Exhibit 99.1
FORM OF SUBSCRIPTION CERTIFICATE
Certificate No.: Certificate for Rights
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S
PROSPECTUS DATED, , 2001 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY
REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM FIRST UNION
NATIONAL BANK AS THE SUBSCRIPTION AGENT.
CHARLES & COLVARD, LTD.
Incorporated under the laws of North Carolina
SUBSCRIPTION CERTIFICATE
Evidencing Non-Transferable Subscription Rights to Purchase
Number of Shares of the Common Stock of Charles & Colvard, Ltd.
Subscription Price: $ per share
VOID IF NOT EXERCISED BEFORE THE EXPIRATION DATE
(AS DEFINED IN THE PROSPECTUS)
REGISTERED OWNER:
THIS CERTIFIES THAT the registered owner whose name is inscribed herein is the
owner of the number of Subscription Rights set forth above, each of which
entitles the owner to subscribe for and purchase of the Common Stock, no
par value per share (the "Common Stock"), of Charles & Colvard, Ltd., a
North Carolina corporation (the "Company"), on the terms and subject to the
conditions set forth in the Company's Prospectus and instructions relating
thereto on the reverse side hereof. The non-transferable Subscription Rights
represented by this Subscription Certificate may be exercised by duly
completing Section 1 on the reverse side hereof. Special delivery restrictions
may be specified by completing Section 2 on the reverse side hereof.
THE SUBSCRIPTION RIGHTS EVIDENCED BY THIS SUBSCRIPTION CERTIFICATE ARE NOT
TRANSFERABLE. SUCH SUBSCRIPTION RIGHTS MAY NOT BE EXERCISED UNLESS THE REVERSE
SIDE HEREOF IS COMPLETED AND SIGNED.
Dated:
_________________________ _________________________
Robert S. Thomas Mark W. Hahn
Chief Executive Officer Secretary
SECTION 1--EXERCISE AND SUBSCRIPTION
The undersigned irrevocably exercises Subscription Rights to subscribe for
shares of the Company's Common Stock, as indicated below, on the terms and
subject to the conditions specified in the Company's Prospectus relating to the
offering of such Subscription Rights, receipt of which is hereby acknowledged.
(a) Number of shares of the Company's Common Stock subscribed for pursuant
to the Basic Subscription Privilege:
(b) Number of shares of the Company's Common Stock subscribed for pursuant
to the Over-Subscription Privilege:
YOU MAY NOT EXERCISE THE OVER-SUBSCRIPTION PRIVILEGE UNLESS YOUR BASIC
SUBSCRIPTION PRIVILEGE HAS BEEN EXERCISED IN FULL.
(c) Total Subscription Price (total number of shares subscribed for pursuant
to both the Basic Subscription Privilege and the Over-Subscription Privilege
multiplied by the Subscription Price of $ per share): .
METHOD OF PAYMENT (CHECK ONE)
[_] Uncertified personal check, payable to First Union National Bank, as
Subscription Agent. PLEASE NOTE THAT FUNDS PAID BY UNCERTIFIED PERSONAL CHECK
MAY TAKE AT LEAST TEN BUSINESS DAYS TO CLEAR. ACCORDINGLY, SUBSCRIPTION RIGHTS
HOLDERS WHO WISH TO PAY THE PURCHASE PRICE BY MEANS OF AN 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 THE EXPIRATION DATE, AND
ARE URGED TO CONSIDER PAYMENT BY MEANS OF A CERTIFIED OR BANK CHECK, MONEY
ORDER OR WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS.
[_] Certified check or bank check drawn on a U.S. bank or money order, payable
to First Union National Bank, as Subscription Agent.
[_] Wire transfer directed to the account maintained by First Union National
Bank at , Account No. .
If the amount enclosed or transmitted is not sufficient to pay the purchase
price for all share(s) of Common Stock that are stated to be subscribed for, or
if the number of share(s) of Common Stock being subscribed for is not
specified, the number of share(s) of Common Stock subscribed for will be
assumed to be the maximum number that could be subscribed for upon payment of
such amount. If the amount enclosed or transmitted exceeds the purchase price
for all share(s) of Common Stock that the undersigned has the right to
subscribe for (such excess amount, the "Subscription Excess"), the Subscription
Agent shall return the Subscription Excess to the subscriber without interest
or deduction.
SECTION 2--SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS
FOR SUBSCRIPTION RIGHTS HOLDERS:
(a) To be completed ONLY if the certificate representing the Common Stock is to
be issued in a name other than that of the registered holder. See the
Instructions. DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE (S) SECTION
BELOW.
Name: _____________________________
Soc. Sec. #/Tax ID #: _____________
Address: _______________________________________________________________
(b) To be completed ONLY if the certificate representing the Common Stock is to
be sent to an address other than that show above. (See the Instructions.) DO
NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE (S) SECTION BELOW.
Name: _____________________________ Soc. Sec. #/Tax ID #: _____________
Address: _______________________________________________________________
ACKNOWLEDGMENT--THE SUBSCRIPTION ORDER FORM IS NOT VALID
UNLESS YOU SIGN BELOW
I/We acknowledge receipt of the Prospectus and understand that after delivery
of this Subscription Certificate to the Company's Subscription Agent, I/we may
not modify or revoke this Subscription Certificate. Under penalties of perjury,
I/we certify that the information contained herein, including the social
security number or taxpayer identification number given above, is correct. If
the Special Issuance or Delivery Instructions for Subscription Rights Holders
are completed, I/we certify that although the certificate representing the
Common Stock is to be issued in a name other than the registered holder,
beneficial ownership of the Common Stock will not change.
The signature below must correspond with the name of the registered holder
exactly as it appears on the books of the Company's transfer agent without any
alteration or change whatsoever.
Signature(s) of Registered Holder: _______________ Date: ___________________
If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following
information (please print). See the Instructions.
Name: _______________ Capacity: ___________ Soc. Sec. #/Tax ID #: _____
Address: _________________________________ Phone: ____________________
GUARANTEE OF SIGNATURE (S)
All Subscription Rights Holders who specify special issuance or delivery
instructions must have their signatures guaranteed by an Eligible Institution,
as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
See the Instructions.
Authorized Signature: Name of Firm: _________________________
Name: _________________ Title: ______________ Soc. Sec. #/Tax ID #: _____
Address: _________________________________ Phone: ______________
YOU MUST HAVE YOUR SIGNATURE GUARANTEED IF YOU WISH TO HAVE YOUR SHARES
DELIVERED TO AN ADDRESS OTHER THAN YOUR OWN OR TO A STOCKHOLDER OTHER THAN THE
REGISTERED HOLDER.
Signature Guaranteed:
By: _____________________________________
Name of Bank or Firm: _______________