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EXHIBIT 99.2
FORM OF INSTRUCTIONS FOR USE OF
SUBSCRIPTION CERTIFICATES
The following instructions relate to a rights offering (the "Rights
Offering") by Gunther International, Ltd., a Delaware corporation (the
"Company"), to the holders of its common stock, par value $.001 per share
("Common Stock"), as described in the Company's prospectus dated August __, 2001
(the "Prospectus"). Holders of record of Common Stock at the close of business
on August __, 2001 (the "Record Date") will receive 3.728 non-transferable
subscription rights (the "Subscription Rights") for each one share of Common
Stock held by them as of the close of business on the Record Date, rounded up to
the nearest whole number. An aggregate of 16,000,000 Subscription Rights will be
exercisable to purchase an aggregate of 16,000,000 shares of the Company's
Common Stock (the "Basic Subscription Privilege") are being distributed in
connection with the Rights Offering. Each whole Subscription Right will permit
the holder thereof to purchase one share of Common Stock for a purchase price of
$.50 (the "Subscription Price"). In addition, subject to the allocation
described below, each Subscription Right also carries the right to subscribe at
the Subscription Price for additional shares of Common Stock (the
"Over-Subscription Privilege") to the extent available, and subject to
proration. See "The Rights Offering" in the Prospectus.
No fractional Subscription Rights or cash in lieu thereof will be issued
or paid. The number of Subscription Rights issued to each stockholder will be
rounded up to the nearest full Subscription Right.
The Subscription Rights will expire at 5:00 p.m., New York City Time, on
September __, 2001 (as it may be extended, the "Expiration Date").
The number of Subscription Rights to which you are entitled is printed on
the face of your Subscription Certificate. You should indicate your wishes with
regard to the exercise of your Subscription Rights by completing the appropriate
section on the back of your Subscription Certificate and returning the
Subscription Certificate to the Subscription Agent in the envelope provided.
Your subscription certificate must be received by the Subscription Agent,
or guaranteed delivery requirements with respect to your Subscription
Certificates must be complied with, on or before the Expiration Date. Payment of
the Subscription Price for all Subscription Rights exercised, including
over-subscription shares, including final clearance of any checks, must be
received by the Subscription Agent on or before the Expiration Date. Once a
holder of Subscription Rights has exercised the Basic Subscription Privilege and
the Over-Subscription Privilege, if applicable, such exercise may not be
revoked.
1. Subscription Privileges. To exercise Subscription Rights, complete your
Subscription Certificate and send your properly completed and executed
Subscription Certificate, together with payment in full of the Subscription
Price for each share of Common Stock subscribed for pursuant to the Basic
Subscription Privilege and the Over-Subscription Privilege, to the Subscription
Agent. Delivery of the Subscription Certificate must be made by
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mail or by overnight delivery. Facsimile delivery of the Subscription
Certificate will not constitute valid delivery. All payments must be made in
United States dollars by (i) check or bank draft drawn upon a U.S. bank or
postal, telegraphic or express money order payable to American Stock Transfer &
Trust Company, as Subscription Agent for the Company; (ii) wire transfer of
immediately available funds to American Stock Transfer & Trust Company, as
Subscription Agent for the Company; or (iii) in the case or persons acquiring
shares at an aggregate Subscription Price of $1,000,000 or more, an alternative
payment method arranged with the Subscription Agent and approved by the Company.
YOU SHOULD EXERCISE YOUR BASIC SUBSCRIPTION RIGHTS IN FULL IF YOU WISH TO
MAXIMIZE THE LIKELIHOOD THAT YOU WILL RECEIVE THE TOTAL NUMBER OF SHARES YOU
SEEK TO PURCHASE IN THE OFFERING.
2. Acceptance of Payments. Payments will be deemed to have been received
by the Subscription Agent only upon the (a) clearance of any uncertified check,
or (b) receipt by the Subscription Agent of any certified check or bank draft
drawn upon a United States bank or postal, telegraphic or express money order,
or funds transferred through a wire transfer. If paying by uncertified personal
check, please note that the funds paid thereby may take at least five business
days to clear. Accordingly, holders of Subscription Rights who wish to pay the
Subscription Price by means of uncertified personal check are urged to make
payment sufficiently in advance of the Expiration Date to ensure that such
payment is received and clears by such date. You are urged to consider payment
by means of certified or cashier's check, money order, or wire transfer.
3. Procedures for Guaranteed Delivery. You may cause a member firm of a
registered national securities exchange or a member of the National Association
of Securities Dealers, Inc. or a commercial bank or trust company having an
office or correspondent in the United States, to deliver to the Subscription
Agent a written guarantee substantially in the form available from the
Subscription Agent (the "Notice of Guaranteed Delivery") on or prior to the
Expiration Date. The Notice of Guaranteed Delivery must guaranty delivery of
your properly completed and executed Subscription Certificate within three (3)
trading days on the Over-The-Counter Bulletin Board ("OTC") following date of
the Notice of Guaranteed Delivery. If this procedure is followed, your
Subscription Certificates must be received by the Subscription Agent within
three (3) OTC trading days of the date of the Notice of Guaranteed Delivery.
