Street, Vancouver,
B.C., Canada V7Y 1G5, and
(b) if to the Holder, at 650-3333 Michelson Dr., Irvine, CA, 92612
or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others.
10. APPLICABLE LAW
Washington law shall govern the interpretation, construction, and enforcement of
this Warrant and all transactions and agreements contemplated hereby,
notwithstanding any state's choice of law rules to the contrary.
11. MISCELLANEOUS PROVISIONS
(a) Subject to the terms and conditions contained herein, this Warrant
shall be binding on the Company and its successors and shall inure to
the benefit of the original Holder, its successors and assigns and all
holders of Warrant Shares.
(b) This Warrant may not be modified or terminated, nor may any
performance or condition hereof be waived in whole or in part except
by an agreement in writing signed by the party against whom
enforcement of such modification, termination, or waiver is sought.
(c) If any provision of this Warrant is held by a court of competent
jurisdiction to be invalid, illegal or unenforceable, such provision
shall be severed, enforced to the extent possible, or modified in such
a way as to make it enforceable, and the invalidity, illegality or
unenforceability thereof shall not affect the remainder of this
Warrant.
(d) Paragraph headings used in this Warrant are for convenience only and
shall not be taken or construed to define or limit any of the terms or
of this Warrant. Unless otherwise provided herein, or unless the
context otherwise requires, the use of the singular shall include the
plural and the use of any gender shall include all genders.
ISSUED and executed this 21st day of July, 1998.
SHAMPAN, LAMPORT HOLDINGS LIMITED
By:________________________
Director
6
<PAGE>
EXHIBIT I
NOTICE OF EXERCISE
(To be executed by a Holder desiring to exercise the right to purchase Warrant
Shares pursuant to the Warrant.)
SHAMPAN, LAMPORT HOLDINGS LIMITED
The undersigned Holder of the Warrant hereby:
1. irrevocably elects to exercise the Warrant to the extent of purchasing
_____________Warrant Shares;
2. makes payment in full of the aggregate Exercise Price for those
Warrant Shares in the amount of $________________ by certified check
or wire transfer of immediately available funds;
3. requests, if the number of Warrant Shares purchased are not all the
Warrant Shares purchasable pursuant to the Warrant, that a new Warrant
of like tenor for the remaining Warrant Shares purchasable pursuant to
the Warrant be issued and delivered to the undersigned at the address
indicated below.
Dated:__________________ Holder: __________________________
By: ________________________
Its: ________________________
Address: _________________________________
_________________________________
7
TRANSFER OF THIS WARRANT IS PROHIBITED, EXCEPT AS PROVIDED IN SECTION 2. THE
SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED, OR UNDER THE LAWS OF ANY STATE, AND THUS MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISLRATION UNDER
SUCH LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED).
THIS WARRANT AND THE WARRANT SHARES (AS DEFINED HEREIN) ARE NOT TRANSFERABLE
WITHOUT THE PRIOR CONSENT OF THE VANCOUVER STOCK EXCHANGE UNTIL OCTOBER 15,
1998.
WARRANT- SERIES 1997-A
Warrant No. 2 Warrant to Purchase 700,000
Warrant Shares (subject to
adjustment)
SHAMPAN, LAMPORT HOLDINGS LIMITED
a Washington corporation
Shampan, Lamport Holdings Limited, a Washington corporation (the "Company"), for
value received, hereby grants to Steven A. Rabinovici (the "Holder"), the right,
subject to the terms and conditions set forth herein, to purchase from the
Company, at any time and from time to time, up to Seven Hundred Thousand
(700,000) duly authorized, validly issued, fully paid and non-assessable shares
(the "Warrant Shares") of the Common Stock of the Company (the "Common Stock"),
at an initial purchase price on a per share basis in United States currency,
subject to adjustment as provided in Section 3 hereof, equal to Fifteen Cents
($0.15) if exercised on or before October 15, 1998 and equal to Seventeen and
one-quarter cents ($0.1725) if exercised thereafter ("Exercise Price"). This
Warrant shall terminate if not exercised in full on or prior to October 15,
1999. The number and character of the securities purchasable upon exercise of
such rights of purchase, and the Exercise Price, are subject to adjustment as
provided herein. The term "Warrant" as used herein shall include this Warrant,
any Warrant or Warrants issued in substitution for or replacement of this
Warrant, or any Warrant or Warrants into which this Warrant may be divided or
exchanged. The term "Warrant Shares" shall mean the Common Stock issuable upon
exercise of this Warrant.
