exv4w6



 







Exhibit 4.6



THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED
FOR SALE, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE
PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION
IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.



May 11, 2001 (Original Issue Date)




Smith & Wesson Holding Corporation




Warrant for the Purchase of Shares of Common Stock




No. MAS-1A




     For value received, this Warrant is hereby issued by Smith & Wesson Holding Corporation, a
Nevada corporation (the “Company”), to Mitchell Saltz (the “Holder”). Subject to the provisions of
this Warrant, the Company hereby grants to Holder the right to purchase from the Company 5,000,000
fully paid and non-assessable shares of Common Stock (sometimes called “Warrant Stock”), at a price
of $0.89 per share (the “Exercise Price”).



     The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder
shall be held, subject to all of the conditions, limitations and provisions set forth herein.



     1. Exercise of Warrant. Subject to the terms and conditions set forth herein, this Warrant
may be exercised in whole or in part, pursuant to the procedures provided below, at any time on or
before 5:00 p.m., Eastern time, on May 11, 2006, (the “Expiration Date”) or, if such day is a day
on which banking institutions in New York are authorized by law to close, then on the next
succeeding day that shall not be such a day. To exercise this Warrant, the Holder shall present
and surrender this Warrant to the Company at its principal office, with the Warrant Exercise Form
attached hereto duly executed by the Holder and accompanied by payment (either (a) in cash or by
check, payable to the order of the Company, (b) by cancellation by the Holder of indebtedness or
other obligations of the Company to the Holder, (c) by such other means as may be authorized by the
Board of Directors of the Company from time to time, or (d) by a combination of (a), (b), or (c)),
of the aggregate Exercise Price for the total aggregate number of shares for which this Warrant is
exercised. Upon receipt by the Company of this Warrant, together with the executed Warrant
Exercise Form and payment of the Exercise Price for the shares to be acquired, in proper form for
exercise, and subject to the Holder’s compliance with all requirements of this Warrant for the
exercise hereof, the Holder shall be deemed to be the holder of record of the shares of Common
Stock (or Other Securities) issuable upon such exercise, notwithstanding that the stock transfer
books of the Company shall then be closed or that certificates representing such shares of Common
Stock shall not then be actually delivered to the Holder; provided, however, that
no exercise of this Warrant shall be effective, and the Company shall have no obligation to issue
any Common Stock or Other Securities to the Holder upon any attempted exercise of this Warrant,
unless the Common Stock has been registered under the Securities Act or the Holder shall have first
delivered to the Company, in form and substance reasonably satisfactory to the Company, appropriate
representations so as to provide the Company reasonable assurances that the securities issuable
upon exercise may be issued without violation of the registration requirements of the Securities
Act and applicable state securities laws, including without limitation representations that the
exercising Holder is an “accredited investor” as defined in Regulation D under the Securities Act
and that the Holder is familiar with the Company and its business and financial condition and has
had an opportunity to ask questions and receive documents relating thereto to his reasonable
satisfaction.



 









 





     2. Reservation of Shares. The Company will at all times reserve for issuance and delivery upon
exercise of this Warrant all shares of Common Stock or other shares of capital stock of the Company
(and Other Securities) from time to time receivable upon exercise of this Warrant. All such shares
(and Other Securities) shall be duly authorized and, when issued upon such exercise, shall be
validly issued, fully paid and non-assessable, and free of all preemptive rights.



     3. Fractional Shares. No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant, but the Company shall pay the Holder an amount equal to
the Fair Market Value (as defined below) of such fractional share of Common Stock in lieu of each
fraction of a share otherwise called for upon any exercise of this Warrant.



     4. Fair Market Value. For purposes of this Warrant, the Fair Market Value of a share of
Common Stock (or Other Security) shall be determined as of any date (the “Value Date”) by the
Company’s Board of Directors in good faith; provided, however, that where there exists a public
market for the Company’s Common Stock on the Value Date, the fair market value per share shall be
either of the following:




     (a) If the Common Stock is listed on a national securities exchange or admitted to
unlisted trading privileges on such exchange or listed for trading on the NASDAQ system, the
Fair Market Value shall be the last reported sale price of the security on such exchange or
system on the last business day prior to the Value Date or if no such sale is made on such
day, the average of the closing bid and asked prices for such day on such exchange or
system; or




     (b) If the Common Stock is not so listed or so admitted to unlisted trading privileges,
the Fair Market Value shall be the mean of the last reported bid and asked prices reported
by the National Quotation Bureau, Inc. on the last business day prior to the Value Date.



