Exhibit (a)(2)
LETTER OF TRANSMITTAL
To Accompany Certificates Formerly Representing Shares of Common Stock of
To Accompany Certificates Formerly Representing Shares of Common Stock of
By Mail: Registrar and Transfer Company Attn: Reorg/Exchange Dept. P.O. Box 645 Cranford, New Jersey 07016 | VOXWARE, INC. | By Hand and Overnight Delivery: Registrar and Transfer Company Attn: Reorg/Exchange Dept. 10 Commerce Drive Cranford, New Jersey 07016 |
DEPOSITARY: REGISTRAR AND TRANSFER COMPANY | ||
This Offer Expires 5:00 p.m., New York City time on November 4, 2010 | ||
DESCRIPTION OF CERTIFICATES SURRENDERED | ||
Certificate(s) Enclosed (Attach List if necessary) | ||
Total Number of | ||
(See Instructions) | Certificate | Shares Represented |
Name and Address of Registered Holder | Number(s) | by Certificate(s) |
TOTAL SHARES |
You MUST submit ALL your original Voxware, Inc. Common Stock certificates in order to complete the exchange process. If you cannot locate your original stock certificate(s), please check the box below and carefully follow the instructions on the reverse of this Letter of Transmittal. |
o Check the box to the left if you have lost any of your Voxware, Inc. stock certificates and complete the Affidavit For Lost Stock Certificates on the reverse side (See Instruction 5). |
PLEASE CERTIFY YOUR TAXPAYER IDENTIFICATION NUMBER (TIN) BY COMPLETING THE INFORMATION IN BOX NUMBER 8 ON THE REVERSE SIDE | |||
PLACE AN x ONE TENDER BOX ONLY | |||
c Tender All c Partial Tender | cccccccc | ||
WHOLE SHARES |
SIGNATURES MUST BE PROVIDED BELOW — PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
A properly executed Letter of Transmittal, along with the stock certificates covered thereby or a guarantee of delivery of such certificates, must be received by the Depositary by 5:00 p.m., New York City time, on November 4, 2010 (the “Expiration Date”), unless the Offer is extended.
Ladies and Gentlemen:
LETTER OF TRANSMITTAL TO TENDER SHARES OF VOXWARE, INC.
Pursuant to the Offer to Purchase dated October 4, 2010. Voxware, Inc. has offered to purchase shares of its common stock for $1.00 per share. The offer expires on November 4, 2010. See Instruction 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 Voxware, Inc. 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.
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.
SPECIAL PAYMENT AND/OR ISSUANCE INSTRUCTIONS | ||||
(See Instructions 1, 3 and 4) | ||||
To be completed ONLY if the check in exchange for the Certificate(s) surrendered herewith are to be issued in the name of someone other than the undersigned. The taxpayer identification number of the new owner must be provided. (See Instruction 7) Issue and deliver New Certificate and/or check to: | ||||
Name: | ||||
(Please Print First, Middle & Last Name) | ||||
Address: | ||||
(including Zip Code) | ||||
Dated | ||||
SPECIAL DELIVERY INSTRUCTIONS | ||||
(See Instruction 1 and 4) | ||||
Complete ONLY if the check, as applicable, is to be delivered to someone other than the undersigned or to the undersigned at an address other than that shown under the undersigned’s name at the top of the letter. Mail New Certificate and/or check to: | ||||
Name: | ||||
(Please Print First, Middle & Last Name) | ||||
Address: | ||||
(including Zip Code) | ||||
IMPORTANT – THE BOX BELOW MUST BE SIGNED AND DATED AND THE SUBSTITUTE FORM W-9
ON THE REVERSE SIDE MUST BE COMPLETED WITH SIGNATURE AND TAX ID NUMBER
ON THE REVERSE SIDE MUST BE COMPLETED WITH SIGNATURE AND TAX ID NUMBER
IMPORTANT SHAREHOLDER SIGN HERE (Also Complete Substitute Form W-9) | |||
X | |||
X | |||
Must be signed by registered holder(s) exactly as name(s) appear on stock certificate(s). If signature is by attorney, executor, administrator, trustee or guardian, agent or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 4. | |||
Dated | |||
Name(s): | |||
(Please Print) | |||
Capacity: | |||
Area Code and Telephone No.: | |||
MEDALLION SIGNATURE GUARANTEE | ||
