EXHIBIT (a)(1)(D)
VIRAGE, INC.
OFFER TO EXCHANGE OPTIONS
NOTICE TO WITHDRAW
FROM THE OFFER
I previously received a copy of (i) the Offer to Exchange; (ii) the
memorandum from Alfred J. Castino dated January 7, 2002; and (iii) an Election
Form. I signed and returned the Election Form, in which I elected to accept
Virage, Inc.'s ("Virage" or the "Company") offer to exchange (the "Offer") some
of or all of my eligible options. I now wish to change that election and reject
Virage's Offer to exchange my options. I understand that by signing this Notice
and delivering it to Monica Wilson by 9:00 p.m. Pacific Standard Time on
February 5, 2002, I will be able to withdraw my acceptance of the Offer and
instead reject the Offer to exchange options.
I understand that in order to withdraw my acceptance of the Offer, I
must sign, date and deliver this Notice via facsimile (fax # (650) 573-3211) or
courier or hand delivery to Monica Wilson, Treasurer at Virage, Inc., 177 Bovet
Road, Suite 520, San Mateo, California 94402 by 9:00 p.m. Pacific Standard Time
on February 5, 2002.
I understand that by withdrawing my acceptance of the Offer to exchange
options, I will not receive any New Options pursuant to the Offer and I will
keep the Old Options that I have. These options will continue to be governed by
the stock option plan under which they were granted and by the existing option
agreements between Virage and me.
I understand that I may change this election, and once again accept the
Offer to exchange options, by submitting a new Election Form via facsimile (fax
# (650) 573-3211) or courier or hand delivery to Monica Wilson, Treasurer at
Virage, Inc., 177 Bovet Road, Suite 520, San Mateo, California 94402 prior to
9:00 p.m. Pacific Standard Time on February 5, 2002.
I have signed this Notice and printed my name exactly as it appears on
the Election Form.
I do not accept the Offer to exchange any options.
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Employee Signature Government ID, e.g. Social Security #, Social Insurance #, etc.
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Employee Name (Please Print) E-mail Address Date and Time
RETURN TO MONICA WILSON NO LATER THAN 9:00 P.M. PST, FEBRUARY 5, 2002
VIA FACSIMILE AT (650) 573-3211 OR VIA COURIER OR HAND DELIVERY
TO 177 BOVET ROAD, SUITE 520, SAN MATEO, CALIFORNIA 94402
VIRAGE WILL SEND AN E-MAIL
CONFIRMATION WITHIN 2 BUSINESS DAYS OF RECEIPT
INSTRUCTIONS TO THE NOTICE TO WITHDRAW FROM THE OFFER
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Notice to Withdraw from the Offer.
A properly completed and executed original of this Notice to Withdraw
from the Offer (or a facsimile of it), and any other documents required by this
Notice to Withdraw from the Offer, must be received either via courier or hand
delivery, by Monica Wilson, Treasurer at Virage, Inc., 177 Bovet Road, Suite
520, San Mateo, California 94402 or via facsimile (fax # (650) 573-3211) on or
before 9:00 p.m. Pacific Standard Time on February 5, 2002 (the "Expiration
Date"). If the Offer is extended, you may submit a Notice to Withdraw from the
Offer at any time until the extended expiration of the Offer.
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION
AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE COMPANY. YOU MAY HAND DELIVER OR COURIER YOUR NOTICE TO WITHDRAW FROM THE
OFFER TO MONICA WILSON, TREASURER AT VIRAGE, INC. (THE "COMPANY"), OR YOU MAY
FAX IT TO HER AT THE NUMBER LISTED ON THE FRONT COVER OF THIS NOTICE TO WITHDRAW
FROM THE OFFER. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY
DELIVERY. WE INTEND TO CONFIRM THE RECEIPT OF YOUR NOTICE TO WITHDRAW WITHIN TWO
(2) BUSINESS DAYS OF DELIVERY. IF YOU HAVE NOT RECEIVED A CONFIRMATION OF
RECEIPT, IT IS YOUR RESPONSIBILITY TO ENSURE MONICA WILSON RECEIVED YOUR NOTICE
TO WITHDRAW.
Although by submitting a Notice to Withdraw from the Offer you have
withdrawn your tendered options from the Offer, you may change your mind and
re-accept the Offer until the expiration of the Offer. Tenders of options made
through the Offer may be made at any time before the Expiration Date. If the
Company extends the Offer beyond that time, you may tender your options at any
time until the extended expiration of the Offer. To change your mind and elect
to participate in the Offer, you must deliver a new signed and dated Election
Form, with the required information to the Company, while you still have the
right to participate in the Offer. Your options will not be properly tendered
for purposes of the Offer unless the withdrawn options are properly re-tendered
before the Expiration Date by delivery of the new Election Form following the
procedures described in the Instructions to the Election Form.
