ex4-2



 



EXHIBIT 4.2




		
	 	THE OFFER AND SALE OF THE SECURITY REPRESENTED BY THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR STATE SECURITIES LAWS
AND THE SECURITY CANNOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF AN EXEMPTION FROM REGISTRATION
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS AND
REGULATIONS PROMULGATED THEREUNDER.



Meridian Medical Technologies, Inc.



WARRANT




	 	 	 
	No. W– 2001 – 1	 	
December 5, 2001
	 	 	
36,350 Shares



     This certifies that, for value received, Fahnestock & Co. Inc. or
registered assigns (the “holder”), upon due exercise of this Warrant, is
entitled to purchase from Meridian Medical Technologies, Inc., a Delaware
corporation (the “Company”), at any time on or after June 6, 2002 (the “Initial
Exercise Date”), and before 5:00 P.M., New York time, on December 5, 2006, or
if not a business day in New York, New York (a “Business Day”), the next
following Business Day (the “Expiration Date”), all or any part of 36,350 fully
paid and nonassessable shares (the “Warrant Shares”) of the voting common
stock, par value $0.10 per share, of the Company (“Common Stock”), at a
purchase price of $18.60 per share (the “Purchase Price”), both the Purchase
Price and the number of Warrant Shares issuable upon exercise of this Warrant
being subject to possible adjustment as provided below.


     This Warrant is hereinafter called the “Warrant.” The holder hereof and
all subsequent holders of this Warrant shall be entitled to all rights and
benefits provided to the holder or holders hereof pursuant to the terms of this
Warrant.


SECTION 1.  Exercise of Warrant.



               (a)     The holder of this Warrant may, at any time on or after the Initial
Exercise Date and on or before the Expiration Date, exercise this Warrant in
whole at any time or in part (but not less than 100 Warrant Shares so long as
this Warrant is exercisable for 100 or more Warrant Shares) from time to time
for the purchase of the Warrant Shares or other securities which such holder is
then entitled to purchase hereunder (“Warrant Securities”) at the Purchase
Price. In order to exercise this Warrant in whole or in part, the holder
hereof shall deliver to the Company (i) a written notice of such holder’s
election to exercise this Warrant, which notice shall specify the number of
Warrant Shares to be purchased, (ii) payment of the aggregate purchase price of
the Warrant Shares being purchased by certified or bank cashier’s check or wire
transfer of immediately available funds, unless pursuant to a Cashless Exercise
as described in subsection (b) below, and (iii) this Warrant, provided that, if
such Warrant Shares or other Warrant Securities have not then been registered
under the Securities Act of 1933, as amended (the


 






 


“Securities Act”) or applicable state securities laws, the Company may
require that such holder furnish to the Company a written statement that such
holder is purchasing such Warrant Shares or other Warrant Securities for such
holder’s own account for investment and not with a view to the distribution
thereof, that none of such shares will be offered or sold in violation of the
provisions of the Securities Act and applicable state securities laws and as to
such other matters relating to the holder as the Company may reasonably request
to permit the issuance of such Warrant Shares or other Warrant Securities
without registration under the Securities Act and applicable state securities
laws. Upon receipt thereof, the Company shall, as promptly as practicable, but
in no event later than five (5) business days, execute or cause to be executed
and deliver to such holder a certificate or certificates representing the
aggregate number of Warrant Shares (or if applicable, other Warrant Securities)
specified in said notice. The stock certificate or certificates so delivered
shall be in the denomination of 100 shares each or such other denominations as
may be specified in said notice and shall be registered in the name of such
holder or such other name as shall be designated in said notice.


                No fractional Warrant Shares are to be issued upon the exercise of this
Warrant, but the Company shall pay a cash adjustment in respect of any fraction
of a share which would otherwise be issuable in an amount equal to the same
fraction of the fair market value per share of the Warrant Shares on the day of
exercise, as reasonably determined by the Company consistent with the
determination of “Current Price” below. If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of said
certificate or certificates, deliver to such holder a new Warrant evidencing
the rights of such holder to purchase the remaining Warrant Shares called for
by this Warrant, which new Warrant shall in all other respects be identical
with this Warrant, or, at the request of such holder, appropriate notation may
be made on this Warrant and same returned to such holder. The Company shall
pay all expenses, taxes and other charges payable in connection with the
preparation, execution and delivery of share certificates under this Section,
except that, if such share certificates are requested to be registered in a
name or names other than the name of the holder of this Warrant, funds
sufficient to pay all stock transfer taxes which shall be payable upon the
execution and delivery of such share certificates shall be paid by the holder
hereof at the time of delivering the notice of exercise mentioned above.


