UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SMART CHOICE AUTOMOTIVE GROUP, INC.
(Exact Name of Registrant as Specified in its Chapter)
Florida 59-1469577
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
5200 South Washington Avenue
Titusville, Florida 32780
If this form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of
effective upon filing pursuant to General debt securities and is to
Instruction A(c) (1) please check the become effective simultaneously
following box ____ with effectiveness of a
concurrent registration
statement under the Securities
Act of 1933 pursuant to General
Instruction A (c) (2) please check
the following box. ____
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Boston Stock Exchange
Common Stock, par value $.01 per share Nasdaq SmallCap Market
Redeemable Common Stock Boston Stock Exchange
Purchase Warrants Nasdaq SmallCap Market
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
Redeemable Common Stock Purchase Warrants
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the Common Stock,
$.01 par value per share and Redeemable Common Stock Purchase
Warrants of Smart Choice Automotive Group, Inc. formerly known as
Eckler Industries, Inc. (the "Company"). The Company's Common
Stock and Redeemable Common Stock Purchase Warrants are quoted on
the Boston Stock Exchange and the Nasdaq SmallCap Market.
The following summary description of the capital stock of
the Company is qualified in its entirety by reference to the
Company's Articles of Incorporation, as amended, and Bylaws,
which are incorporated by reference herein. This description may
be updated by reports subsequently filed by the Company with the
Securities and Exchange Commission for such purpose.
HISTORY
At the Annual Meeting of Shareholders held on March 21,
1997, the shareholders of the Company approved proposals (a) to
change the Company's name to Smart Choice Automotive Group, Inc.,
and (b) to adopt a plan of recapitalization (the "Plan of
Recapitalization") which (i) provides for one class of Common
Stock, consisting of 100,000,000 authorized shares, (ii)
reclassifies, changes and converts each issued share of Class A
Common Stock into one share of Common Stock and each issued share
of Class B Common Stock into two shares of Common Stock and (iii)
authorizes 5,000,000 shares of preferred stock (the "Preferred
Stock") issuable at the discretion of the Board of Directors in
series, the characteristics of which will be set by the Board of
Directors.
On March 24, 1997, the Company filed an amendment to its
Articles of Incorporation with the Florida Secretary of State to
effectuate (i) the name change and (ii) the Plan of
Recapitalization. The Company is filing this Registration
Statement on Form 8-A to register the Common Stock and Redeemable
Common Stock Purchase Warrants which resulted from the
effectuation of the Plan of Recapitalization, in which the
outstanding shares of Class A Common Stock and Class B Common
Stock were converted into shares of Common Stock on a 1 to 1 and
a 2 to 1 basis, respectively.
COMMON STOCK
Holders of the Common Stock are entitled to one vote per
share on all matters to be voted on by the shareholders and are
not entitled to cumulative voting. Accordingly, the holders of a
majority of the outstanding shares have the power to elect
directors and to control the resolution of all issues put to a
vote of the shareholders except for removal of any directors for
cause which requires the affirmative vote of holders of at least
66-2/3% of the outstanding shares of Common Stock of the Company.
The shareholders of the Common Stock are entitled to receive
dividends, if any, as may be declared and paid by the Board of
Directors in its discretion from funds legally available
therefor, subject to the preferential dividend rights applicable
to shares of any series of Preferred Stock. In the event of any
voluntary or involuntary liquidation, dissolution or winding up
of the Company, after distribution in full of the preferential
amounts to be distributed to the shareholders of the Preferred
Stock, if any, the shareholders of the Common Stock are entitled
to receive pro rata all of the remaining assets of the Company
available for distribution to its shareholders. There are no
preemptive or other subscription rights, conversion rights or
sinking fund provisions with respect to shares of the Common
Stock. All outstanding shares of the Common Stock are fully paid
and nonassessable. The rights and preferences of the holders of
Common Stock are subject to, and may be adversely affected by,
the rights of shareholders of any series of Preferred Stock which
the directors, without shareholder approval, may designate and
issue in the future.
