NOTICE OF GUARANTEED DELIVERY
for
Tender of Shares of Common Stock
and Class B Common Stock
of
ALYSIS TECHNOLOGIES, INC.
to
MAUI ACQUISITION CORP.,
a wholly owned subsidiary of
PITNEY BOWES INC.
(Not to Be Used for Signature Guarantees)
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, APRIL 25, 2001, UNLESS THE OFFER IS EXTENDED
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This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to accept the Offer (as defined below) if (i) certificates (the
"Share Certificates") evidencing shares of common stock, par value $0.01 per
share (the "Common Shares"), of Alysis Technologies, Inc., a Delaware
corporation (the "Company"), and/or shares of class B common stock, par value
$0.01 per share, of the Company (the "Class B Shares" and together with the
Common Shares, the "Shares"), are not immediately available, (ii) time will not
permit all required documents to reach the Wilmington Trust Company, as
Depositary (the "Depositary"), prior to the Expiration Date (as defined in
Section 1 of the Offer to Purchase (as defined below)) or (iii) the procedure
for book-entry transfer cannot be completed on a timely basis. This Notice of
Guaranteed Delivery may be delivered by hand or transmitted by telegram,
facsimile transmission or mail to the Depositary. See Section 2 of the Offer to
Purchase. Unless the context indicates otherwise, as used herein, stockholders
shall mean holders of Shares.
THE DEPOSITARY FOR THE OFFER IS:
WILMINGTON TRUST COMPANY
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND/OVERNIGHT COURIER:
Corporate Trust Reorg. Svcs. (302) 651-1079 Wilmington Trust Company
Wilmington Trust Company 1105 North Market Street
P.O. Box 8861 1st Floor
Wilmington, DE 19899-8861 CONFIRM BY TELEPHONE: Wilmington, DE 19801
(302) 651-8869 Attn: Corporate Trust Reorg.
Svcs.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
The Guarantee on the Reverse Side Must Be Completed.
Ladies and Gentlemen:
The undersigned hereby tenders to Maui Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Pitney Bowes
Inc., a Delaware corporation (the "Parent"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 29, 2001 (the "Offer
to Purchase"), and the related Letter of Transmittal (which, as amended from
time to time, together constitute the "Offer"), receipt of each of which is
hereby acknowledged, the number of Shares specified below pursuant to the
guaranteed delivery procedures described in Section 2 of the Offer to Purchase.
Number of Shares: -------------------------- Name(s) of Record Holder(s): ----------------
Certificate Nos. (if available):
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Please Print
Check box if Shares will be tendered by book-
entry transfer (including through DTC's
ATOP): Address(es): --------------------------------
/ / The Depository Trust Company
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Zip Code
Name of Tendering Institution: Company Area Code and Tel. No.: ------------
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Account Number: --------------------------- Area Code and Tel. No.: ---------------------
Dated: ------------------------------, 2001 Signature(s):
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DELIVERY GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a firm that is a commercial bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
the Securities Transfer Agents Medallion Program hereby (a) represents that the
tender of Shares effected hereby complies with Rule 14e-4 of the Securities
Exchange Act of 1934, as amended, and (b) guarantees delivery to the Depositary,
at one of its addresses set forth above, of Share Certificates evidencing the
Shares tendered hereby in proper form for transfer, or confirmation of
book-entry transfer of such Shares into the Depositary's accounts at The
Depository Trust Company (pursuant to the procedures for book-entry transfer,
set forth in Section 2 of the Offer to Purchase), in each case with delivery of
a properly completed and duly executed Letter of Transmittal (or a facsimile
thereof) with any required signature guarantees, or an Agent's Message (as
defined in Section 2 of the Offer to Purchase), and any other documents required
by the Letter of Transmittal, within three Nasdaq National Market trading days
after the date of execution of this Notice of Guaranteed Delivery. The Eligible
Institution that completes this form must communicate the guarantee to the
Depositary and must deliver the Letter of Transmittal and Share Certificates to
the Depositary within the time period shown herein. Failure to do so could
result in financial loss to such Eligible Institution.
Name of Firm: ------------------------------
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Address: ----------------------------------- Authorized Signature
Title: --------------------------------------
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Zip Code Name: -------------------------------------
Please Print
Date: --------------------------------, 2001
Area Code and Tel. No.: --------------------- Address: --------------------------------
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NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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