EXHIBIT 99.3
COMMUNICATIONS & POWER INDUSTRIES, INC.
OFFER TO EXCHANGE
ALL OUTSTANDING PRIVATELY PLACED
8% SENIOR SUBORDINATED NOTES DUE 2012
FOR AN EQUAL AMOUNT OF ITS
8% SENIOR SUBORDINATED NOTES DUE 2012
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
__________, 2004
To Our Clients:
Enclosed for your consideration is a Prospectus, dated ,
2004 (as the same may be amended or supplemented from time to time, the
"Prospectus"), and a Letter of Transmittal (the "Letter of Transmittal"),
relating to the offer (the "Exchange Offer") by Communications & Power
Industries, Inc. (the "Issuer"), CPI Holdco, Inc. and certain subsidiaries of
the Issuer (together with CPI Holdco, Inc., the "Guarantors") to exchange $1,000
principal amount of the Issuer's 8% Senior Subordinated Notes due 2012,
guaranteed by the Guarantors (collectively, the "Exchange Notes") that have been
registered under the Securities Act of 1933, as amended, for each $1,000
principal amount of the Issuer's outstanding 8% Senior Subordinated Notes due
2012, guaranteed by the Guarantors (collectively, the "Outstanding Notes"). The
terms of the Exchange Notes are identical in all material respects (including
principal amount, interest rate and maturity) to the terms of the Outstanding
Notes for which they may be exchanged pursuant to the Exchange Offer, except
that the Exchange Notes are freely transferable by holders thereof, upon the
terms and subject to the conditions of the enclosed Prospectus and the enclosed
Letter of Transmittal (the "Letter of Transmittal"). The Outstanding Notes are
unconditionally guaranteed (the "Old Guarantees") by the Guarantors, and the
Exchange Notes will be unconditionally guaranteed (the "New Guarantees") by the
Guarantors. Upon the terms and subject to the conditions set forth in the
Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New
Guarantees with respect to all Exchange Notes issued in the Exchange Offer in
exchange for the Old Guarantees of the Outstanding Notes for which such Exchange
Notes are issued in the Exchange Offer. Throughout this letter, unless the
context otherwise requires and whether so expressed or not, references to the
"Exchange Offer" include the Guarantors' offer to exchange the New Guarantees
for the Old Guarantees, references to the "Exchange Notes" include the related
New Guarantees and references to the "Outstanding Notes" include the related Old
Guarantees. The Issuer will accept for exchange any and all Outstanding Notes
properly tendered according to the terms of the Prospectus and the Letter of
Transmittal. Consummation of the Exchange Offer is subject to certain conditions
described in the Prospectus.
This material is being forwarded to you as the beneficial
owner of Outstanding Notes held by us for your account but not registered in
your name. A tender of such Outstanding
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Notes may only be made by us as the registered holder and pursuant to your
instructions. Therefore, the Issuer urges beneficial owners of Outstanding Notes
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee to contact such registered holder promptly if such beneficial
owners wish to tender Outstanding Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish to
tender any or all such Outstanding Notes held by us for your account, pursuant
to the terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal. If you wish to have us do so, please so instruct us by completing,
signing and returning to us the instruction form that appears below. We urge you
to read the Prospectus and the Letter of Transmittal carefully before
instructing us as to whether or not to tender your Outstanding Notes.
Your instructions to us should be forwarded as promptly as
possible in order to permit us to tender Outstanding Notes on your behalf in
accordance with the provisions of the Exchange Offer. The Exchange Offer will
expire at 5:00 p.m., New York City Time, on , 2004, unless the Exchange Offer is
extended by the Issuer. The time the Exchange Offer expires is referred to as
the "Expiration Date." Tenders of Outstanding Notes may be withdrawn at any time
prior to the Expiration Date.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR OUTSTANDING
NOTES, PLEASE SO INSTRUCT US BY COMPLETING, SIGNING AND RETURNING TO US THE
INSTRUCTION FORM BELOW.
The accompanying Letter of Transmittal is furnished to you for
your information only and may not be used by you to tender Outstanding Notes
held by us and registered in our name for your account or benefit.
If we do not receive written instructions in accordance with
the below and the procedures presented in the Prospectus and the Letter of
Transmittal, we will not tender any of the Outstanding Notes on your account.
Please carefully review the enclosed material as you consider
the Exchange Offer.
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INSTRUCTIONS
General: If you are the beneficial owner of 8% Senior Subordinated Notes due
2012 please read and follow the instructions under the heading "Instructions to
Registered Holder and/or DTC Participant From Beneficial Owner of 8% Senior
Subordinated Notes due 2012" below.
INSTRUCTIONS TO REGISTERED HOLDER AND/OR DTC PARTICIPANT FROM
BENEFICIAL OWNER OF 8%
SENIOR SUBORDINATED NOTES DUE 2012
The undersigned beneficial owner acknowledge(s) receipt of
your letter and the accompanying Prospectus dated , 2004 as the same may be
amended or supplemented from time to time, the "Prospectus"), and a Letter of
Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange
Offer") by Communications & Power Industries, Inc. (the "Issuer"), CPI Holdco,
Inc. and certain subsidiaries of the Issuer (together with CPI Holdco, Inc., the
"Guarantors") to exchange $1,000 principal amount of the Issuer's 8% Senior
Subordinated Notes due 2012, guaranteed by the Guarantors (the "Exchange
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for each $1,000 principal amount of the Issuer's
outstanding 8% Senior Subordinated Notes due 2012, guaranteed by the Guarantors
(the "Outstanding Notes"), upon the terms and subject to the conditions set
forth in the Prospectus and the Letter of Transmittal. Capitalized terms used
but not defined herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the
action to be taken by you relating to the Exchange Offer with respect to the
Outstanding Notes held by you for the account of the undersigned.
PRINCIPAL AMOUNT OF OUTSTANDING NOTES PRINCIPAL AMOUNT OF OUTSTANDING NOTES
HELD FOR ACCOUNT HOLDER(S) TO BE TENDERED*
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__________________________________________________________________________________
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* Unless otherwise indicated, the entire principal amount of Outstanding
Notes held for the account of the undersigned will be tendered.
If the undersigned instructs you to tender the Outstanding
Notes held by you for the account of the undersigned, it is understood that you
are authorized (a) to make, on behalf of the undersigned (and the undersigned,
by its signature below, hereby makes to you), the representations and warranties
contained in the Letter of Transmittal that are to be made with respect to the
undersigned as a beneficial owner of the Outstanding Notes, including but not
limited to the representations that (i) the undersigned is not an affiliate, as
defined in Rule 405
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under the Securities Act, of the Issuer or the Guarantors, (ii) the undersigned
is not engaged in and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution of Exchange
Notes, (iii) the undersigned is acquiring the Exchange Notes in the ordinary
course of its business, (iv) the undersigned is not a broker-dealer tendering
Outstanding Notes acquired for its own account directly from the Issuer. If a
Holder of the Outstanding Notes is an affiliate of the Company or the
Guarantors, is not acquiring the Exchange Notes in the ordinary course of its
business, is engaged in or intends to engage in a distribution of the Exchange
Notes or has any arrangement or understanding with respect to the distribution
of the Exchange Notes to be acquired pursuant to the Exchange Offer, such Holder
may not rely on the applicable interpretations of the staff of the Securities
and Exchange Commission relating to exemptions from the registration and
prospectus delivery requirements of the Securities Act and must comply with such
requirements in connection with any secondary resale transaction.
SIGN HERE
Date:_____________________________________________________________________, 2004
Signature(s):___________________________________________________________________
Print Name(s):__________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
(Please include Zip Code)
Telephone Number:_______________________________________________________________
(Please include Area Code)
Tax Identification Number or Social Security Number:____________________________
My Account Number With You:_____________________________________________________