1. METHOD OF EXERCISE; PAYMENT OF EXERCISE PRICE
(a) Subject to the other terms and conditions of this Warrant, the
purchase rights evidenced by this Warrant may be exercised in whole
or, from time to time, in part, at the times and subject to the
conditions set forth above, by the Holder's presentation of this
Warrant to the Company at its principal offices, accompanied by a duly
executed Notice of Exercise, in the form attached hereto as Exhibit I
and by this reference incorporated herein, and by payment of the
aggregate Exercise Price in the manner specified in Section 1(b)
hereof, for the number of Warrant Shares specified in the Notice of
Exercise.
1
<PAGE>
(b) The aggregate Exercise Price for the number of Warrant Shares
specified in any Notice of Exercise may be paid in cash by certified
check or bank cashier's check or wire transfer of immediately
available funds.
(c) In the event of any exercise of the rights represented by this
Warrant, a certificate or certificates for the Warrant Shares so
purchased shall be dated the date of such exercise and delivered to
the Holder hereof within a reasonable time, not exceeding fifteen (15)
days after such exercise. If this Warrant is exercised in part only,
as soon as is practicable after the presentation and surrender of this
Warrant to the Company for exercise, the Company shall execute and
deliver to the Holder a new Warrant, containing the same terms and
conditions as this Warrant, evidencing the right of the Holder to
purchase the number of Warrant Shares as to which this Warrant has not
been exercised. Upon receipt of this Warrant by the Company at its
principal offices accompanied by the items required for exercise
specified in subsection (a) above, the Holder shall be deemed to be
the holder of record of the Warrant Shares issuable upon such exercise
and a shareholder of the Company, notwithstanding that the stock
transfer books of the Company may then be closed or that certificates
representing such Warrant Shares may not then be actually delivered to
the Holder.
2. TRANSFERABILITY, EXCHANGE OR LOSS OF WARRANT
(a) Except as provided herein, the Warrants shall not be transferable, in
whole or in part. The Warrants may be transferred to any person
receiving the Warrants from the Holder at the Holder's death pursuant
to a will or trust or the laws of intestate succession.
(b) This Warrant, alone or with any other Warrant owned by the same Holder
containing substantially the same terms and conditions, is
exchangeable at the option of the Holder but at the Company's sole
expense, at any time prior to its expiration either by its terms or by
its exercise in full, upon presentation and surrender to the Company
at its principal offices, for another Warrant or other Warrants, of
different denominations but containing the same terms and conditions
as this Warrant, entitling the Holder to purchase the same aggregate
number of Warrant Shares that were purchasable pursuant to the Warrant
or Warrants presented and surrendered. At the time of presentation and
surrender by the Holder to the Company, the Holder shall also deliver
to the Company a written notice, signed by the Holder, specifying the
denominations in which new Warrants are to be issued to the Holder.
(c) The Company shall execute and deliver to the Holder a new Warrant
containing the same terms and conditions as this Warrant upon receipt
by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, provided that: (i)
in the case of loss, theft or destruction, the Company receives from
the Holder a reasonably satisfactory indemnification; and (ii) in the
case of mutilation, the Company receives from the Holder a reasonably
satisfactory form of indemnity and the Holder presents and surrenders
this Warrant to the Company for cancellation. Any new Warrant executed
and delivered shall constitute an additional contractual obligation on
the part of the Company regardless of whether the Warrant that was
lost, stolen, destroyed, or mutilated is enforceable by anyone at any
time.