Required only if Special Payment and/or Issuance Instructions are provided. (See Instruction 3) | ||
The signature(s) should be guaranteed by an Eligible Financial Institution or a member of a registered National Securities Exchange or the FINRA pursuant to Securities and Exchange Commission Rule 17Ad-15. | ||
INSTRUCTIONS FOR TENDERING CERTIFICATES
Forming Part of the Terms and Conditions of this Letter of Transmittal
Forming Part of the Terms and Conditions of this Letter of Transmittal
1. General. The Letter of Transmittal, properly filled in and signed by or on behalf of the registered holder(s) of Voxware, Inc. Common Stock (or properly constituted assignees) and accompanied by certificate(s) for shares of Voxware, Inc. Common Stock, when tendered to the Depositary, Registrar and Transfer Company, at the addresses set forth on the reverse side, will entitle you to receive the Offer Price, subject to the terms and conditions of the Offer. For your convenience, a return envelope addressed to the Depositary is enclosed.
The method of delivery of the certificate(s) is at the option and risk of the stockholder, but if the certificate(s) or documents are sent by mail, it is suggested that insured or registered mail be used for the stockholder’s protection, and you should insure your certificate(s) for 1.5% of their value at $1.00 per share. Please note that the certificate(s) or documents must be in good order and received by the Depositary prior to the Expiration Date in order to be accepted.
Insert in the box at the top of the letter of transmittal the certificate number(s) of the common stock certificate(s) which you are tendering herewith and the number of shares represented by each certificate. If the space provided is insufficient, attach a separate sheet listing this information.
2. Authority of Signatory. If the Letter of Transmittal is executed by an agent, attorney, executor, administrator, trustee, guardian or other fiduciary, or by a person acting in any other fiduciary or representative capacity, or by an officer of a corporation on behalf of the corporation, the full title of such person must be given and proper documentary evidence of his appointment and authority to act in such capacity (including, where necessary, bylaws, corporate resolutions and court orders) must be forwarded with the tendered stock certificate(s) and this letter of transmittal.
3. Check Issued in Different Name. If the section entitled “Special Payment and/or Issuance Instructions” is completed, then signatures on this Letter of Transmittal must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents’ Medallion Program (each an “Eligible Institution”). If the surrendered certificates are registered in the name of a person other than the signer of this Letter of Transmittal, or if issuance is to be made to a person other than the registered owner(s), surrendered certificates must be accompanied by a properly endorsed Letter of Transmittal or duly executed st ock power(s), in either case signed exactly as the name(s) of the registered owners appear on such certificate(s) with the signatures on the Letter of Transmittal or stock power(s) guaranteed by an Eligible Institution as provided herein.
4. Special Delivery Instructions. Indicate the name and address to which the new Certificate and/or Check is to be sent if different from the name and/or address of the person(s) signing this Letter of Transmittal. The shareholder is required to give the social security number or employee identification number of the record owner of the shares or payment. If Special Payment and/or Issuance Instructions have been completed, the shareholder named therein will be considered the record owner for this purpose.
5. Lost Certificate(s). If you cannot locate your certificate(s), please check the box on the front of this Letter of Transmittal and return with any certificates you do have to the Depositary at the address listed on the front.
