EXHIBIT 99.3
NOTICE OF GUARANTEED DELIVERY
FOR
RIGHTS CERTIFICATES
ISSUED BY COSI, INC.
This form, or one substantially equivalent hereto, must be used to exercise
subscription rights ("Rights") pursuant to the rights offering described in the
Prospectus dated November , 2003 (the "Prospectus") of Cosi, Inc., a Delaware
corporation (the "Company"), if a holder of Rights cannot deliver the Rights
Certificate(s) evidencing the Rights to American Stock Transfer & Trust
Corporation, the subscription agent for the rights offering, prior to 5:00 p.m.,
Eastern Standard Time, on December 19, 2003, unless such expiration date is
extended in the sole discretion of the Company (as it may be extended, the
"Expiration Date"). Such form must be delivered by hand or sent by facsimile
transmission or mail to American Stock Transfer & Trust Corporation, and must be
received by American Stock Transfer & Trust Corporation on or prior to the
Expiration Date. For additional information, see the discussion set forth under
"The Rights Offering" in the Prospectus.
Regardless of the manner of delivery of the Rights Certificate(s), payment
of the subscription price for the number of shares of the Company's common
stock, par value $0.01 per share (the "Common Stock"), subscribed for upon
exercise of the Rights must be received by American Stock Transfer & Trust
Corporation in the manner specified in the Prospectus prior to 5:00 p.m.,
Eastern Standard Time, on the Expiration Date.
The address of the subscription agent is:
American Stock Transfer & Trust Corporation
59 Maiden Lane
Plaza Level
New York, NY 10038
Facsimile: (718) 921-8331
To confirm receipt, call:
(718) 921-8200
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION VIA 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 a Rights
Certificate(s) representing rights to purchase an aggregate value of shares of
common stock equal to $ , and that such Rights Certificate(s) cannot be
delivered to American Stock Transfer & Trust Corporation 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 and review of which hereby are
acknowledged, the undersigned hereby elects to exercise (i) the basic
subscription privilege described in the Prospectus to subscribe for an aggregate
of $ worth of shares of Common Stock and (ii) the over-subscription
privilege described in the Prospectus to subscribe for an aggregate of
$ worth of shares of Common Stock, subject to limitation, availability
and proration of shares upon the terms and conditions described in the
Prospectus. The undersigned understands that payment of the subscription price
pursuant to the basic subscription privilege and the over-subscription privilege
must be received by American Stock Transfer & Trust Corporation before 5:00
p.m., Eastern Standard Time, on the Expiration Date. The undersigned represents
that such payment, in the aggregate amount of $ , either (check
appropriate box):
[ ] is being delivered to American Stock Transfer & Trust Corporation herewith,
OR
[ ] has been delivered separately to American Stock Transfer & Trust
Corporation;
and is being delivered or was delivered in the manner set forth below (check
appropriate box and complete information relating thereto):
[ ] wire transfer of funds
-- name of transferor institution
- -----------------------------------------------------------------------------
-- date of transfer
- --------------------------------------------------------------------------------
-- confirmation number (if available)
- ------------------------------------------------------------------------
[ ] personal check drawn on a U.S. bank. (Payment by personal check will not be
deemed to have been received by American Stock Transfer & Trust Corporation
until such check has cleared. A shareholder paying by such means is urged to
make payment sufficiently in advance of the Expiration Date to ensure that
such payment clears by such date.)
[ ] certified or cashier's check drawn on a U.S. bank
[ ] U.S. postal or express money order
-- name of maker
- --------------------------------------------------------------------------------
-- date of check, draft, or money order number
- -------------------------------------------------------------
-- bank on which check is drawn or issuer of money order
- -------------------------------------------------
Signature(s)
- --------------------------------------------------------------------------------
Name(s)
- --------------------------------------------------------------------------------
Address(es)
- --------------------------------------------------------------------------------
Area Code and Tel. No(s).
- --------------------------------------------------------------------------------
Rights Certificate No(s). (if available)
- --------------------------------------------------------------------------
2
GUARANTY OF DELIVERY
(NOT TO BE USED FOR RIGHTS 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
other eligible guarantor institution which is a member of or a participant in a
signature guarantee program acceptable to American Stock Transfer & Trust
Corporation, guarantees that the undersigned will deliver to American Stock
Transfer & Trust Corporation the Rights Certificate(s) representing the Rights
being exercised hereby, with any required signature guarantees and any other
required documents, all within three Nasdaq National Market trading days after
the date hereof.
Dated: ________, 2003
- --------------------------------------------------------------------------------
(NAME OF FIRM)
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE AND TITLE)
- --------------------------------------------------------------------------------
(ADDRESS)
- --------------------------------------------------------------------------------
(AREA CODE AND TELEPHONE NUMBER)
The institution which completes this form must deliver the Rights
Certificate(s) to American Stock Transfer & Trust Corporation within the time
period shown herein. Failure to do so could result in a financial loss to such
institution.
3