2
<PAGE>
(d) The Company will, at the time of or at any time after each exercise of
this Warrant, upon the request of the Holder hereof or of any Warrant
Shares issued upon such exercise, acknowledge in writing its
continuing obligation to afford to such Holder all rights to which
such Holder shall continue to be entitled after such exercise in
accordance with the terms of this Warrant, provided, that if any such
Holder shall fail to make any such request, the failure shall not
affect the continuing obligation of the Company to afford such rights
to such Holder.
3. ADJUSTMENTS OF EXERCISE PRICE
(a) Except as provided herein, upon the occurrence of any of the events
specified in this Section 3, the Exercise Price in effect at the time
of such event and the number of Warrant Shares then purchasable
pursuant to this Warrant at that time shall be proportionately
adjusted as provided herein.
(b) If the number of shares of Common Stock outstanding at any time after
the date hereof is increased by a stock dividend payable in shares of
Common Stock or by a subdivision or split-up of shares of Common
Stock, then, on the date such payment is made or such change is
effective, the Exercise Price shall be appropriately decreased so that
the number of Warrant Shares issuable on the exercise of this Warrant
shall be increased in proportion to such increase of outstanding
shares.
(c) If the number of shares of Common Stock outstanding at any time after
the date hereof is decreased by a combination of the outstanding
shares of Common Stock, then, on the effective date of such
combination, the Exercise Price shall be appropriately increased so
that the number of Warrant Shares issuable on the exercise of this
Warrant shall be decreased in proportion to such decrease of
outstanding shares.
(d) All calculations under this Section 3 shall be made to the nearest one
hundredth (11100) cent or to the nearest one hundredth (11100) of a
share, as the case may be. In no event shall the Exercise Price be
reduced to less than $.01.
(e) No adjustment in the Exercise Price need be made if such adjustment
would result in a change in the Exercise Price of less than $0.01. Any
adjustment of less than $0.01 which is not made shall be carried
forward and shall be made at the time of and together with any
subsequent adjustment which, on a cumulative basis, amounts to an
adjustment of $0.01 or more in the Exercise Price.
3
<PAGE>
(f) Upon the occurrence of each adjustment or readjustment of the Exercise
Price pursuant to this Section 3, the Company at its expense shall
promptly compute such adjustment or readjustment in accordance with
the terms hereof and prepare and furnish to the Holder hereof a
certificate of an Officer of the Company setting forth such adjustment
or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon written
request at any time of any Holder hereof, furnish or cause to be
furnished to such Holder a like certificate setting forth (i) such
adjustments and readjustments, (ii) the Exercise Price at the time in
effect, and (iii) the number of Warrant Shares and the amount, if any,
of other property which at the time would be received upon the
exercise of this Warrant.
(g) In the event of any taking by the Company of a record of the holders
of any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for, purchase
or otherwise acquire any shares of stock of any class or any other
securities or property or to receive any right, the Company shall mail
to the Holder hereof at least ten (10) days prior to such record date,
a notice specifying the date on which any such record is to be taken
for the purpose of such dividend or distribution or right, and the
amount and character of such dividend, distribution or right.
(h) For purposes of this Section 3, equity securities owned or held at any
relevant time by or for the account of the Company in its treasury
shall not be deemed to be outstanding for purposes of the calculations
and adjustments described.
4. STOCK FULLY PAID; RESERVATION OF WARRANT STOCK
The Company covenants and agrees that all Warrant Shares that may be issued upon
the exercise of this Warrant will, upon issuance, be fully paid and
non-assessable and free from all taxes, liens and charges with respect to
issuance. The Company further covenants and agrees that during the period within
which this Warrant may be exercised, the Company will at all times have
authorized and reserved for the purpose of the issue upon exercise of the rights
evidenced by this Warrant a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.
5. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933
(a) This Warrant is non-transferable. The Warrant Shares, and all other
equity securities issued or issuable upon exercise of this Warrant,
may not be offered, sold or transferred, in whole or in part, in the
absence of an effective registration statement under the Securities
Act of 1933, as amended (the "Act"), and all applicable state
securities statutes, or an opinion of counsel acceptable to the
Company to the effect that such registration is not required.
(b) The Company shall cause the following legends to be set forth on each
certificate representing the Warrant Shares issuable upon exercise of
this Warrant:
4
<PAGE>
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT"), AND MAY NOT BE SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER THE
SECURITIES ACT, OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION
OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT NO REGISITRATION
IS REQUIRED IN CONNECTION WITH SUCH SALE, ASSIGNMENT OR TRANSFER OR
THAT AN EXEMPTION TO SUCH REGISTRATION IS AVAILABLE."
"THESE SECURITIES MAY NOT BE TRANSFERRED WITHOUT THE PRIOR CONSENT OF
THE VANCOUVER STOCK EXCHANGE UNTIL OCTOBER 15, 1998.
7. FRACTIONAL SHARES
No fractional shares of Warrant Shares or scrip representing fractional shares
of Warrant Shares shall be issued upon the exercise of all or any part of this
Warrant. With respect to any fraction of a unit or any security called for upon
any exercise of this Warrant, the Company shall pay to the Holder an amount in
money equal to that fraction multiplied by the then Current Market Price. For
purposes of this Agreement, the term "Current Market Price" shall mean the
average for the 20 consecutive trading days immediately preceding the date in
question of the daily per share closing prices of the Common Stock as reported
by the OTC Bulletin Board or the Nasdaq SmallCap Market or the principal
securities exchange on which it is listed, as the case made be. The closing
price referred to above shall be the last reported sale price or, if no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices, in either case as reported by the OTC Bulletin Board of the
Nasdaq SmallCap Market or the principal securities exchange on which it is
listed, as the case may be.
8. RIGHTS OF THE HOLDER
Prior to the exercise hereof, the Holder shall not be entitled to any rights as
a shareholder of the Company by reason of this Warrant, either at law or equity.
9. NOTICES
Except as may be otherwise expressly provided herein, any notice, consent, or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been given: (i) five business days after the
date sent by United States certified mail, return receipt requested, with proper
postage thereon; (ii) one day after sent if sent by overnight courier of
national cognition; or (iii) when transmitted or delivered, if sent by facsimile
or personally delivered (as the case may be), and shall be addressed as follows:
5
<PAGE>
(a) if to the Company, at Suite 1500, 609 Granville Street, Vancouver,
B.C., Canada V7Y 1G5, and
(b) if to the Holder, at 650-3333 Michelson Dr., Irvine, CA, 92612
or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others.
10. APPLICABLE LAW
Washington law shall govern the interpretation, construction, and enforcement of
this Warrant and all transactions and agreements contemplated hereby,
notwithstanding any state's choice of law rules to the contrary.
11. MISCELLANEOUS PROVISIONS
(a) Subject to the terms and conditions contained herein, this Warrant
shall be binding on the Company and its successors and shall inure to
the benefit of the original Holder, its successors and assigns and all
holders of Warrant Shares.
(b) This Warrant may not be modified or terminated, nor may any
performance or condition hereof be waived in whole or in part except
by an agreement in writing signed by the party against whom
enforcement of such modification, termination, or waiver is sought.
(c) If any provision of this Warrant is held by a court of competent
jurisdiction to be invalid, illegal or unenforceable, such provision
shall be severed, enforced to the extent possible, or modified in such
a way as to make it enforceable, and the invalidity, illegality or
unenforceability thereof shall not affect the remainder of this
Warrant.
(d) Paragraph headings used in this Warrant are for convenience only and
shall not be taken or construed to define or limit any of the terms or
of this Warrant. Unless otherwise provided herein, or unless the
context otherwise requires, the use of the singular shall include the
plural and the use of any gender shall include all genders.
