Exhibit (a)(1)(B)
The Exchange Program and withdrawal rights expire at
5:00 p.m., PDT, on August 19, 2009
unless the Exchange Program is extended.
INSTRUCTIONS TO ELECTION FORM AND INFORMATION SHEET
1. DEFINED TERMS. All terms used in this Election Form and the subsequent Information Sheet but not defined have the meaning given them in the Offer to Exchange, dated July 22, 2009. References in this Election Form to “Company,” “Strasbaugh,” “we,” “us,” “our,” and “ours” mean Strasbaugh and its subsidiary.
2. EXPIRATION DATE. The Exchange Program and any rights to tender or to withdraw a tender of eligible option grants expire at 5:00 p.m., PDT, on August 19, 2009, unless the Exchange Program is extended.
3. DELIVERY OF ELECTION FORM. If you intend to tender an eligible option grant or multiple eligible option grants under the Exchange Program, a signed copy of this Election Form, together with a properly completed and signed Information Sheet, must be received by us before 5:00 p.m., PDT, August 19 , 2009 (or such later date as may apply if the Exchange Program is extended).
Your Election Form and Information Sheet will be effective only upon receipt by us. We will accept delivery of the signed Election Form and Information Sheet only by one of the methods of delivery described above. The method of delivery is at your own option and risk. You are responsible for making sure that the Election Form and Information Sheet are delivered to the person indicated above. You must allow for delivery time based on the method of delivery that you choose to ensure that we receive your Election Form and Information Sheet on time.
You are not required to tender any eligible option grant. For each eligible option grant you choose to tender for exchange, you must tender that entire option grant for the amount of its unexercised portion. On the Information Sheet, please check the box (either “ACCEPT” or “DECLINE”) and initial corresponding to your eligible option grant, indicating the action you wish to take.
You do not need to return your stock option agreement relating to each tendered eligible option grant, as it will be automatically cancelled if we accept your eligible option grant for exchange.
4. WITHDRAWAL OF ELECTION. Tenders of eligible option grants made under the Exchange Program may be withdrawn at any time before 5:00 p.m., PDT, on August 19, 2009, unless we extend the expiration date, in which case withdrawals must be received before such later expiration date and time.
To withdraw a tendered eligible option grant, you must request a replacement Election Form and Information Sheet a properly completed and signed replacement Election Form and Information Sheet in the manner described in Instruction (3) above. Withdrawals may not be rescinded and any eligible option grant withdrawn will not be considered to be properly tendered, unless the withdrawn eligible option grant is properly re-tendered before the expiration date by following the procedures described in Instruction 3 above.
5. SIGNATURES. Please sign and date the Election Form, and confirm your social security number or other tax identification number. Except as described in the following sentence, this Election Form must be signed by the holder of the eligible option grant to be tendered exactly as such holder’s name appears on the eligible option grant option agreement. If the signature is by an attorney-in-fact or another person acting in a fiduciary or representative capacity, the signer’s full title and proper evidence of the authority of such person to act in such capacity must be identified on this Election Form.
6. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests for assistance regarding the exchange offer (including requests for additional or hard copies of the exchange offer or this Election Form) should be directed to Richard Nance by telephone at (805) 541-6424.
7. IRREGULARITIES. We will determine all questions as to the number of shares subject to eligible option grants tendered and the validity, form, eligibility (including time of receipt) and acceptance of any tender of eligible option grants. Subject to any order or decision by a court or arbitrator of competent jurisdiction, our determination of these matters will be final and binding on all parties. We may reject any or all tenders of eligible option grants that we determine are not in appropriate form or that we determine are unlawful to accept. We may waive any defect or irregularity in any tender with respect to any particular eligible option grant before the expiration of the Exchange Program. No eligible option grant will be accepted for exchange until the holder of the eligible option grant exchanging the eligible option grant has cured all defects or irregularities to our satisfaction, or they have been waived by us, prior to the expiration date. Neither we nor any other person is obligated to give notice of any defects or irregularities involved in the exchange of any eligible option grant.
8. CONDITIONAL OR CONTINGENT OFFERS. We will not accept any alternative, conditional or contingent tenders.
9. IMPORTANT TAX INFORMATION. You should refer to the Offer to Exchange, which contains important tax information. We encourage all holders of eligible option grants to consult with tax advisors if you have questions about your financial or tax situation.
ELECTION FORM
| To: | Strasbaugh |
| | 825 Buckley Road |
| | San Luis Obispo, CA 93401 |
I acknowledge that:
1. I have received the Offer to Exchange dated July 22, 2009 and this Election Form.
2. I tender to Strasbaugh for exchange the eligible option grant(s) specified on the attached Information Sheet and understand that, upon acceptance by Strasbaugh, this Election Form will constitute a binding agreement between Strasbaugh and me. On the Information Sheet I have checked the box and included my initials corresponding to each eligible option grant, indicating whether I want to decline or accept the Company’s offer to exchange Common Stock for each of my eligible option grants.
