Exhibit (a)(1)(B)
MOTIVE, INC. LETTER OF TRANSMITTAL (LETTER OF TRANSMITTAL TO TENDER SHARES OF Motive, Inc. (“Motive”)). Pursuant to the Offer to Purchase dated July 16, 2008, Magic Acquisition Subsidiary Inc. (“Purchaser”), a direct wholly owned subsidiary of Lucent Technologies Inc. (“Parent”), and a wholly owned subsidiary of Alcatel Lucent, has offered to purchase all issued and outstanding shares of Motive common stock. The offer expires at 12:00 midnight, New York City time, at the end of Tuesday, August 12, 2008, unless the offer is extended. See Instructions on the reverse side. I/we the undersigned, surrender to you for tendering the share(s) identified below. I/we certify that I/we have complied with all requirements as stated in the instructions on the reverse side, and/or the registered holder(s) of the shares of Motive stock represented by the enclosed, have full authority to surrender these certificate(s), and give the instructions in this Transmittal Form and warrant that the shares represented by these certificates are free and clear of all liens, restrictions, adverse claims and encumbrances. Please complete the back if you would like to transfer ownership or request special mailing. If the Taxpayer ID Number printed above is INCORRECT OR if the space is BLANK write in the CORRECT number here. Under penalties of perjury. I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. person (including a U.S. resident alien). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report ll interest and dividends on your tax return. Signature: Date: PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY SIGNING BELOW. SUBSTITUTE FORM W-9 B PLACE AN X IN ONE TENDER BOX ONLY Tender All C A Signature of Stockholder Date Daytime Telephone# Signature of Stockholder Date Daytime Telephone# XX Signature: This form must be signed by the registered holder(s) exactly as their name(s) appears on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith. Partial D Tender WHOLE SHARES FRACTIONS Certified Certificate(s) Number If you cannot produce some or all of your Motive certificates, you must obtain a lost instrument open penalty surety bond. Please see the reverse side of this form for instructions. EAFFIDAVIT OF LOST, MISSING OR DESTROYED CERTIFICATE(S) Investor ID Number AND AGREEMENT OF INDEMNITY THIS AFFIDAVIT IS INVALID IF A CHECK IS NOT INCLUDED AND IF THE AFFIDAVIT IS NOT SIGNED AND NOTARIZED BELOW. NOTE: FOREIGN OWNERS MUST also include Apostille seal or legal equivalent. TOTAL SHARES LOST . Please Fill In Certificate No(s). if Known Number of Shares Attach separate schedule if needed By signing this form I/We or myself/ourselves swear, depose and state that: I/We or myself/ourselves am/are the lawful owner(s) of the certificate(s) hereinafter referred to as the “securities” described in the Letter of Transmittal. The securities have not been endorsed, pledged, cashed, negotiated, transferred, assigned, or otherwise disposed of. I/We or myself/ourselves have made a diligent search for the securities and have been unable to find it or them and make this Affidavit for the purpose of inducing the sale, exchange, redemption, or cancellation of the securities, as outlined in the Letter of Transmittal, without the surrender of the original(s), and also to req uest and induce Federal Insurance Company to provide suretyship for me/us to cover the missing securities under its Blanket Bond # 8302-00-67. I/We or myself/ourselves hereby agree to surrender the securities for cancellation should I/We or myself/ourselves, at any time, find the securities. I/We or myself/ourselves hereby agree for myself/ourselves, my/our heirs, successors, assigns and personal representatives, in consideration of the proceeds of the sale, exchange, redemption or cancellation of the securities, and the aforementioned suretyship, to indemnify, protect and hold harmless Federal Insurance Company (the Surety), Mellon Investor Services LLC, Motive, Purchaser, Parent, all their subsidiaries and any other party to the transaction, from and against any and all loss, costs, and damages including court costs and attorney’s fees, which they may be subject to or liable for in respect to the sale, exchange, redemption, or cancellation of the securities without requiring surrender of the original securities. The rights accruing to the parties under the preceding sentence shall not be limited or abridged by their negligence, inadvertence, accident, oversight, breach or failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or may have occurred, I/We or myself/ourselves agree that this Affidavit and Indemnity Agreement is to become part of Blanket Bond # 8302-00-67 underwritten by Federal Insurance Company. Any person who, knowingly and with intent to defraud any insurance company or other person, files an application or statement of claim, containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to