ISSUED and executed this 21st day of July, 1998.
SHAMPAN, LAMPORT HOLDINGS LIMITED
By:________________________
Director
6
<PAGE>
EXHIBIT I
NOTICE OF EXERCISE
(To be executed by a Holder desiring to exercise the right to purchase Warrant
Shares pursuant to the Warrant.)
SHAMPAN, LAMPORT HOLDINGS LIMITED
The undersigned Holder of the Warrant hereby:
1. irrevocably elects to exercise the Warrant to the extent of purchasing
_____________Warrant Shares;
2. makes payment in full of the aggregate Exercise Price for those
Warrant Shares in the amount of $________________ by certified check
or wire transfer of immediately available funds;
3. requests, if the number of Warrant Shares purchased are not all the
Warrant Shares purchasable pursuant to the Warrant, that a new Warrant
of like tenor for the remaining Warrant Shares purchasable pursuant to
the Warrant be issued and delivered to the undersigned at the address
indicated below.
Dated:__________________ Holder: __________________________
By: ________________________
Its: ________________________
Address: _________________________________
_________________________________
7
TRANSFER OF THIS WARRANT IS PROHIBITED, EXCEPT AS PROVIDED IN SECTION 2. THE
SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED, OR UNDER THE LAWS OF ANY STATE, AND THUS MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISLRATION UNDER
SUCH LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED).
THIS WARRANT AND THE WARRANT SHARES (AS DEFINED HEREIN) ARE NOT TRANSFERABLE
WITHOUT THE PRIOR CONSENT OF THE VANCOUVER STOCK EXCHANGE UNTIL OCTOBER 15,
1998.
WARRANT- SERIES 1997-A
Warrant No. 3 Warrant to Purchase 283,333
Warrant Shares (subject to
adjustment)
SHAMPAN, LAMPORT HOLDINGS LIMITED
a Washington corporation
Shampan, Lamport Holdings Limited, a Washington corporation (the "Company"), for
value received, hereby grants to Geller & Friend Partnership I (the "Holder"),
the right, subject to the terms and conditions set forth herein, to purchase
from the Company, at any time and from time to time, up to Two Hundred and
Eighty Three Thousand Three Hundred and Thirty Three (283,333) duly authorized,
validly issued, fully paid and non-assessable shares (the "Warrant Shares") of
the Common Stock of the Company (the "Common Stock"), at an initial purchase
price on a per share basis in United States currency, subject to adjustment as
provided in Section 3 hereof, equal to Fifteen Cents ($0.15) if exercised on or
before October 15, 1998 and equal to Seventeen and one-quarter cents ($0.1725)
if exercised thereafter ("Exercise Price"). This Warrant shall terminate if not
exercised in full on or prior to October 15, 1999. The number and character of
the securities purchasable upon exercise of such rights of purchase, and the
Exercise Price, are subject to adjustment as provided herein. The term "Warrant"
as used herein shall include this Warrant, any Warrant or Warrants issued in
substitution for or replacement of this Warrant, or any Warrant or Warrants into
which this Warrant may be divided or exchanged. The term "Warrant Shares" shall
mean the Common Stock issuable upon exercise of this Warrant.
1. METHOD OF EXERCISE; PAYMENT OF EXERCISE PRICE
(a) Subject to the other terms and conditions of this Warrant, the
purchase rights evidenced by this Warrant may be exercised in whole
or, from time to time, in part, at the times and subject to the
conditions set forth above, by the Holder's presentation of this
Warrant to the Company at its principal offices, accompanied by a duly
executed Notice of Exercise, in the form attached hereto as Exhibit I
and by this reference incorporated herein, and by payment of the
aggregate Exercise Price in the manner specified in Section 1(b)
hereof, for the number of Warrant Shares specified in the Notice of
Exercise.