3. I understand that if I validly tender an eligible option grant for exchange, and such eligible option grant is accepted and cancelled, I will receive Common Stock that will be for 50% of the shares of common stock than were underlying my eligible option grant. I understand that the Common Stock will be granted under the 2007 Incentive Share Plan.
4. I understand that if I elect to tender an eligible option grant, I must tender all outstanding un-exercised options, whether vested or unvested, of that particular grant for exchange.
5. I understand that the Common Stock will not be registered under the Securities Act, and I will be required to hold the shares for at least six months before they are eligible for sale or transfer
6. Strasbaugh has advised me to consult with my own advisors as to the consequences of participating or not participating in this Exchange Program, including my personal tax advisor with any questions regarding the tax consequences of participating in this Exchange Program in the context of my own situation.
7. To remain eligible to tender my options for exchange and cancellation pursuant to the Exchange Program, I understand that I must remain an employee and must not have received nor have given a notice of termination prior to the date and time that the Exchange Program expires, which is scheduled to be 5:00 p.m., PDT, on August 19, 2009, unless the Exchange Program is extended.
8. I understand that if I cease providing services to the Company prior to the Expiration Date of the Exchange Program, (except in the case of death or disability), the Company will not accept my eligible option grant for cancellation and I will retain my eligible option grant with its current terms and conditions.
9. I understand that if I properly elect to participate in the Exchange Program, my death or incapacity will not affect the Company’s authority to take the actions described in the Exchange Program with respect to an eligible option grant I have tendered for exchange, and such authority will survive my death or incapacity. All of my obligations under this election form will be binding on my heirs, personal representatives, successors and assigns.
10. I understand that neither the ability to participate in the Exchange Program nor actual participation in the Exchange Program will be construed as a right to continued employment with the Company or any of its subsidiaries.
11. I understand that this election is entirely voluntary, and I am aware that I may change or withdraw my decision to tender my eligible option grant(s) at any time until the Exchange Program expires by submitting a new Election Form to the Company expressing my revocation as described in the Instructions to this Election Form. I further understand to re-elect to participate in the Exchange Program, I must again follow the procedure described in these instructions to deliver a new Election Form prior to the expiration of the Exchange Program. I understand that this decision to tender any or all of my eligible option grant(s) will be irrevocable at 5:00 p.m., PDT, on August 19, 2009, unless the Exchange Program is extended.
15. I sell, assign and transfer to the Company all right, title and interest in and to the eligible option grants that I am tendering as specified in the attached eligible option grant Information Sheet, and I agree that I shall have no further right or entitlement to purchase any shares of the Company’s common stock under the tendered eligible option grant(s) on the date Strasbaugh accepts such eligible option grant(s) for exchange and cancellation.
16. I agree to all of the terms and conditions of the Exchange Program AND HAVE ATTACHED A COPY OF THE INFORMATION SHEET INITIALED BY ME. I understand that if I do not include the Information Sheet with this Election Form, I will be deemed to have elected NOT to exchange my eligible option grant(s).
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| Employee’s Signature | | Date |
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| Employee Name (please print or type) | | |
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| Social Security Number or Tax I.D. Number | | |
NOTE TO MARRIED EMPLOYEES:
If you are married, in order to elect to tender your eligible option grant(s) your spouse must execute the Spousal Consent below. Under the Consent, your spouse agrees to be bound, and agrees that any such community property interest shall similarly be bound, by this Election Form.
Your failure to provide your spouse’s signature constitutes your representation and warranty to Strasbaugh that either you are not married or your spouse has no community or other marital property rights in the option grant(s) or your new Common Stock. You should consult your personal outside advisors if you have questions about the Spousal Consent below.
Spousal Consent
The undersigned spouse of the Strasbaugh employee who has executed this Election Form above has read and hereby approves the submission of this Election Form and Information Sheet. The undersigned agrees to be irrevocably bound by this Election Form and further agrees that any community property interest of the undersigned will similarly be bound by this Election Form. The undersigned appoints the person who has executed this Election Form above as his/her attorney-in-fact with respect to any amendment or exercise of any rights under this Election Form.
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| Spouse’s Signature | | Date |
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| Spouse’s Name (please print or type) | | |
INFORMATION SHEET
If you elect to participate in the Exchange Program, this Information Sheet must be properly completed, initialed and submitted with your Election Form no later than 5:00 p.m. on August 19, 2009. If this Information Sheet is not properly completed, signed and submitted with your Election Form, your Election Form will be rejected.
| | Eligible Option Grant | | Outstanding Stock Options | | Number of Shares of Common Stock | | ACCEPT | | DECLINE | | Initials | | |
| | 1 | | | | | | | | | | | | |
| | 2 | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
