Exhibit 99.5
NOTICE OF GUARANTEED DELIVERY
This form, or one substantially equivalent to this form, must be used to
exercise Subscription Rights pursuant to the Rights Offering described in the
prospectus, dated , 2001(the "Prospectus"), of Charles & Colvard,
Ltd., a North Carolina corporation ("Charles & Colvard") if a holder of
Subscription Rights cannot deliver the Subscription Certificate(s) evidencing
the Subscription Rights (the "Subscription Certificate(s)") to the Subscription
Agent listed below (the "Subscription Agent") at or prior to 5:00 p.m., Eastern
Standard Time, on , 2001(as it may be extended, the "Expiration
Date"). The Notice of Guaranteed Delivery must be sent by facsimile
transmission or mail to the Subscription Agent, and must be received by the
Subscription Agent on or prior to the Expiration Date. See "The Rights
Offering--Guaranteed Delivery Procedures" in the Prospectus. Payment of the
Subscription Price of $ per share for each share of Common Stock
subscribed for upon exercise of such Subscription Rights must be received by
the Subscription Agent in the manner specified in the Prospectus at or prior to
5:00 p.m., Eastern Standard Time, on the Expiration Date, even if the
Subscription Certificate evidencing such Subscription Rights is being delivered
pursuant to the procedure for guaranteed delivery thereof. The Subscription
Certificate evidencing such Subscription Rights must be received by the
Subscription Agent within three (3) Nasdaq National Market trading days after
the Expiration Date.
The address and facsimile numbers for delivery to the Subscription Agent are
as follows:
By Mail (Registered Mail is
recommended): By Facsimile Transmission: By Hand or Overnight Delivery:
First Union National Bank
Attention: ( ) -
1525 West W.T. Harris
Boulevard, 3C3 To confirm receipt of facsimile only:
Charlotte, North Carolina
28262-1153 ( ) -
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby represents that he or she is the holder of
Subscription Certificate(s) representing Subscription Rights issued by Charles
& Colvard, Ltd. and that such Subscription Certificate(s) cannot be delivered
to the Subscription Agent at or before 5:00 p.m., Eastern Standard Time, on the
Expiration Date. Upon the terms and subject to the conditions set forth in the
Prospectus, receipt of which is hereby acknowledged, the undersigned hereby
elects to exercise the Subscription Privilege to subscribe for one share of
Common Stock per Subscription Right with respect to each of the number of
Subscription Rights represented by such Subscription Certificate and shares set
forth below pursuant to the Over-Subscription Privilege described in the
Prospectus:
No. of Subscription Rights exercised pursuant to Basic
Subscription Privilege (shares subscribed for):
plus
No. of Shares subscribed for pursuant to
Over-Subscription Privilege:
TOTAL:
x $
TOTAL PAYMENT DUE: $
The undersigned understands that payment of the Subscription Price of $
per share for each share of Common Stock subscribed pursuant to the Basic
Subscription Privilege and the Over-Subscription Privilege must be received by
the Subscription Agent at or before 5:00 p.m., Eastern Standard Time, on the
Expiration Date and represents that such payment, in the aggregate amount set
forth above, either (check appropriate box):
[_] is being delivered to the Subscription Agent herewith; or
[_] has been delivered separately to the Subscription Agent; and is or
was delivered in the manner set forth below (check appropriate box and
complete information relating thereto):
[_] uncertified check (NOTE: Payment by uncertified check will not be
deemed to have been received by the Subscription Agent until such check has
cleared. Holders paying by such means are urged to make payment
sufficiently in advance of the Expiration Date to ensure that such payment
clears by such date).
[_] certified check
[_] bank draft (cashier's check)
[_] postal, telegraphic or express money order
[_] wire transfer of immediately available funds
If by certified check, bank draft or express money order, please provide the
following information:
Name of maker: ______________________________________________________
Date of check, draft or money order: ________________________________
Bank on which check is drawn or issuer of money order: ______________
Signature(s): ______________________________________________
Name(s): ___________________________________________________
_____________________________________________________
_____________________________________________________
(Please type or print)
Area Code and Tel. No(s): __________________________________
Rights Certificate No(s) (if available): ___________________
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SUBSCRIPTION CERTIFICATE SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or member of the National Association of Securities Dealers, Inc., commercial
bank or trust company having an office or correspondent in the United States,
or another "Eligible Guarantor Institution" as defined in Rule 17A-15 under the
Securities Exchange Act of 1934, as amended, hereby guarantees that within
three Nasdaq National Market trading days after the date hereof, the
undersigned will deliver to the Subscription Agent the Subscription
Certificates representing the Rights being exercised hereby, with any required
signature guarantees and any other required documents.
Name of Firm: ______________________________________________
Address: ___________________________________________________
Zip Code: __________________________________________________
Area Code and Telephone Number: ____________________________
Authorized Signature: ______________________________________
Title: _____________________________________________________
Name: ______________________________________________________
(Please Type or Print)
The institution which completes this form must communicate the guarantee to
the Subscription Agent and must deliver the Subscription Certificates to the
Subscription Agent within the time period shown herein. Failure to do so could
result in a financial loss to such institution.
DO NOT SEND SUBSCRIPTION CERTIFICATES WITH THIS FORM