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
Holders of publicly traded warrants, issued under the terms
and conditions of that certain Warrant Agreement between the
Company and the American Stock Transfer and Trust Company dated
November 15, 1995, as amended, are entitled to purchase one share
of Common Stock at a price of $6.50 per share until the warrants
expire on November 9, 2000. Each warrant is redeemable by the
Company upon thirty (30) days' notice at a redemption price of
$.05 per warrant provided the average closing price (as defined
in the Warrant Agreement) of the Common Stock shall equal or
exceed $8.75 per share for twenty (20) consecutive trading days
ending three (3) days prior to the date of the Company's notice
of redemption, subject to adjustment for stock dividends, stock
splits and other anti-dilution provisions in the Warrant
Agreement. Although the Company does not presently contemplate
doing so, the expiration date of the warrants may be extended and
the exercise price may be reduced if deemed appropriate by the
Board of Directors or the Company. The warrants are also subject
to price adjustments upon the occurrence of certain events
including subdivisions or combinations of the Common Stock.
PREFERRED STOCK
The Company's Board of Directors may authorize the issuance
of up to 5,000,000 shares of Preferred Stock in one or more
series, and may fix by resolution, to the extent permitted by the
Florida Business Corporation Act, the terms and rights of each
such series, including the voting powers, full or limited, if
any, of the shares of such series and the designations,
preferences, and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions
thereof. The issuance of Preferred Stock by action of the Board
of Directors could adversely affect the voting power, dividend
rights and other rights of holders of the Common Stock. Issuance
of a series of Preferred Stock could also, depending on the terms
of such series, either impede or facilitate the completion of a
merger, tender offer or other takeover attempt. The authorized
shares of Preferred Stock are available for issuance without
further action by the Company's shareholders, unless such action
is required by applicable law or the rules of any stock exchange
on which the Common Stock may then be listed.
Item 2. Exhibits.
I. Exhibit List
3.1 Amended and Restated Articles of Incorporation
(previously filed as Exhibit 3.1 to the Company's Form
SB-2 Registration Statement filed with the Securities
and Exchange Commission on September 1, 1995, File No.
33-96520-A, and incorporated herein by reference).
3.2 Articles of Amendment to Articles of Incorporation
dated March 21, 1997.*
3.3 Amended and Restated Bylaws (previously filed as
Exhibit 3.2 to the Company's Form SB-2 Registration
Statement filed with the Securities and Exchange
Commission on September 1, 1995, File No. 33-96520-A,
and incorporated herein by reference).
4.1 Specimen of Common Stock Certificate*
4.2 Specimen of Warrant Certificate*
4.3 Form of Warrant Agreement between the Company and
American Stock Transfer and Trust Company, as Warrant
Agent (previously filed as Exhibit 4.5 to Amendment No.
2 to the Company's Form SB-2 Registration Statement
filed with the Securities and Exchange Commission on
November 6, 1995, File No. 33-96520-A, and incorporated
herein by reference).
4.4 Form of Amendment to Warrant Agreement*
* Filed herewith.
II. Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized:
SMART CHOICE AUTOMOTIVE GROUP, INC.
Date: April 15, 1997 By: /s/ Gary R. Smith
Gary R. Smith, President
Exhibit Index
3.2 Articles of Amendment to Articles of Incorporation
dated March 21, 1997.*
4.1 Specimen of Common Stock Certificate
4.2 Specimen of Warrant Certificate
4.4 Form of Amendment to Warrant Agreement.
EXHIBIT 3.2
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 4.4
Exhibit 3.2 Articles of Amendment to Articles of Incorporation dated
March 21, 1997
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ECKLER INDUSTRIES, INC.
Pursuant to the provisions of section 607.1006, Florida
Statutes, this corporation adopts the following articles of
amendment to its articles of incorporation:
FIRST: ARTICLE II
1. The name of the Corporation is Eckler Industries, Inc.
(the "Corporation").
2. Article II of the Articles of Incorporation of the
Corporation is amended to read as follows:
Name
The name of this Corporation shall be:
SMART CHOICE AUTOMOTIVE GROUP, INC.
