Aviation Sales Company Rights Offering Subscription Certificate (2001)

Summary

Aviation Sales Company is offering its shareholders the right to purchase additional shares of common stock through a rights offering. Shareholders of record as of a specified date in 2001 receive 1.599 rights for each share they own, allowing them to buy new shares at $0.8325 per share. Shareholders can also request to buy extra shares if available. Rights must be exercised by the stated expiration date, and any unexercised rights will expire. The agreement outlines how to subscribe, transfer rights, and payment methods.

EX-4.1 3 dex41.txt FORM OF SUBSCRIPTION EXHIBIT 4.1 Aviation Sales Company Subscription Certificate For Rights Offering For Holders Of Record On , 2001 ---------------- Subscription Certificate Number ---------------- Rights ---------------- Shares Eligible to Subscribe Aviation Sales Company ("Aviation Sales") is conducting a rights offering (the "Rights Offering"), which entitles the holders of shares of Aviation Sales' common stock (the "Common Stock"), as of 5:00 p.m., New York City time on , 2001 (the "Record Date") to receive 1.599 rights (each, a "Right") for each pre-reverse split share of Common Stock held of record on the Record Date. Holders of Rights are entitled to subscribe for and purchase one share of Common Stock for each one whole Right (the "Basic Subscription Privilege") at a subscription price of $.8325 per share (the "Subscription Price"). If any shares of Common Stock are not purchased by holders of Rights pursuant to the Basic Subscription Privilege, any holder exercising its Basic Subscription Privilege in full may purchase an additional number of available Shares, if so specified in the subscription documents, subject to proration (the "Oversubscription Privilege"). No fractional Rights or cash in lieu thereof will be issued or paid. If the number of shares of Common Stock held on the Record Date would result in the receipt of fractional Rights, the number of Rights issued to such holder is being rounded up to the nearest whole number. Set forth above is the number of shares of Common Stock held by the holder of Rights as of the Record Date, and the number of whole shares to which such holder is entitled to subscribe pursuant to the Basic Subscription Privilege (rounded up, if applicable, to the nearest whole share). For a more complete description of the terms and conditions of the Rights Offering, please refer to the Prospectus dated , 2001 (the "Prospectus"), which is incorporated herein by reference. Copies of the Prospectus are available upon request from Continental Stock Transfer & Trust Company (toll free ( ) ). This Subscription Certificate (or a Notice of Guaranteed Delivery) must be received by Continental Stock Transfer & Trust Company together with payment in full of the subscription price by 5:00 p.m. New York City time, on , 2001, unless extended in the sole discretion of the Aviation Sales (the "Expiration Date"). Any Rights not exercised prior to the Expiration Date will be null and void. Any subscription for shares of Common Stock in the Rights Offering made hereby is irrevocable. The Rights represented by this Subscription Certificate may be exercised by duly completing Form 1 and may be transferred only in certain limited circumstances, by duly completing Form 2. If the number of transferred Rights would otherwise allow the purchase of a fractional share, the number of shares which may be purchased must be rounded down to the nearest whole share (or any lesser number of whole shares) that may be purchased with that number of Rights. Rights holders are advised to review the Prospectus and instructions, copies of which are available from Continental Stock Transfer & Trust Company, before exercising their Rights. Rights holders should be aware that if they choose to exercise or transfer only part of their Rights, they may not receive a new Subscription Certificate in sufficient time to exercise the Rights evidenced thereby. SUBSCRIPTION PRICE: $.8325 PER SHARE FORM 1 (ON REVERSE OF SUBSCRIPTION CERTIFICATE) EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably exercises one or more Rights to subscribe for shares of Common Stock as indicated below, on the terms and subject to the conditions specified in the Prospectus, receipt of which is hereby acknowledged. (a) Number of whole shares subscribed for pursuant to the Basic Subscription Privilege: Rights X $ = $ . (One Whole Right is required to subscribe for each share.) (b) Number of whole shares subscribed for pursuant to the Oversubscription Privilege: X $ = $ . (c) Total Subscription (sum of payment amounts on lines (a) and (b)) = $ total payment.* METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOXES): [_]Check, bank draft, or U.S. postal money order payable to "Continental Stock Transfer & Trust Company, as Subscription Agent" or [_]Wire transfer directed to Continental Stock Transfer & Trust Company, ABA No. , Acct. No. for the benefit of Aviation Sales Company, Attention: Continental Stock Transfer & Trust Company, Attn: . (d) If the Rights being exercised pursuant to the Basic Subscription Privilege do not constitute all of the Rights represented by the Subscription Certificate (check only one). [_]Deliver to the undersigned a new Subscription Certificate evidencing the remaining Rights to which the undersigned is entitled. [_]Deliver a new Subscription Certificate in accordance with the undersigned's Form 2 instructions (which include any required signature guarantees). [_]Do not deliver any new Subscription Certificate to me. (e) [_] Check here if Rights are being exercised pursuant to the Notice of Guaranteed Delivery delivered to the Subscription Agent prior to the date hereof and complete the following: Name(s) of Registered Holder(s) ___________________________________________ Window Ticket Number (if any) _____________________________________________ Date of Execution of Notice of Guaranteed Delivery ________________________ Name of Institution Which Guaranteed Delivery _____________________________ * If the aggregate Subscription Price enclosed or transmitted is insufficient to purchase the total number of shares included in lines (a) and (b), or if the number of shares being subscribed for is not specified, the Rights holder exercising this Subscription Certificate shall be deemed to have subscribed for the maximum amount of shares that could be subscribed for upon payment of such amount. If the number of shares to be subscribed for pursuant to the Oversubscription Privilege is not specified and the amount enclosed or transmitted exceeds the aggregate Subscription Price for all shares represented by this Subscription Certificate (the "Subscription Excess"), the Rights holder exercising this Subscription Certificate shall be deemed to have exercised the Oversubscription Privilege to purchase, to the extent available, that number of whole shares of 2 Common Stock equal to the quotient obtained by dividing the Subscription Excess by the Subscription Price, subject to proration as described in the Prospectus. To the extent any portion of the aggregate Subscription Price enclosed or transmitted remains after the foregoing procedures, such funds shall be mailed to the subscriber without interest or deduction as soon as practicable. Subscriber's Signature ____ Telephone No. ( ) ________ FORM 2 (ON REVERSE OF SUBSCRIPTION CERTIFICATE) TO TRANSFER YOUR SUBSCRIPTION CERTIFICATE OR SOME OR ALL OF YOUR RIGHTS, OR TO EXERCISE RIGHTS THROUGH YOUR BANK OR BROKER: Rights represented by this Subscription Certificate are hereby assigned to (please print in full name and address and Taxpayer Identification Number or Social Security Number of permitted transferee): Number of Rights being transferred: __________________ Name of Permitted Transferee and Taxpayer Identification Number or Social Security Number: ______________________________________________ ______________________________________________________ Address: _____________________________________________ With respect to transferees other than banks or brokers the undersigned hereby certifies that the above-named transferee is either (i) an immediate relative of the holder of the Rights transferred hereby (i.e., a spouse, a child or a parent); (ii) an entity wholly owned or controlled by the holder of the Rights transferred hereby; (iii) if the holder of the Rights transferred hereby is a corporation or partnership owned or controlled by one person or entity, the person or entity that owns or controls the holder of such Rights; (iv) if the holder is a trust, a settlor, grantor, trustee or beneficiary of the trust or an entity wholly owned or controlled by such settlor, grantor, trustee or beneficiary; or (v) a transferee receiving Rights pursuant to the operation of law as a result of the death or dissolution of the Right holder. Aviation Sales Company or Continental Stock Transfer & Trust Company may, at their option, request proper showing of the relationship of the transferee to the transferor(s) and, if not satisfied, have the option of not acknowledging or giving effect to the purported transfer. Signature(s) of Transferor(s) ________________________ Signatures Guaranteed by: ____________________________ 3