     5. Assignment or Loss of Warrant. Subject to the transfer restrictions herein (including
Section 8), upon surrender of this Warrant to the Company or at the office of its stock transfer
agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay
any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name
of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled.
Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, and of reasonably satisfactory indemnification by the
Holder, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver a replacement Warrant of like tenor and date.



     6. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of
a stockholder in the Company, either at law or in equity, and the rights of the Holder are limited
to those expressed in this Warrant.



     7. Adjustments.



          7.1 Adjustment for Recapitalization. If the Company shall at any time subdivide its
outstanding shares of Common Stock (or Other Securities at the time receivable upon the exercise of
the Warrant) by recapitalization, reclassification, or split-up thereof, or if the Company shall
declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of
shares of Common Stock (or Other Securities) subject to this Warrant immediately prior to such
subdivision shall be proportionately increased, and if the Company shall at any time combine the
outstanding shares of Common Stock by recapitalization, reclassification, or combination thereof,
the number of shares of Common Stock subject to this Warrant immediately prior to such combination
shall be proportionately decreased. Any such adjustment and adjustment to the Exercise Price
pursuant to this Section 7.1 shall be effective at the close of business on the effective date of
such subdivision or combination or if any adjustment is the result of a stock dividend or
distribution then the effective date for such adjustment based thereon shall be the record date
therefor.



Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is
adjusted, as provided in this Section 7.1, the Exercise Price shall be adjusted to the nearest cent
by multiplying such Exercise Price immediately prior to such adjustment by a fraction (x) the
numerator of which shall be the number of shares of




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Common Stock purchasable upon the exercise
immediately prior to such adjustment, and (y) the denominator of which shall be the number of
shares of Common Stock so purchasable immediately thereafter.




          7.2 Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any reorganization
of the Company (or any other corporation, the securities of which are at the time receivable on the
exercise of this Warrant) after the date hereof or in case after such date the Company (or any such
other corporation) shall consolidate with or merge into another corporation or convey all or
substantially all of its assets to another corporation, then, and in each such case, the Holder of
this Warrant upon the exercise thereof as provided in Section 1 at any time after the consummation
of such reorganization, consolidation, merger, or conveyance, shall be entitled to receive, in lieu
of the securities and property receivable upon the exercise of this Warrant prior to such
consummation, the securities or property to which such Holder would have been entitled upon such
consummation if such Holder had exercised this Warrant immediately prior thereto; in each such
case, the terms of this Warrant shall be applicable to the securities or property receivable upon
the exercise of this Warrant after such consummation.




          7.3 Certificate as to Adjustments. The adjustments provided in this Section 7 shall be
interpreted and applied by the Company in such a fashion so as to reasonably preserve the
applicability and benefits of this Warrant (but not to increase or diminish the benefits
hereunder). In each case of an adjustment in the number of shares of Common Stock receivable on
the exercise of this Warrant, the Company at its expense will promptly compute such adjustment in
accordance with the terms of this Warrant and prepare a certificate executed by two executive
officers of the Company setting forth such adjustment and showing in detail the facts upon which
such adjustment is based. The Company will forthwith mail a copy of each such certificate to each
Holder.




          7.4 Notices of Record Date, Etc. In the event that:




               (a) the Company shall declare any dividend or other distribution to the holders of Common
Stock, or authorizes the granting to Common Stock holders of any right to subscribe for, purchase,
or otherwise acquire any shares of stock of any class or any other securities; or



               (b) the Company authorizes any capital reorganization of the Company, any reclassification of
the capital stock of the Company, any consolidation or merger of the Company with or into another
corporation, or any conveyance of all or substantially all of the assets of the Company to another
corporation or entity; or



               (c) the Company authorizes any voluntary or involuntary dissolution, liquidation, or winding
up of the Company,


then, and in each such case, the Company shall mail or cause to be mailed to the holder of this
Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a
record is to be taken for the purpose of such dividend, distribution or right, and stating the
amount and character of such dividend, distribution, or right, or (ii) the date on which such
reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, or
winding up is to take place, and the time, if any is to be fixed, as to which the holders of record
of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant)
shall be entitled to exchange their shares of Common Stock (or such Other Securities) for
securities or other property deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation, or winding up. Such notice shall be mailed at least
20 days prior to the date therein specified.




          7.5 No Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed hereunder by the Company,
but will at all times in good faith assist in the carrying out of all the provisions of this
Section 8 and in the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holder of this Warrant against impairment.




     8. Transfer to Comply with the Securities Act. This Warrant and any Warrant Stock or Other
Securities may not be sold, transferred, pledged, hypothecated, or otherwise disposed of except as
follows: (a) to a person who, in the opinion of counsel to the Company, is a person to whom this
Warrant or the Warrant Stock or Other Securities may legally be transferred without registration
and without the delivery of a current prospectus



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under the Securities Act with respect thereto and
then only against receipt of an agreement of such person to comply with the provisions of this
Section 8 with respect to any resale or other disposition of such securities; or (b) to any person
upon delivery of a prospectus then meeting the requirements of the Securities Act relating to such
securities and the offering thereof for such sale or disposition, and thereafter to all successive
assignees.




     9. Legend. Unless the shares of Warrant Stock or Other Securities have been registered under
the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant
Stock, all certificates representing shares shall bear on the face thereof substantially the
following legend:




The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may not
be sold, offered for sale, assigned, transferred or otherwise
disposed of, unless registered pursuant to the provisions of that
Act or unless an opinion of counsel to the Corporation is obtained
stating that such disposition is in compliance with an available
exemption from such registration.



     10. Notices. All notices required hereunder shall be in writing and shall be deemed given when
telegraphed, delivered personally or within two days after mailing when mailed by certified or
registered mail, return receipt requested, to the Company or the Holder, as the case may be, for
whom such notice is intended, if to the Holder, at the address of such party shown on the books of
the Company, or if to the Company, its principal executive office, Attn: President, or at such
other address of which the Company or the Holder has been advised by notice hereunder.



     11. Applicable Law. The Warrant is issued under and shall for all purposes be governed by and
construed in accordance with the laws of the state of Nevada, without regard to the conflict of
laws provisions of such state.



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     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its behalf, in its
corporate name, by its duly authorized officer, all as of the day and year first above written.



	 	 	 	 	 
	 	SMITH & WESSON HOLDING CORPORATION

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 



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WARRANT EXERCISE FORM





     The undersigned hereby irrevocably elects to (i) exercise the within Warrant to purchase
_____ shares of the Common Stock of Smith & Wesson Holding Corporation, a Nevada corporation,
pursuant to the provisions of Section 1 of the attached Warrant, and hereby makes payment of
$_____ in payment therefor, or (ii) exercise this
Warrant for the purchase of _____ shares
of Common Stock, pursuant to the provisions of Section 2 of the attached Warrant. The
undersigned’s execution of this form constitutes the undersigned’s agreement to all the terms of
the Warrant and to comply therewith.



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature	 	 
	 

	 	Print Name:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature, if jointly held	 	 
	 
	 	 	 	 
	 

	 	Print Name:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Date	 	 






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ASSIGNMENT FORM



FOR VALUE RECEIVED_____(“Assignor”) hereby sells, assigns and transfers
unto _______(“Assignee”) all of Assignor’s right, title and interest in,
to and under Warrant No. W-_____issued by _______, dated _______.




DATED: _________________




	 	 	 	 	 
	 

	 	ASSIGNOR:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature	 	 
	 

	 	Print Name:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature, if jointly held	 	 
	 

	 	Print Name:	 	 
	 
	 	 	 	 
	 

	 	ASSIGNEE:	 	 





The undersigned agrees to all of the terms of the Warrant and to comply therewith.




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature	 	 
	 

	 	Print Name:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature, if jointly held	 	 
	 

	 	Print Name:	 	 






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