civil penalties as prescribed by law. X Signed by Affiant (stockholder) on this (date) (Deponent) (Indemnitor) (Heirs Individually) Month Day Year Social Security # Date Notary Public Lost Securities Surety Premium/Service Fee Calculation The following formula should be used to calculate the surety premium, if any, and service fee that you must submit with this form. 1. Calculate the share value of the lost shares by multiplying the number of shares that are lost by the Cash Rate: · Enter number of share(s) lost X (Cash Rate) $2.23 = $ share value• If the share value exceeds $500,000, or if the shareholder is foreign and the share value exceeds $100,000, do not complete this affidavit. Complete only the Transmittal Form and contact Mellon Investor Services regarding the lost certificate(s). 2. Only calculate a Surety Premium if the share value exceeds $3,000.00, otherwise enter zero (0) on the Surety Premium line below.• The surety premium equals 1% (.01) of the share value noted in line 1 above: $ X (1%) or (.01) = $ Surety Premium 3. Add the service fee based on the share value fee guide noted below $ Service Fee• If the share value is less than or equal to $250.00, the Service Fee = $50.00• If the share value is greater than $250.00 but less than or equal to $3,000.00, the Service Fee = $100.00• If the share value is greater than $3,000.00, the Service Fee = $200.00 4. Total amount due (add lines 2 & 3) $ Total Amount Please enclose a money order, certified check or cashiers’ check for the required amount, made payable to Mellon Investor Services. |
F G Special Transfer Instructions Special Mailing Instructions If you want your check for cash to be issued in another name, fill in Signature Guarantee Medallion Fill in ONLY if mailing to someone other than the under- this section with the information for the new account name. signed or to the undersigned at an address other than that shown on the front of this card. Mail check(s) to: Name (Please Print First, Middle & Last Name) (Title of Officer Signing this Guarantee) Name (Please Print First, Middle & Last Name) Address (Number and Street) (Name of Guarantor -Please Print) Address (Number and Street) (City, State & Zip Code) (Address of Guarantor Firm) (Tax Identification or Social Security Number) (City, State & Zip Code) INSTRUCTIONS FOR COMPLETING THE STOCK TRANSMITTAL FORM A Sign, date and include your daytime telephone number in this Transmittal Form in Box 1 and after completing all other applicablesections return this form and your stock certificates in the enclosed envelope. B PLEASE SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER if you are a U.S. Taxpayer. If the Taxpayer ID or Social Security Number is incorrect or blank, write the corrected number in Box 2 and sign to certify. Please note that Mellon Investor Services may withhold 28% of your proceeds as required by the IRS if the Taxpayer ID or SocialSecurity Number is not certified on our records. If you are a non -U.S. Taxpayer, please complete and return form W-8BEN. C If you are tendering all your shares for cash, please check this box only. D If you are tendering some of your shares for cash, please check the box, indicate the number of shares you wish to tender andreceive in cash. E If you cannot produce some or all of your Motive stock certificates, you must obtain a lost instrument open penalty surety bondand file it with Mellon. To do so through Mellon’s program with Federal Insurance Company, complete Box 5 on the front sideof this form, including the lost securities premium and service fees calculations, and return the form together with your paymentas instructed. Please print clearly. Alternatively, you may obtain a lost instrument open penalty surety bond from aninsurance company of your choice that is rated A+XV or better by A. M. Best & Company. In that instance, you wouldpay a surety premium directly to the surety bond provider you select and you would pay Mellon its service fee only. Please contactus at the number provided below for further instructions on obtaining your own bond. F If you want your check for cash to be issued in another name, fill in Box 6. Signature(s) in Box 6 must be medallion guaranteed. G Complete Box 7 only if your check for cash is to be delivered to a person other than the registered holder or to a differentaddress. HOW TO CONTACT MELLON INVESTOR SERVICES By Telephone — 9 a.m. to 6 p.m. New York Time, Monday through Friday, except for bank holidays: From within the U.S., Canada or Puerto Rico: 1-800-777-3674 (Toll Free) From outside the U.S.: 1-201-680-6579 (Collect) WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS By Mail: By Overnight Courier or By Hand: Mellon Investor Services LLC Mellon Investor Services LLC Attn: Corporate Action Dept., 27th Floor Attn: Corporate Action Dept., 27th Floor P.O. Box 3301 480 Washington Boulevard South Hackensack, NJ 07606 Jersey City, NJ 07310 |