               This Warrant shall not entitle the holder hereof to any of the rights of a
stockholder of the Company prior to exercise in the manner herein provided.


               (b)     Notwithstanding anything in subsection (a) to the contrary, the holder
of this Warrant may elect to exercise this Warrant in part (but not for less
than 100 Warrant Shares so long as this Warrant is exercisable for 100 or more
Warrant Shares) or in whole, at any time on or after the Initial Exercise Date
and on or before the Expiration Date, by the surrender of this Warrant (with
the cashless exercise form at the end hereof duly executed) to the Company at
the address set forth in subsection 6(i) hereof (a “Cashless Exercise”). Such
presentation and surrender shall be deemed a waiver of the holder’s obligation
to pay the Purchase Price, or the proportionate part thereof if this Warrant is
exercised in part. In the event of a Cashless Exercise, the Holder shall
exchange its Warrant for that number of Warrant Shares or Warrant Securities,
as the case may be, subject to such Cashless Exercise multiplied by a fraction,
the numerator of which shall be the difference between the then Current Market
Price per share of the Common Stock and the per share Purchase Price, and the
denominator of which shall be the then Current


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Market Price per share of the Common Stock. For purposes of any
computation under this subsection, the then Current Market Price shall be based
on the trading day prior to the Cashless Exercise. “Current Market Price”
shall be deemed to be the last sale price of the Common Stock on such day or,
if no such price is reported for such day, then the average of the last
reported bid and asked prices of the Common Stock on such day, in either case
on the Nasdaq National Market System (“Nasdaq”), or if the Common Stock is not
reported on Nasdaq, the high per share bid price for the Common Stock in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization, or if not so available, the fair market value of the Common Stock
as determined in good faith by the Board of Directors of the Company, subject
to the right of the holder to contest and together with the Company to appoint
an appraiser to make such determination.


SECTION 2.  Transfer, Division and Combination.



               The Company shall maintain at its principal executive office a register
for the registration of, and registration of transfers of, the Warrants. The
name and address of each holder of one or more Warrants, each transfer thereof
and the name and address of each transferee of one or more Warrants shall be
registered in such register. Prior to due presentment for registration of
transfer, the person in whose name any Warrants shall be registered shall be
deemed and treated as the owner and holder thereof for all purposes hereof, and
the Company shall not be affected by any notice or knowledge to the contrary.
The Company shall give to any holder of a Warrant promptly upon request
therefor, a complete and correct copy of the names and addresses of all
registered holders of Warrants.


               Subject to the provisions of Section 3, upon surrender of any Warrant at
the principal executive office of the Company for registration of transfer or
exchange (and in the case of a surrender for registration of transfer, duly
endorsed or accompanied by a written instrument of transfer duly executed by
the registered holder of such Warrant or his attorney duly authorized in
writing and accompanied by the address for notices of each transferee of such
Warrant or part thereof), the Company shall execute and deliver, at the
Company’s expense, one or more new Warrants (as requested by the holder
thereof) in exchange therefor, exercisable for an aggregate number of Warrant
Shares equal to the number of shares for which the surrendered Warrant is
exercisable and issued to such person or persons as such holder may request,
which Warrant or Warrants shall in all other respects be identical with this
Warrant.


               If, at the time of the surrender of this Warrant in connection with any
transfer or exchange of this Warrant, this Warrant shall not be registered
under the Securities Act and under applicable state securities or blue sky
laws, the Company may require, as a condition of allowing such transfer or
exchange, that the transferee execute and deliver to the Company an investment
letter with respect to the Warrant in form and substance reasonably acceptable
to the Company; provided that no such letter shall be required in connection
with a transfer pursuant to Rule 144 under the Securities Act.