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<PAGE>
(b) The aggregate Exercise Price for the number of Warrant Shares
specified in any Notice of Exercise may be paid in cash by certified
check or bank cashier's check or wire transfer of immediately
available funds.
(c) In the event of any exercise of the rights represented by this
Warrant, a certificate or certificates for the Warrant Shares so
purchased shall be dated the date of such exercise and delivered to
the Holder hereof within a reasonable time, not exceeding fifteen (15)
days after such exercise. If this Warrant is exercised in part only,
as soon as is practicable after the presentation and surrender of this
Warrant to the Company for exercise, the Company shall execute and
deliver to the Holder a new Warrant, containing the same terms and
conditions as this Warrant, evidencing the right of the Holder to
purchase the number of Warrant Shares as to which this Warrant has not
been exercised. Upon receipt of this Warrant by the Company at its
principal offices accompanied by the items required for exercise
specified in subsection (a) above, the Holder shall be deemed to be
the holder of record of the Warrant Shares issuable upon such exercise
and a shareholder of the Company, notwithstanding that the stock
transfer books of the Company may then be closed or that certificates
representing such Warrant Shares may not then be actually delivered to
the Holder.
2. TRANSFERABILITY, EXCHANGE OR LOSS OF WARRANT
(a) Except as provided herein, the Warrants shall not be transferable, in
whole or in part. The Warrants may be transferred to any person
receiving the Warrants from the Holder at the Holder's death pursuant
to a will or trust or the laws of intestate succession.
(b) This Warrant, alone or with any other Warrant owned by the same Holder
containing substantially the same terms and conditions, is
exchangeable at the option of the Holder but at the Company's sole
expense, at any time prior to its expiration either by its terms or by
its exercise in full, upon presentation and surrender to the Company
at its principal offices, for another Warrant or other Warrants, of
different denominations but containing the same terms and conditions
as this Warrant, entitling the Holder to purchase the same aggregate
number of Warrant Shares that were purchasable pursuant to the Warrant
or Warrants presented and surrendered. At the time of presentation and
surrender by the Holder to the Company, the Holder shall also deliver
to the Company a written notice, signed by the Holder, specifying the
denominations in which new Warrants are to be issued to the Holder.
(c) The Company shall execute and deliver to the Holder a new Warrant
containing the same terms and conditions as this Warrant upon receipt
by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, provided that: (i)
in the case of loss, theft or destruction, the Company receives from
the Holder a reasonably satisfactory indemnification; and (ii) in the
case of mutilation, the Company receives from the Holder a reasonably
satisfactory form of indemnity and the Holder presents and surrenders
this Warrant to the Company for cancellation. Any new Warrant executed
and delivered shall constitute an additional contractual obligation on
the part of the Company regardless of whether the Warrant that was
lost, stolen, destroyed, or mutilated is enforceable by anyone at any
time.
2
<PAGE>
(d) The Company will, at the time of or at any time after each exercise of
this Warrant, upon the request of the Holder hereof or of any Warrant
Shares issued upon such exercise, acknowledge in writing its
continuing obligation to afford to such Holder all rights to which
such Holder shall continue to be entitled after such exercise in
accordance with the terms of this Warrant, provided, that if any such
Holder shall fail to make any such request, the failure shall not
affect the continuing obligation of the Company to afford such rights
to such Holder.
3. ADJUSTMENTS OF EXERCISE PRICE
(a) Except as provided herein, upon the occurrence of any of the events
specified in this Section 3, the Exercise Price in effect at the time
of such event and the number of Warrant Shares then purchasable
pursuant to this Warrant at that time shall be proportionately
adjusted as provided herein.
(b) If the number of shares of Common Stock outstanding at any time after
the date hereof is increased by a stock dividend payable in shares of
Common Stock or by a subdivision or split-up of shares of Common
Stock, then, on the date such payment is made or such change is
effective, the Exercise Price shall be appropriately decreased so that
the number of Warrant Shares issuable on the exercise of this Warrant
shall be increased in proportion to such increase of outstanding
shares.