SECOND: ARTICLE V
Article V of the Articles of Incorporation of the
Corporation is amended to read as follows:
Capital Stock
The aggregate number of shares of capital stock which the
Corporation has authority to issue is 105,000,000 shares, which
shall consist of 100,000,000 shares of Common Stock, $.01 par
value per share ("Common Stock"), and 5,000,000 shares of
preferred stock, $.01 par value per share ("Preferred Stock").
No shareholder of any stock of this Corporation shall have
preemptive rights. There shall be no cumulative voting by the
shareholders of the Corporation.
Each share of Class A Common Stock of the Corporation
outstanding when these Articles become effective, shall be
reclassified, changed and converted into one fully paid and
nonassessable share of Common Stock, $.01 par value per share.
Each share of Class B Common Stock of this Corporation issued and
outstanding when these Articles become effective, shall be
reclassified, changed and converted into two fully paid and
nonassessable shares of Common Stock, $.01 par value per share.
The stated capital applicable to the shares of Common Stock
resulting from such reclassification and changes of each
outstanding share of Class A Common Stock and Class B Common
Stock be the same as the stated capital then applicable to such
outstanding shares.
A. Common Stock. Subject to the preferential dividend
rights applicable to shares of any series of Preferred Stock, the
holders of shares of Common Stock shall be entitled to receive
such dividends as may be declared by the Board of Directors. In
the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, after distribution
in full of the preferential amounts to be distributed to the
holders of shares of the Preferred Stock, the holders of shares
of the Common Stock shall be entitled to receive all of the
remaining assets of the Corporation available for distribution to
its shareholders, ratably in proportion to the number of shares
of the Common Stock held by them. Each holder of record of the
Common Stock shall have one vote for such share of Common Stock
standing in such holder's name on the books of the Corporation
and entitled to vote.
B. Preferred Stock. The Preferred Stock may be issued by
the Board of Directors, from time to time, in one or more series.
Authority is hereby vested solely in the Board of Directors of
the Corporation to provide, from time to time, for the issuance
of Preferred Stock in one or more series and in connection
therewith to determine without shareholder approval, the number
of shares to be included and such of the designations, powers,
preferences, and relative rights and the qualifications,
limitations, and restrictions of any such series, including,
without limiting the generality of the foregoing, any of the
following provisions with respect to which the Board of Directors
shall determine to make affirmative provision:
1. The designation and name of such series and the
number of shares that shall constitute such series;
2. The annual dividend rate or rates payable on
shares of such series, the date or dates from which such
dividends shall commence to accrue, and the dividend payment
dates for such dividends;
3. Whether dividends on such series are to be
cumulative or noncumulative, and the participating or other
special rights, if any, with respect to the payment of dividends;
4. Whether such series shall be subject to redemption
and, if so, the manner of redemption, the redemption price or
prices and the terms and conditions on which shares of such
series may be redeemed;
5. Whether such series shall have a sinking fund or
other retirement provisions for the redemption or purchase of
shares of such series, and, if so, the terms and amount of such
sinking fund or other retirement provisions and the extent to
which the charges therefor are to have priority over the payment
of dividends on or the making of sinking fund or other like
retirement provisions for shares of any other series or over the
payment of dividends on the Common Stock;
6. The amounts payable on shares of such series on
voluntary or involuntary dissolution, liquidation, or winding up
of the affairs of the corporation and the extent to which such
payment shall have priority over the payment of any amount on
voluntary or involuntary dissolution, liquidation, or winding up
of the affairs of the corporation on shares of any other series
or on the Common Stock;
7. The terms and conditions, if any, on which shares
of such series may be converted into, or exchanged for, shares of
any other series or of Common Stock;
8. The extent of the voting powers, if any, of the
shares of such series;
9. The stated value, if any, for the shares of such
series, the consideration for which shares of such series may be
issued and the amount of such consideration that shall be
credited to the capital account; and
10. Any other preferences and relative, participating,
optional, or other special rights, and qualifications,
limitations or restrictions thereof, or any other term or
provision of shares of such series as the Board of Directors may
deem appropriate or desirable.