IF YOU DO NOT WISH TO WITHDRAW ALL YOUR TENDERED OPTIONS FROM THE OFFER,
YOU SHOULD NOT FILL OUT THIS NOTICE TO WITHDRAW FROM THE OFFER. IF YOU WISH TO
CHANGE YOUR ELECTION WITH RESPECT ONLY TO PARTICULAR OPTIONS, YOU SHOULD SUBMIT
A NEW ELECTION FORM INSTEAD. As noted in the Offer to Exchange, you may select
individual option grants to be tendered for exchange. You do not have to tender
all your option grants, but for each individual grant you do choose to tender,
you must tender the entire outstanding, unexercised portion. You may change your
mind about which individual option grants you would like to tender for exchange.
To change your election regarding particular individual option grants you
previously tendered while continuing to elect to participate in the Offer, you
must deliver a signed and dated new Election Form, with the required
information, following the procedures described in the Instructions to the
Election Form before the Expiration Date or, if the Offer is extended, before
the extended expiration of the Offer. Upon receipt of such a new, properly
filled out, signed and dated Election Form, any previously submitted Election
Form, or Notice to Withdraw from the Offer will be disregarded and will be
considered replaced in full by the new Election Form.
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Although it is our intent to send you a confirmation of receipt of this
Notice, by signing this Notice to Withdraw from the Offer (or a facsimile of
it), you waive any right to receive any notice of the withdrawal of the tender
of your options.
2. Signatures on This Notice to Withdraw from the Offer.
If this Notice to Withdraw from the Offer is signed by the holder of the
eligible options, the signature must correspond with the name as written on the
face of the option agreement or agreements to which the options are subject
without alteration, enlargement or any change whatsoever. If your name has been
legally changed since your option agreement was signed, please submit proof of
the legal name change.
If this Notice to Withdraw from the Offer is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, that person
should so indicate when signing, and proper evidence satisfactory to the Company
of the authority of that person so to act must be submitted with this Notice to
Withdraw from the Offer.
3. Other Information on This Notice to Withdraw from the Offer.
In addition to signing this Notice to Withdraw from the Offer, you must
print your name and indicate the date and time at which you signed. You must
also include a current e-mail address and your government identification number,
such as your social security number, tax identification number or national
identification number, as appropriate.
4. Requests for Assistance or Additional Copies.
Any questions or requests for assistance, as well as requests for
additional copies of the Offer to Exchange or this Notice to Withdraw from the
Offer (which will be furnished at the Company's expense) should be directed to:
Frank Pao, Vice President, Business Affairs, or
Monica Wilson, Treasurer
Virage, Inc.
177 Bovet Road, Suite 520
San Mateo, CA 94402
Frank Pao: (650) 573-3239
Monica Wilson: (650) 581-8094
5. Irregularities.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of this withdrawal from the Offer will be determined by
the Company in its discretion. The Company's determinations shall be final and
binding on all parties. The Company reserves the right to reject any or all
Notices to Withdraw from the Offer that the Company determines not to be in
proper form or the acceptance of which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the right to waive any of the
conditions of the Offer and any defect or irregularity in the Notice to Withdraw
from the Offer, and the Company's interpretation of the terms of the Offer
(including these instructions) will be final and binding on all parties. No
Notice to Withdraw from the Offer will be deemed to be properly made until all
defects and
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irregularities have been cured or waived. Unless waived, any defects or
irregularities in connection with Notices to Withdraw from the Offer must be
cured within the time as the Company shall determine. Neither the Company nor
any other person is or will be obligated to give notice of any defects or
irregularities in Notices to Withdraw from the Offer, and no person will incur
any liability for failure to give any such notice.
IMPORTANT: THE NOTICE TO WITHDRAW FROM THE OFFER (OR A FACSIMILE COPY OF
IT) TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY,
ON OR BEFORE THE EXPIRATION DATE.
6. Additional Documents to Read.
You should be sure to read the Offer to Exchange, all documents
referenced therein, and the memorandum from Alfred J. Castino dated January 7,
2002 before making any decisions regarding participation in, or withdrawal from,
the Offer.
7. Important Tax Information.
You should refer to Section 14 of the Offer to Exchange, which contains
important U.S. federal income tax information. If you live or work in the United
Kingdom, you should refer to Section 15 for a discussion of tax consequences
which may apply to you.
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