AFFIDAVIT FOR LOST STOCK CERTIFICATE(S) | ||
The undersigned hereby attests and certifies the following: That I am the lawful owner of the certificate(s) listed on this letter of transmittal as lost. That a search for the certificate(s) has been conducted and that these certificate(s) cannot be located. That these certificate(s) have not been endorsed, hypothecated, sold or had their ownership pledged or encumbered in any form, whatsoever. In requesting the replacement of this certificate(s), I hereby agree that: If these certificate(s) are subsequently located, they will be tendered for cancellation. That I indemnify, protect and hold harmless Voxware, Inc., Travelers Casualty & Surety Company of America, and Registrar and Transfer Company, and any other party from and against all losses, expenses, costs and damages including legal fees that may be subjected to these parties at any time in the future as a result of the cancellation and replacement of the certificate(s). All rights accruing to these parties will not be limited by their negligence, breach of duty, accident, or other obligation on the part of or by any officer or employee of the parties. I acknowledge that the certificate(s) will be replaced under an insurance bond underwritten by Travelers Casualty & Surety Company of America. My check, payable to the Travelers Casualty & Surety Company of America, to cover the lost stock certificate bond premium of 1.5% of the value of the stock at $1.00 per share (Minimum $25.00) is enclosed. I further acknowledge that any filing of an insurance application with materially false or misleading information is a fraudulent insurance act and may be considered a crime. Note: If bond premium exceeds $3,750.00 you must contact Registrar and Transfer Company (800) 368-5948 immediately. | ||
Sign Here: ________________________________________________________________________________________ | ||
Co-Owner, if any: __________________________________________________________________________________ Date: ______________________, 20____ |
7. Important Tax Information: Substitute Form W-9. Each surrendering shareholder is required to provide Registrar and Transfer Company with such holder's correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9 below and to certify whether the shareholder is subject to backup withholding. Failure to provide such information on the form, may subject the surrendering shareholder to federal income tax withholding at the applicable withholding rate on payments made to such surrendering shareholder with respect to the shares. If such holder is an individual, the TIN is his or her Social Security number. A holder must cross out item (2) in Part 2 of Substitute Form W-9 if such holder is subject to backup withholding.
Certain holders, (including, among others, all corporations and certain foreign individuals) are exempt from these backup withholding and reporting requirements. Exempt holders should indicate their exempt status by checking the box in the Substitute Form W-9 below. In order for a foreign individual to qualify as an exempt recipient, such individual must submit a statement, signed under penalties of perjury, attesting to such individual's exempt status. Forms of such statements may be obtained from Registrar and Transfer Company. If backup withholding applies, Registrar and Transfer Company is required to withhold tax at the applicable rate of any payments made to the holder or other payee. Backup withholding is not an additional tax. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.
8. Inquiries. All inquiries with respect to the tender of certificates of common stock should be made directly to Registrar and Transfer Company, at 1- 800-368-5948, or via email to info@rtco.com.
PAYER’S NAME: VOXWARE, INC. |
Part 1 — Taxpayer Identification Number (TIN) - Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions in the Guidelines. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN in the Guidelines. Note. If the account is in more than one name, see the chart in the Guidelines for guidelines on whose number to enter. | | | | ||||||
Social Security Number(s) OR | |||||||
| | |||||||
Employer Identification Number(s) | |||||||
Part 2 — Certification — 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. citizen or other U.S. person (defined below). | ||||||
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 all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. | |||||||
Sign Here | |||||||
Signature of | |||||||
U.S. person ______________________________________ DATE _________________, 20_____ |
SUBSTITUTE | ||||||||
Form W-9 | ||||||||
(Rev. October 2007) | ||||||||
Department of the Treasury | ||||||||
Internal Revenue Service | ||||||||
Request for Taxpayer | ||||||||
Identification Number and Certification | ||||||||
Please fill in your name and address below. | ||||||||
Name (as shown on your income tax return) | ||||||||
Business if different from above | ||||||||
Check appropriate box: | ||||||||
o | Individual/Sole proprietor | o | Corporation | |||||
o | Partnership | o | Other_________ | |||||
o | Limited liability company. | (see instructions) | ||||||
Enter the tax classification | ||||||||
(D=disregarded entity, | ||||||||
C=corporation, P=partnership)_____ | ||||||||
o | Exempt payee | |||||||
Address (number, street, and apt. or suite no.) | ||||||||
City, State and ZIP Code | ||||||||
List account number(s) here (optional) |
NOTE: | FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE WITHHOLDING RATE OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW INSTRUCTION 7 ABOVE FOR ADDITIONAL INFORMATION. |