The Board of Directors is expressly authorized to vary the
provisions relating to the foregoing matters between the various
series of Preferred Stock.
All shares of Preferred Stock of any one series shall be
identical in all respects with all other shares of such series,
except that shares of any one series issued at different times
may differ as to the dates from which dividends thereon shall be
payable, and if cumulative, shall cumulate.
Shares of any series of Preferred Stock that shall be issued
and thereafter acquired by the Corporation through purchase,
redemption (whether through the operation of a sinking fund or
otherwise), conversion, exchange, or otherwise, shall, upon
appropriate filing and recording to the extent required by law,
have the status of authorized and unissued shares of Preferred
Stock and may be reissued as part of such series or as part of
any other series of Preferred Stock. Unless otherwise provided
in the resolution or resolutions of the Board of Directors
providing for the issuance thereof, the number of authorized
shares of stock of any series of Preferred Stock may be increased
or decreased (but not below the number of shares thereof then
outstanding) by resolution or resolutions of the Board of
Directors and appropriate filing and recording to the extent
required by law. In case the number of shares of any such series
of Preferred Stock shall be decreased, the shares representing
such decrease shall, unless otherwise provided in the resolution
or resolutions of the Board of Directors providing for the
issuance thereof, resume the status of authorized but unissued
shares of Preferred Stock, undesignated as to series.
THIRD:
The Board of Directors adopted each of these amendments
February 1, 1997 and recommended the Amendments to Article II and
Article V of the Articles of Incorporation to the Corporation's
shareholders at the Corporation's Annual Meeting held on March
21, 1997.
FOURTH:
The Amendment to Article II of the Articles of Incorporation
was approved by the affirmative vote of a majority of (a) the
Class A Common Stock entitled to vote on the matter and (b) the
Class B Common Stock entitled to vote on the matter, voting
together as a single class. The number of votes cast by the
Class A Common Stock and the Class B Common Stock voting together
as a single class was sufficient for approval of the Amendment to
Article II of the Corporation's Articles of Incorporation. The
Class A Common Stock and the Class B Common Stock, voting
together as a single class, is the only voting group entitled to
vote on the Amendment to Article II of the Articles of
Incorporation.
The Amendment to Article V of the Articles of Incorporation
was approved by (i) the holders of the Class A Common Stock,
voting as a separate voting group, and (ii) the holders of the
Corporation's Class B Common Stock, voting as a separate voting
group. The number of votes cast by the Class A voting group was
sufficient for approval, and the number of votes cast by the
Class B voting group was sufficient for approval . The Class A
Common Stock and the Class B Common Stock are the only voting
groups that are entitled to vote on the Amendment to Article V of
the Articles of Incorporation.
SIGNED, this 21st, day of March, 1997.
ECKLER INDUSTRIES, INC.
By: /s/ Gary R. Smith
Gary R. Smith, President
Exhibit 4.1 Specimen of Common Stock Certificate
SCCOMMON STOCK
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 831686 10 0
SMART CHOICE AUTOMOTIVE GROUP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
THIS IS TO CERTIFY that
is the owner of
full-paid and non-assessable shares of Common Stock of the par value of One
Cent ($.01) each of
SMART CHOICE AUTOMOTIVE GROUP, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed.
This Certificate is not valid until countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated
SECRETARY
PRESIDENT/CEO
COUNTERSIGNED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, N.Y.)
TRANSFER AGENT
BY
AUTHORIZED SIGNATURE
Exhibit 4.1 Specimen of Common Stock Certificate (Reverse)
The Corporation will furnish without charge to any shareholder who so requests
a full statement of, and the authority of the Board of
Directors to fix, the designation, relative rights, preferences and
limitations of the shares of each class of stock, or series thereof, authorized
to be issued.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM as tenants in common
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)
Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
NOTICE:
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
Exhibit 4.2 Specimen of Warrant Certificate
No. W
VOID AFTER 5:00 P.M., NEW YORK TIME, ON NOVEMBER 9, 2000, UNLESS EXTENDED
REDEEMABLE COMMON STOCK PURCHASE WARRANT
CERTIFICATE FOR PURCHASE OF COMMON STOCK
WARRANT(S)
SMART CHOICE AUTOMOTIVE GROUP, INC.