               Upon receipt by the Company of evidence reasonably satisfactory to it of
the ownership of and the loss, theft, destruction or mutilation of any Warrant,
and (a) in the case of loss, theft or


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destruction, of indemnity reasonably satisfactory to it, or (b) in the
case of mutilation, upon surrender and cancellation thereof, the Company at its
own expense shall execute and deliver, in lieu thereof, a new Warrant identical
in all respects to such lost, stolen, destroyed or mutilated Warrant.


SECTION 3.  Compliance with Securities Act; Restrictions on Transfer and Sale.



               (a)     Each certificate for Warrant Shares (or other Warrant Securities)
initially issued upon the exercise of this Warrant and each certificate for
Warrant Shares (or other Warrant Securities) issued to subsequent transferees
of any such certificate shall (unless otherwise permitted by this Section 3) be
stamped or otherwise imprinted with legend in substantially the following form:


                “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE
SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF UNLESS PURSUANT TO A REGISTERED OFFERING OR BY TRANSFER EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”


               (b)     The holder understands that Warrant Shares (or other Warrant
Securities) which may be acquired by it upon exercise of this Warrant shall be
entitled to certain registration rights set forth in the Securities Purchase
Agreements providing for the issuance of shares of Common Stock of the Company
in the private placement of such shares completed as of the Initial Exercise
Date.


SECTION 4.  Adjustment of Purchase Price.



               (a)     The Purchase Price and the number of Warrant Shares and the number or
amount of any other securities and property as hereinafter provided for which
this Warrant may be exercisable shall be subject to adjustment from time to
time effective upon each occurrence of any of the following events.


                        (i)     If the Company shall declare or pay any dividend with respect to its
Common Stock payable in shares of Common Stock, subdivide the outstanding
Common Stock into a greater number of shares of Common Stock, or reduce the
number of shares of Common Stock outstanding (by stock split, reverse stock
split, reclassification or otherwise than by repurchase of its Common Stock)
(any of such events being hereinafter called a “Stock Split”), the Purchase
Price and number of Warrant Shares issuable upon exercise of this Warrant shall
be appropriately adjusted so as to entitle the holder hereof to receive upon
exercise of this Warrant, for the same aggregate consideration provided herein,
the same number of shares of Common Stock (plus cash in lieu of fractional
shares) as the holder would have received as a result of such Stock Split had
such holder exercised this Warrant in full immediately prior to such Stock
Split.


                         (ii)     If the Company shall merge or consolidate with or into one or more
corporations or partnerships and the Company is the sole surviving corporation,
or the Company shall adopt a plan of recapitalization or reorganization in
which the Common Stock is exchanged


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for or changed into another class of stock or other security or property
of the Company, the holder of this Warrant shall, for the same aggregate
consideration provided herein, be entitled upon exercise of this Warrant to
receive in lieu of the number of shares of Common Stock as to which this
Warrant would otherwise be exercisable, the number of shares of Common Stock or
other securities (plus cash in lieu of fractional shares) or property to which
such holder would have been entitled pursuant to the terms of the agreement or
plan of merger, consolidation, recapitalization or reorganization had such
holder exercised this Warrant in full immediately prior to such merger,
consolidation, recapitalization or reorganization.


                         (iii)    If the Company is merged or consolidated with or into one or more
corporations or partnerships under circumstances in which the Company is not
the sole surviving corporation, or if the Company sells or otherwise disposes
of substantially all its assets, and in connection with any such merger,
consolidation or sale the holders of Common Stock receive cash, stock or other
securities convertible into equity of the surviving or acquiring corporations
or entities, or other securities or property after the effective date of such
merger, consolidation or sale, as the case may be, the holder of this Warrant
shall, for the same aggregate consideration provided herein, be entitled upon
exercise of this Warrant to receive, in lieu of the shares of Common Stock as
to which this Warrant would otherwise be exercisable, shares of such stock or
other securities (plus cash in lieu of fractional shares), cash or property as
the holder of this Warrant would have received pursuant to the terms of the
merger, consolidation or sale had such holder exercised this Warrant in full
immediately prior to such merger, consolidation or sale. In the event of any
consolidation, merger or sale as described in this Section 4(a)(iii), provision
shall be made in connection therewith for the surviving or acquiring
corporations or partnerships to assume all obligations and duties of the
Company hereunder or to issue substitute warrants in lieu of this Warrant with
all such changes and adjustments in the number or kind of shares of stock or
securities or property thereafter subject to this Warrant or in the Purchase
Price as shall be required in connection with this Section 4(a)(iii).


                         (iv)    If the Company (other than in connection with a sale described in
Section 4(a)(iii)) proposes to liquidate and dissolve, the Company shall give
notice thereof as provided in Section 5(b) hereof and shall permit the holder
of this Warrant to exercise any unexercised portion hereof at any time within
the 10 day period following delivery of such notice, if such holder should
elect to do so, and participate as a stockholder of the Company in connection
with such dissolution.


               (b)     Whenever any adjustment is made as provided in any provision of this
Section 4:


                        (i)     the Company shall compute the adjustments in accordance with this
Section 4 and shall prepare a certificate signed by an officer of the Company
setting forth the adjusted number of shares or other securities or property and
Purchase Price, as applicable, and showing in reasonable detail the facts upon
which such adjustment is based, and such certificate shall forthwith be filed
with the Company or its designee; and


                      (ii)    a notice setting forth the adjusted number of shares or other
securities or property and the Purchase Price, as applicable, shall forthwith
be required, and as soon as practicable after it is prepared, such notice shall
be delivered by the Company to the holder of record of each Warrant.


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               (c)     All calculations made under this Section 4 shall be made to the
nearest cent or to the nearest one hundredth of a share, as the case may be.
Notwithstanding anything in this Section 4 to the contrary, the Purchase Price
shall not be reduced to less than the then existing par value of the Common
Stock as a result of any adjustment made hereunder.


               (d)     If at any time, as a result of any adjustment made pursuant to this
Section 4, the holder of this Warrant shall become entitled, upon exercise
hereof, to receive any shares other than shares of Common Stock or to receive
any other securities, the number of such other shares or securities so
receivable upon exercise of this Warrant shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to
the provisions contained in this Section 4 with respect to the Common Stock.


              (e)     No adjustment in respect of any cash dividends shall be made during
the term of this Warrant or upon the exercise of this Warrant.


SECTION 5.    Special Agreements of the Company.



               (a)     The Company covenants and agrees that it will reserve and set apart
and have at all times a number of shares of authorized but unissued Common
Stock (and, if applicable, other Warrant Securities) then deliverable upon the
exercise of the Warrants or any other rights or privileges provided for therein
sufficient to enable it at any time to fulfill all its obligations thereunder;
and if at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the exercise of this Warrant at the Purchase
Price then in effect, the Company will take such corporate action as may, in
the reasonable opinion of its counsel, be necessary to increase its authorized
but unissued shares of Common Stock (and, if applicable, other Warrant
Securities) to such number of shares as shall be sufficient for such purposes.
All Warrant Shares issuable upon any exercise of this Warrant in accordance
herewith shall be validly authorized and issued, fully paid and nonassessable.


               (b)    In case the Company proposes



                      (i)    to pay any dividend upon the Common Stock or make any distribution or offer any subscription or other rights to the holders of Common Stock, or


                      (ii)   to effect any capital reorganization or reclassification of capital
stock of the Company, or


                      (iii)   to effect the consolidation, merger, sale of all or substantially
all of the assets, liquidation, dissolution or winding up of the Company, then
the Company shall cause notice of any such intended action to be given to each
holder of the Warrants not less than 15 nor more than 60 calendar days prior to
the date on which the transfer books of the Company shall close or a record be
taken for such dividend or distribution, or the date when such capital
reorganization, reclassification, consolidation, merger, sale, liquidation,
dissolution or winding up shall be effected, or the date of such other event,
as the case may be.


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SECTION 6.    Notices.



               Any notice or other document required or permitted to be given or
delivered to holders of Warrants and holders of Common Stock (or other Warrant
Securities) shall be in writing and sent (a) by fax if the sender on the same
day sends a confirming copy of such notice by a recognized overnight delivery
service (charges prepaid), or (b) by registered or certified mail with return
receipt requested (postage prepaid) or (c) by a recognized overnight delivery
service (with charges prepaid):


                  (i)    if to the Company, at Meridian Medical Technologies, Inc., 10240 Old
Columbia Rd., Columbia, MD 21046-2371, Fax No.: (410) 309-1691 Attention: Chief
Financial Officer, or such other address as it shall have specified to the
holders of Warrants in writing;


                  (ii)    if to a holder, at its address set forth below, or such other address
as it shall have specified to the Company in writing.


               Notices given under this Section 6 shall be deemed given only when
actually received.


SECTION 7.   Amendment.



               This Warrant may not be amended, modified or otherwise altered in any
respect except by the written consent of the registered holder of this Warrant
and the Company.


SECTION 8.   Successors and Assigns.



               This Warrant shall be binding upon and inure to the benefit of the Company
and the holder of this Warrant and their respective successors and permitted
assigns.


SECTION 9.   Governing Law.



               This Warrant shall be governed by and construed in accordance with the
laws of the State of New York, without reference to the conflicts of law
principles thereof.


[signature page follows]


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     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name by its duly authorized officers and accepted by the holder of this
Warrant as of this 5th day of December, 2001.



	 	 	 	 	 	 	 
	ATTEST:	 	 	Meridian Medical Technologies, Inc.
	 
	By:	 	 	 	By:	 	 
	 	
	 	 	
	 
	 	Name:	Dennis P. O’Brien
        	 	 	Name:	James H. Miller
	 	Title:	Chief Financial Officer,	 	 	Title:	Chairman, President and	 
	 	 	Vice President - Finance	 	 	 	Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 












Address for Notices:

Meridian Medical Technologies, Inc.

10240 Old Columbia Road

Columbia, Maryland 21046-2371

Attention: Chief Financial Officer


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SUBSCRIPTION



     The undersigned,                                   , pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe for and purchase
                                    shares of the Common Stock, par value $0.10 per share, of
Meridian Medical Technologies, Inc. covered by said Warrant, and makes payment
therefor in full at the price per share provided by said Warrant.



	 	 	 
	Dated:                                                                         	 	
Signature:                                                                 
	 
	Signature Guarantee:                                                   	 	
Address:                                                                  

              
      
                                           
              

              
      
                                           
              
	 
	 	 	
Social Security No.                                                  



 






 



CASHLESS EXERCISE



     The undersigned                                    , pursuant to the provisions of the
foregoing Warrant, hereby elects to exchange its Warrant for
               
shares of Common Stock, par value $0.10 per share, of
Meridian Medical Technologies, Inc. pursuant to the Cashless Exercise
provisions of the Warrant.




	 	 	 
	Dated:                                                                         	 	
Signature:                                                                 
	 
	Signature Guarantee:                                                   	 	
Address:                                                                  

              
      
                                           
              

              
      
                                           
              
	 
	 	 	
Social Security No.                                                  



 






 



ASSIGNMENT



     FOR VALUE RECEIVED                                                    hereby sells, assigns and transfers
unto                                                    (SS#                                                  ) the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and appoint
                                                  , attorney, to transfer said Warrant on the books of
Meridian Medical Technologies, Inc.




	 	 	 
	Dated:                                                                         	 	
Signature:                                                                 
	 
	Signature Guarantee:                                                   	 	
Address:                                                                  

              
      
                                           
              

              
      
                                           
              
	 
	 	 	
Social Security No.                                                  



 






 



PARTIAL ASSIGNMENT



     FOR VALUE RECEIVED                      
                                                     hereby assigns and transfers unto
                                                                         
 (SS#                                                                         )
 the right to purchase
               
shares
of the Common Stock, par value $0.10 per share, of Meridian Medical
Technologies, Inc. covered by the foregoing Warrant, and a proportionate part
of said Warrant and the rights evidenced thereby, and does irrevocably
constitute and appoint                                                                          , attorney, to transfer that part of
said Warrant on the books of Meridian Medical Technologies, Inc.




	 	 	 
	Dated:                                                                         	 	
Signature:                                                                 
	 
	Signature Guarantee:                                                   	 	
Address:                                                                  

              
      
                                           
              

              
      
                                           
              
	 
	 	 	
Social Security No.