EXHIBIT 99.4
NOTICE OF GUARANTEED DELIVERY
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
This form, or one substantially equivalent hereto, must be
used to accept the Exchange Offer made by Communications & Power Industries,
Inc. (the "Issuer") and the Guarantors, pursuant to its Prospectus, dated
_________, 2004 (the "Prospectus"), and the enclosed Letter of Transmittal (the
"Letter of Transmittal") if the certificates for the Outstanding Notes are not
immediately available or if the procedure for book-entry transfer cannot be
completed on a timely basis or time will not permit all required documents to
reach the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date of the Exchange Offer. Such form may be delivered or transmitted
by facsimile transmission, mail or hand delivery to BNY Western Trust Company
(the "Exchange Agent") as set forth below. In addition, in order to utilize the
guaranteed delivery procedure to tender the Original Notes pursuant to the
Exchange Offer, a completed, signed and dated Letter of Transmittal (or
facsimile thereof) must also be received by the Exchange Agent prior to 5:00
p.m., New York City time, on the Expiration Date of the Exchange Offer.
Capitalized terms not defined herein have the meanings ascribed to them in the
Letter of Transmittal.
DELIVERY TO: BNY WESTERN TRUST COMPANY, EXCHANGE AGENT
By Mail or Overnight Courier By Hand: By Facsimile Transmissions:
Delivery: (212) 298-1915
The Bank of New York The Bank of New York
101 Barclay Street - 7 E 101 Barclay Street - 7 E
New York, NY 10286 New York, NY 10286 Confirm By Telephone:
Attn. Diane Amoroso Ground Floor Window (212) 815-3738
Corporate Trust, Reorganization Dept. Corporate Trust, Reorganization Dept.
For Information:
Diane Amoroso
(212) 815-3738
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS
OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
Please read the accompanying instructions carefully.
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Ladies and Gentlemen:
Upon the terms and subject to the conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the Issuer
the principal amount of the Outstanding Notes set forth below, pursuant to the
guaranteed delivery procedures described in "The Exchange Offer -- Guaranteed
Delivery Procedures" section of the Prospectus.
Principal Amount of the Outstanding Notes Tendered: ___________________________
Certificate Nos. (If Available):________________________________________________
________________________________________________________________________________
(Signature(s) of Record Holder(s))
________________________________________________________________________________
(Please Type or Print Name(s) of Record Holder(s))
Dated: _____________________, 2004
Address: _______________________________________________________________________
________________________________________________________________________________
(Zip Code)
________________________________________________________________________________
(Daytime Area Code and Telephone No.)
[ ] Check this Box if the Outstanding Notes will be delivered by book-entry
transfer to The Depositary Trust Company.
Account Number: ________________________________________________________________
THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agents
Medallion Program or an "eligible guarantor institution", as such term is
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), (a) represents that the above named person(s) "own(s)" the
Outstanding Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under
the Exchange Act, (b) represents that the tender of those Outstanding Notes
complies with Rule 14e-4, and (c) guarantees to deliver to the Exchange Agent,
at its address set forth in the Notice of Guaranteed Delivery, the certificates
representing all tendered Outstanding Notes, in proper form for transfer, or a
book-entry confirmation (a confirmation of a book-entry transfer of the
Outstanding Notes into the Exchange Agent's account at The Depositary Trust
Company), together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature guarantees, and
any other documents required by the Letter of Transmittal within three (3) New
York Stock Exchange trading days after the date of execution of this Notice of
Guaranteed Delivery.
Name of Firm: __________________________________________________________________
________________________________________________________________________________
(Authorized Signature)
Address: _______________________________________________________________________
________________________________________________________________________________
(Zip Code)
Area Code and Tel. No.:_________________________________________________________
Name: __________________________________________________________________________
(Please Type or Print)
Title: _________________________________________________________________________
Dated: _________________, 2004
NOTE: DO NOT SEND OUTSTANDING NOTE CERTIFICATES WITH THIS NOTICE OF
GUARANTEED DELIVERY. ACTUAL SURRENDER OF CERTIFICATES FOR OUTSTANDING
NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly
completed and duly executed copy of this Notice of Guaranteed Delivery
and any other documents required by this Notice of Guaranteed Delivery
must be received by the Exchange Agent at its address set forth on the
cover page hereof prior to the Expiration Date of the Exchange Offer.
The method of delivery of this Notice of Guaranteed Delivery and any
other required documents to the Exchange Agent is at the election and
risk of Holders and the delivery will be deemed made only when actually
received by the Exchange Agent. If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended.
Instead of delivery by mail, it is recommended that Holders use an
overnight or hand delivery service. In all cases sufficient time should
be allowed to assure timely delivery. For a description of the
guaranteed delivery procedure, see Instruction 2 of the Letter of
Transmittal. No notice of Guaranteed Delivery should be sent to the
Issuer.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this
Notice of Guaranteed Delivery is signed by the registered Holder(s) of
the Outstanding Notes referred to herein, the signatures must
correspond with the name(s) written on the face of the Outstanding
Notes without alteration, addition, enlargement, or any change
whatsoever.
If this Notice of Guaranteed Delivery is signed by a person
other than the registered Holder(s) of any Outstanding Notes listed,
this Notice of Guaranteed Delivery must be accompanied by appropriate
bond powers, signed as the name of the registered Holder(s) appear(s)
on the Outstanding Notes without alteration, addition, enlargement, or
any change whatsoever. If this Notice of Guaranteed Delivery 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, such person should so indicate when signing
and, unless waived by the Issuer, evidence satisfactory to the Issuer
of their authority so to act must be submitted with this Notice of
Guaranteed Delivery.
3. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions and requests for assistance and requests for additional
copies of the Prospectus may be directed to the Exchange Agent at the
address set forth on the cover hereof. Holders may also contact their
broker, dealer, commercial bank, trust company, or other nominee for
assistance concerning the Exchange Offer.