CUSIP 831686 11 8
THIS CERTIFIES THAT FOR VALUE RECEIVED
or registered assigns (the ``Registered Holder''), is the owner of the number
of Redeemable Common Stock Purchase Warrants (``Warrants'') above. Each
Warrant initially entitles the Registered Holder to purchase, subject to the
terms and conditions set forth in this Certificate and the Warrant Agreement
(as hereinafter defined), one fully paid and nonassessable share of Common
Stock, $.01 par value, of Smart Choice Automotive Group, Inc., a Florida
corporation (the ``Company''), at any time between November 9, 1996 and the
Expiration Date (as hereinafter defined), upon the presentation and surrender
of this Warrant Certificate with the Subscription Form on the reverse hereof
duly executed, at the corporate office of American Stock Transfer & Trust
Company as Warrant Agent, or its successor (the ``Warrant Agent''), accompanied
by payment of $6.50 (the ``Purchase Price'') in lawful money of the United
States of America in cash or by official bank or certified check made payable
to Smart Choice Automotive Group, Inc.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement, dated November 15, 1995, as amended, (the
``Warrant Agreement''), by and between the Company and the Warrant Agent.
In the event of certain contingencies provided for in the Warrant Agreement,
the Purchase Price or the number of shares of Common Stock subject to purchase
upon the exercise of each Warrant represented hereby are subject to all
modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the Registered
Holder, but no fractional shares of Common Stock will be issued. In the case
of the exercise of less than all the Warrants represented hereby, the Company
shall cancel this Warrant
Certificate upon the surrender hereof and shall execute and deliver a new
Warrant Certificate or Warrant Certificates of like tenor, which the Warrant
Agent shall countersign, for the balance of such Warrants.
The term ``Expiration Date'' shall mean 5:00 P.M. (New York time) on November
9, 2000 unless extended by the Company, or such earlier date as the Warrants
shall be redeemed. If such date shall in the State of New York be a holiday or
a day on which the banks are authorized to close, then the Expiration Date
shall mean 5:00 P.M. (New York time) the next following day which in the State
of New York is not a holiday or a day on which banks are authorized to close.
The Company shall not be obligated to deliver any securities pursuant to the
exercise of this Warrant unless a registration statement under the Securities
Act of 1933, as amended, with respect to such securities is effective. The
Company has covenanted and agreed that it will file a registration statement
and will use its best efforts to cause the same to become effective and to
maintain the effectiveness of such registration statement while any of the
Warrants are outstanding. This Warrant shall not be exercisable by a Registered
Holder in any state where such exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to
represent such number of Warrants as shall be designated by such Registered
Holder at the time of such surrender. Upon due presentment with any transfer
fee in addition to any tax or other governmental charge imposed in connection
therewith, for
registration of transfer of this Warrant Certificate at such office, a new
Warrant Certificate or Warrant Certificates representing an equal aggregate
number of Warrants will be issued to the transferee in exchange therefor,
subject to the limitations provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered Holder
shall not be entitled to any rights of a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
This Warrant may be redeemed, at the option of the Company, at a redemption
price of $.05 per Warrant provided the average closing price (as defined in
the Warrant Agreement) of the Common Stock shall equal or exceed $8.75 per
share for the twenty consecutive trading days ending three days prior to the
date of the notice of redemption, subject to adjustment for stock dividends,
stock splits and other anti-dilution provisions contained in the Warrant
Agreement. Notice of
redemption shall be given not later than the thirtieth day before the date
fixed for redemption, as provided in the Warrant Agreement. On and after the
date fixed for redemption, the Registered Holder shall have no rights with
respect to this Warrant
except to receive the $.05 per Warrant upon surrender of this Certificate.
Prior to due presentment for registration of transfer hereof, the Company and
the Warrant Agent may deem and treat the Registered Holder as the absolute
owner hereof and of each Warrant represented hereby (notwithstanding any
notations of
ownership or writing hereon made by anyone other than a duly authorized officer
of the Company or the Warrant Agent) for all purposes and shall not be affected
by any notice to the contrary.