(c) If the number of shares of Common Stock outstanding at any time after
the date hereof is decreased by a combination of the outstanding
shares of Common Stock, then, on the effective date of such
combination, the Exercise Price shall be appropriately increased so
that the number of Warrant Shares issuable on the exercise of this
Warrant shall be decreased in proportion to such decrease of
outstanding shares.
(d) All calculations under this Section 3 shall be made to the nearest one
hundredth (11100) cent or to the nearest one hundredth (11100) of a
share, as the case may be. In no event shall the Exercise Price be
reduced to less than $.01.
(e) No adjustment in the Exercise Price need be made if such adjustment
would result in a change in the Exercise Price of less than $0.01. Any
adjustment of less than $0.01 which is not made shall be carried
forward and shall be made at the time of and together with any
subsequent adjustment which, on a cumulative basis, amounts to an
adjustment of $0.01 or more in the Exercise Price.
3
<PAGE>
(f) Upon the occurrence of each adjustment or readjustment of the Exercise
Price pursuant to this Section 3, the Company at its expense shall
promptly compute such adjustment or readjustment in accordance with
the terms hereof and prepare and furnish to the Holder hereof a
certificate of an Officer of the Company setting forth such adjustment
or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon written
request at any time of any Holder hereof, furnish or cause to be
furnished to such Holder a like certificate setting forth (i) such
adjustments and readjustments, (ii) the Exercise Price at the time in
effect, and (iii) the number of Warrant Shares and the amount, if any,
of other property which at the time would be received upon the
exercise of this Warrant.
(g) In the event of any taking by the Company of a record of the holders
of any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for, purchase
or otherwise acquire any shares of stock of any class or any other
securities or property or to receive any right, the Company shall mail
to the Holder hereof at least ten (10) days prior to such record date,
a notice specifying the date on which any such record is to be taken
for the purpose of such dividend or distribution or right, and the
amount and character of such dividend, distribution or right.
(h) For purposes of this Section 3, equity securities owned or held at any
relevant time by or for the account of the Company in its treasury
shall not be deemed to be outstanding for purposes of the calculations
and adjustments described.
4. STOCK FULLY PAID; RESERVATION OF WARRANT STOCK
The Company covenants and agrees that all Warrant Shares that may be issued upon
the exercise of this Warrant will, upon issuance, be fully paid and
non-assessable and free from all taxes, liens and charges with respect to
issuance. The Company further covenants and agrees that during the period within
which this Warrant may be exercised, the Company will at all times have
authorized and reserved for the purpose of the issue upon exercise of the rights
evidenced by this Warrant a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.
5. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933
(a) This Warrant is non-transferable. The Warrant Shares, and all other
equity securities issued or issuable upon exercise of this Warrant,
may not be offered, sold or transferred, in whole or in part, in the
absence of an effective registration statement under the Securities
Act of 1933, as amended (the "Act"), and all applicable state
securities statutes, or an opinion of counsel acceptable to the
Company to the effect that such registration is not required.
(b) The Company shall cause the following legends to be set forth on each
certificate representing the Warrant Shares issuable upon exercise of
this Warrant:
4
<PAGE>
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT"), AND MAY NOT BE SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER THE
SECURITIES ACT, OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION
OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT NO REGISITRATION
IS REQUIRED IN CONNECTION WITH SUCH SALE, ASSIGNMENT OR TRANSFER OR
THAT AN EXEMPTION TO SUCH REGISTRATION IS AVAILABLE."
"THESE SECURITIES MAY NOT BE TRANSFERRED WITHOUT THE PRIOR CONSENT OF
THE VANCOUVER STOCK EXCHANGE UNTIL OCTOBER 15, 1998.
7. FRACTIONAL SHARES
No fractional shares of Warrant Shares or scrip representing fractional shares
of Warrant Shares shall be issued upon the exercise of all or any part of this
Warrant. With respect to any fraction of a unit or any security called for upon
any exercise of this Warrant, the Company shall pay to the Holder an amount in
money equal to that fraction multiplied by the then Current Market Price. For
purposes of this Agreement, the term "Current Market Price" shall mean the
average for the 20 consecutive trading days immediately preceding the date in
question of the daily per share closing prices of the Common Stock as reported
by the OTC Bulletin Board or the Nasdaq SmallCap Market or the principal
securities exchange on which it is listed, as the case made be. The closing
price referred to above shall be the last reported sale price or, if no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices, in either case as reported by the OTC Bulletin Board of the
Nasdaq SmallCap Market or the principal securities exchange on which it is
listed, as the case may be.
8. RIGHTS OF THE HOLDER
Prior to the exercise hereof, the Holder shall not be entitled to any rights as
a shareholder of the Company by reason of this Warrant, either at law or equity.
9. NOTICES
Except as may be otherwise expressly provided herein, any notice, consent, or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been given: (i) five business days after the
date sent by United States certified mail, return receipt requested, with proper
postage thereon; (ii) one day after sent if sent by overnight courier of
national cognition; or (iii) when transmitted or delivered, if sent by facsimile
or personally delivered (as the case may be), and shall be addressed as follows:
5
<PAGE>
(a) if to the Company, at Suite 1500, 609 Granville Street, Vancouver,
B.C., Canada V7Y 1G5, and
(b) if to the Holder, at 650-3333 Michelson Dr., Irvine, CA, 92612
or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others.
10. APPLICABLE LAW
Washington law shall govern the interpretation, construction, and enforcement of
this Warrant and all transactions and agreements contemplated hereby,
notwithstanding any state's choice of law rules to the contrary.
11. MISCELLANEOUS PROVISIONS
(a) Subject to the terms and conditions contained herein, this Warrant
shall be binding on the Company and its successors and shall inure to
the benefit of the original Holder, its successors and assigns and all
holders of Warrant Shares.
(b) This Warrant may not be modified or terminated, nor may any
performance or condition hereof be waived in whole or in part except
by an agreement in writing signed by the party against whom
enforcement of such modification, termination, or waiver is sought.
(c) If any provision of this Warrant is held by a court of competent
jurisdiction to be invalid, illegal or unenforceable, such provision
shall be severed, enforced to the extent possible, or modified in such
a way as to make it enforceable, and the invalidity, illegality or
unenforceability thereof shall not affect the remainder of this
Warrant.
(d) Paragraph headings used in this Warrant are for convenience only and
shall not be taken or construed to define or limit any of the terms or
of this Warrant. Unless otherwise provided herein, or unless the
context otherwise requires, the use of the singular shall include the
plural and the use of any gender shall include all genders.
ISSUED and executed this 21st day of July, 1998.
SHAMPAN, LAMPORT HOLDINGS LIMITED
By:________________________
Director
6
<PAGE>
EXHIBIT I
NOTICE OF EXERCISE
(To be executed by a Holder desiring to exercise the right to purchase Warrant
Shares pursuant to the Warrant.)
SHAMPAN, LAMPORT HOLDINGS LIMITED
The undersigned Holder of the Warrant hereby:
1. irrevocably elects to exercise the Warrant to the extent of purchasing
_____________Warrant Shares;
2. makes payment in full of the aggregate Exercise Price for those
Warrant Shares in the amount of $________________ by certified check
or wire transfer of immediately available funds;
3. requests, if the number of Warrant Shares purchased are not all the
Warrant Shares purchasable pursuant to the Warrant, that a new Warrant
of like tenor for the remaining Warrant Shares purchasable pursuant to
the Warrant be issued and delivered to the undersigned at the address
indicated below.
Dated:__________________ Holder: __________________________
By: ________________________
Its: ________________________
Address: _________________________________
_________________________________
7