Additional copies of the Notice of Guaranteed Delivery may be obtained upon
request from the Subscription Agent at the address, or by calling the telephone
number, indicated below. If the number of shares remaining after the exercise of
all Basic Subscription Privileges is not sufficient to satisfy all
Over-Subscription Privileges, holders will be allocated shares pro rata (subject
to elimination of fractional shares), based on the ratio that the number of
available shares bears to the total number of shares which all stockholders who
exercise Over-Subscription Privileges seek to purchase on the basis specified
in the Prospectus.
4. Contacting the Subscription Agent. The addresses of the Subscription
Agent are as follows:
If by First Class Mail, Registered Mail: If by Overnight Delivery:
American Stock Transfer & Trust Company American Stock Transfer & Trust Company
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5. Partial Exercises; Effect of Over and Underpayments. If you exercise
less than all of the Subscription Rights evidenced by your Subscription
Certificate, the Subscription Agent will, upon your request, issue to you a new
Subscription Certificate evidencing the unexercised Subscription Rights.
However, if you choose to have a new Subscription Certificate sent to you, you
may not receive any such new Subscription Certificate in sufficient time to
permit exercise of the remaining Subscription Rights evidenced thereby. If you
have not indicated the number of Subscription Rights being exercised, or if the
dollar amount you have forwarded is not sufficient to purchase (or exceeds the
amount necessary to purchase) the number of shares subscribed for, you will be
deemed to have exercised the Basic Subscription Privilege and Over-Subscription
Privilege, if applicable, with respect to the maximum number of whole
Subscription Rights which may be exercised for the Subscription Price payment
delivered by you. To the extent that the Subscription Price payment delivered by
you exceeds the product of the Subscription Price multiplied by the number of
Subscription Rights evidenced by the Subscription Certificates delivered by you
(such excess being the "Subscription Excess"), you will be deemed to have
exercised your Over-Subscription Privilege to purchase, to the extent available,
that number of whole shares of Common Stock equal to the quotient obtained by
dividing the Subscription Excess by the Subscription Price, subject to
proration.
6. Delivery of Stock Certificates, Etc. The following deliveries and
payments to you will be made to the address shown on the face of your
Subscription Certificate unless you provide instructions to the contrary on the
back of your Subscription Certificate.
(a) Basic Subscription Privilege. As soon as practicable after the valid
exercise of Subscription Rights and the Expiration Date, the Subscription Agent
will mail to each exercising Subscription Rights holder certificates
representing shares of Common Stock purchased pursuant to the Basic Subscription
Privilege.
(b) Over-Subscription Privilege. As soon as practicable after the
Expiration Date and after all prorations and adjustments contemplated by the
terms of the Rights Offering have been effected and taking into account any
delays or extensions in closing the over-subscription purchases, the
Subscription Agent will mail to each Subscription Rights holder who validly
exercises the Over-Subscription Privilege the number of shares allocated to such
Subscription Rights holder pursuant to the Over-Subscription Privilege. See "The
Rights Offering - Over-Subscription Privilege" in the Prospectus for an
explanation of how over-subscription purchases will be allocated.
(c) Excess Payments. As soon as practicable after the Expiration Date and
after all prorations and adjustments contemplated by the terms of the Rights
Offering have been effected, the Subscription Agent will mail to each
Subscription Rights holder who exercises the Over-Subscription Privilege any
excess funds received (without interest or deduction) in payment of the
Subscription Price for shares that are subscribed for but not allocated to such
Subscription Rights holder pursuant to the Over-Subscription Privilege.
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7. Execution.
(a) Execution By Registered Holder. The signature on the Subscription
Certificate must correspond with the name of the registered holder exactly as it
appears on the face of the Subscription Certificate without any alteration or
change whatsoever. Persons who sign the Subscription Certificate in a
representative or other fiduciary capacity must indicate their capacity when
signing and, unless waived by the Subscription Agent in its sole and absolute
discretion, must present to the Subscription Agent satisfactory evidence of
their authority so to act.
(b) Execution by Person Other Than Registered Holder. If the Subscription
Certificate is executed by a person other than the holder named on the face of
the Subscription Certificate, proper evidence of authority of the person
executing the Subscription Certificate must accompany the same unless the
Subscription Agent, in its discretion, dispenses with proof of authority.
(c) Signature Guarantees. Your signature must be guaranteed by an Eligible
Guarantor Institution if you wish your shares of Common Stock to be issued in a
name other than that in which the Subscription Certificate was issued, or if you
request that the shares be delivered to an address other than the address shown
on the Subscription Certificate.
8. Method of Delivery. The method of delivery of Subscription Certificates
and payment of the Subscription Price to the Subscription Agent will be at the
election and risk of the Subscription Rights holder. If sent by mail, it is
recommended that they be sent by registered mail, properly insured, with return
receipt requested, and that a sufficient number of days be allowed to ensure
delivery to the Subscription Agent prior to the Expiration Date.
9. Special Provisions Relating to the Delivery of Subscription Rights
Through Depository Facility Participants. In the case of holders of Subscription
Rights that are held of record through The Depository Trust Company ("DTC"),
exercises of the Basic Subscription Privilege and the Over-Subscription
Privilege may be effected by instructing DTC to transfer Subscription Rights
(such Subscription Rights, "Depository Rights") from the DTC account of such
holder to the DTC account of the Subscription Agent, together with payment of
the Subscription Price for each share of Common Stock subscribed for pursuant to
the Basic Subscription Privilege and the Over-Subscription Privilege.
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