This Warrant Certificate shall be governed by and construed in accordance with
the laws of the State of Florida.
This Warrant Certificate is not valid unless countersigned by the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
Dated:
By:
By:
Secretary
President/CEO
COUNTERSIGNED:
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Warrant Agent
By:
Authorized Officer
Exhibit 4.2 Specimen of Warrant Certificate (Reverse)
SUBSCRIPTION FORM
To Be Executed by the Registered Holder
in Order to Exercise Warrants
The undersigned Registered Holder hereby irrevocably elects to exercise
Warrants represented by this Warrant Certificate, and to purchase the
securities issuable upon the exercise of such Warrants, and requests that
certificates for such securities shall be issued in the name of
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
(please print or type name and address)
and be delivered to
(please print or type name and address)
and if such number of Warrants shall not be all the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the balance of
such Warrants be registered in the name of, and delivered to, the Registered
Holder at the address stated below.
Dated:
X
Address
Taxpayer Identification Number
Signature Guaranteed
ASSIGNMENT
To Be Executed by the Registered Holder
in Order to Assign Warrants
FOR VALUE RECEIVED, , hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
(please print or type name and address)
of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitutes and appoints
Attorney
to transfer this Warrant Certificate on the books of the Company, with full
power of substitution in the premises.
Dated:
X
Signature Guaranteed
THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON
THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE GUARANTEED BY A COMMERCIAL
BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW
YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR MIDWEST STOCK EXCHANGE.
Exhibit 4.4 Form of Amendment to Warrant Agreement
AMENDMENT TO WARRANT AGREEMENT
AMENDMENT dated as of April ____, 1997 (the "First
Amendment") to the Warrant Agreement dated as of November 9, 1995
between SMART CHOICE AUTOMOTIVE GROUP, INC., formerly known as
Eckler Industries, Inc. (the "Company"), and AMERICAN STOCK
TRANSFER & TRUST COMPANY, a New York corporation, having its
principal place of business at 40 Wall Street, New York, New York
10005 (the "Warrant Agent").
RECITALS:
A. At the Annual Meeting of Shareholders of the Company
held on March 21, 1997, the shareholders approved proposals (i)
to change the Company's name to Smart Choice Automotive Group,
Inc. and (ii) to effectuate a plan of recapitalization which (a)
provides for one class of Common Stock, consisting of 100,000,000
authorized shares, (b) reclassifies, changes and converts each
issued share of Class A Common Stock into one share of Common
Stock and each issued share of Class B Common Stock into two
shares of Common Stock, and (iii) authorizes 5,000,000 shares of
preferred stock issuable at the discretion of the Board of
Directors in series, the characteristics of which will be set by
the Board of Directors.
B. The parties have determined that it is in their
respective best interests to modify the Warrant Agreement to
reflect the proposals which were approved by the Company's
Shareholders at the Annual Meeting.
C. All terms not herein defined shall have the meanings set
forth in the Warrant Agreement.
NOW THEREFORE, in consideration of the foregoing and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
intending to be legally bound agree as follows:
1. References to Class A Common Stock
All references to the "Class A Common Stock" of the Company
in the Warrant Agreement shall be changed to refer to the "Common
Stock" of the Company.
2. Full Force and Effect
Except as specifically amended hereby, the provisions of the
Warrant Agreement shall remain in full force and effect.
3. Entire Agreement
This Amendment, together with the Warrant Agreement,
constitutes the entire agreement between the parties.
4. Amendment
This Amendment may not be amended, supplemented or modified
in whole or in part except by an instrument in writing signed by
the party or parties against whom enforcement of any such
amendment, supplement or modification is sought.
5. Counterparts
This Amendment may be executed in one or more counterparts,
each of which will be deemed an original and all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this First
Amendment on the date first above written.
SMART CHOICE AUTOMOTIVE GROUP, INC.
Attest:
By:
Name:
Title:
AMERICAN STOCK TRANSFER & TRUST
COMPANY
Attest:
By:
Name:
Title:
