LETTER OF TRANSMITTAL
to Tender Shares of Common Stock
of
Telesoft Corp.
Pursuant to the Offer to Purchase for Cash Dated February 4, 2000
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, MARCH 6, 2000, UNLESS THE OFFER IS EXTENDED.
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The Depositary for the Offer is:
Corporate Stock Transfer, Inc.
By Facsimile Transmission Number:
(For Eligible Institutions Only)
303-282-5800
Confirm Receipt of
Facsimile by Telephone:
303-282-4800
By Hand/Overnight Delivery or
Registered or Certified Mail:
Corporate Stock Transfer, Inc.
3200 Cherry Creek Drive South
Suite 430
Denver, Colorado 80209
For Information Telephone:
303-282-4800
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Delivery of this Letter of Transmittal and all other documents to an
address or transmission of instructions to a facsimile number other than as set
forth above does not constitute a valid delivery.
Please read the entire Letter of Transmittal, including the accompanying
instructions, carefully before checking any box below.
This Letter of Transmittal is to be used only if certificates are to be
forwarded herewith or if delivery of shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
(the "Book-Entry Transfer Facility" or "DTC") pursuant to the procedures set
forth in Section 3 of the Offer to Purchase (as defined below). This Letter of
Transmittal may not be used for tendering shares attributable to individual
accounts under the Telesoft Corp. Profit Sharing Plan. See Instruction 15. This
Letter of Transmittal may not be used for directing the exercise of options (as
defined below) through the Telesoft 1995 Incentive Stock Option Plan, the
Telesoft 1996 Incentive Stock Option Plan or the Telesoft 1997 Performance
Equity Plan. See Instruction 16.
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DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
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Name(s) and Address(es) of Registered Holder(s)
Please Fill in, if Blank, Exactly as Shares Tendered
Name(s) Appear(s) on Certificate(s) (Attach Signed Additional List if Necessary)
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Total Number
of Shares Number
Certificate Represented by of Shares
Number(s) (1) Certificate(s) (1) Tendered (2)
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Total
Shares
Tendered
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Indicate in this box the order (by certificate number) in which your shares are to be purchased in the event of proration. (3)
(Attach additional signed list if necessary.) See Instruction 16.
1st: 2nd: 3rd: 4th:
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(1) Need not be completed if you are tendering your shares by book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all shares represented by each share certificate delivered to the
Depositary are being tendered hereby. See Instruction 4.
(3) If you do not designate an order, then in the event less than all shares tendered are purchased due to proration, shares
will be selected for purchase by the Depositary. See Instruction 18.
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NOTE: SIGNATURE MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
If you desire to tender shares pursuant to the offer (as defined below)
and you cannot deliver your share certificates (or you are unable to comply with
the procedures for book-entry transfer on a timely basis) and all other
documents required by the Letter of Transmittal to the Depositary at or before
the Expiration Date (as defined in the Offer to Purchase), you may tender your
shares according to the guaranteed delivery procedures set forth in Section 3 of
the Offer to Purchase. See Instruction 2. Delivery of documents to the Book-
Entry Transfer Facility does not constitute delivery to the Depositary.
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THIS BOX IS FOR USE BY ELIGIBLE INSTITUTIONS ONLY
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution:
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(Please Print)
DTC Account No.:
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Transaction Code No.:
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[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):
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(Please Print)
Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution that Guaranteed Delivery:
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DTC Account No.:
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Transaction Code No.:
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2
Ladies and Gentlemen:
You hereby tender to Telesoft Corp., an Arizona corporation, the shares of
Telesoft common stock described on page 1 of this Letter of Transmittal at the
price per share indicated in this Letter of Transmittal, net to you in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated February 4, 2000, receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, as amended from time to time, together constitute
the "offer").
Subject to, and effective upon, acceptance for payment of and payment for
the shares tendered herewith in accordance with the terms and subject to the
conditions of the offer (including, if the offer is extended or amended, the
terms and conditions of any such extension or amendment), you hereby sell,
assign and transfer to, or upon the order of, Telesoft all right, title and
interest in and to all the shares that you are tendering hereby (and any and all
other shares or other securities issued or issuable in respect thereof
(collectively, "Distributions")), or order the registration of such shares
tendered by book-entry transfer that are purchased pursuant to the offer to or
upon the order of Telesoft and hereby irrevocably constitute and appoint the
Depositary as your true and lawful agent and attorney-in-fact with respect to
such shares and Distributions, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to:
(1) deliver your certificates for such shares and Distributions, or
transfer ownership of such shares and Distributions on the account
books maintained by the Book-Entry Transfer Facility, together, in any
such case, with all accompanying evidences of transfer and
authenticity, to or upon the order of Telesoft upon receipt by the
Depositary, as your agent, of the Purchase Price (as defined below)
with respect to such shares;
(2) present certificates for such shares for cancellation and transfer on
the books of Telesoft; and
(3) receive all benefits and otherwise exercise all rights of beneficial
ownership of such shares, all in accordance with the terms of the
offer.
You hereby represent and warrant to Telesoft that you have full power and
authority to tender, sell, assign and transfer the shares you are tendering
hereby and all Distributions and that, when and to the extent the same are
accepted for payment by Telesoft, Telesoft will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the
sale or transfer thereof, and the same will not be subject to any adverse
claims. You will, upon request, execute and deliver any additional documents
deemed by the Depositary or Telesoft to be necessary or desirable to complete
the sale, assignment and transfer of the shares you are tendering hereby and any
Distributions.
You represent and warrant to Telesoft that you have read and agree to all
of the terms of the offer. All authority herein conferred or agreed to be
conferred shall not be affected by, and shall survive, your death or incapacity,
and any of your obligations hereunder shall be binding upon your heirs, personal
representatives, successors and assigns. Except as stated in the offer, this
tender is irrevocable.
You understand that tenders of shares pursuant to any one of the procedures
described in Section 3 of the Offer to Purchase and in the Instructions will
constitute your acceptance of the terms and conditions of the offer, including
your representation and warranty to Telesoft that (1) you have a net long
position in the shares or equivalent securities you are tendering within the
meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934 and
(2) your tender of such shares complies with Rule 14e-4. Telesoft's acceptance
for payment of shares you tender pursuant to the offer will constitute a binding
agreement between you and Telesoft upon the terms and subject to the conditions
of the offer.
You understand that Telesoft will determine a single per share price (not
greater than $7.50 nor less than $7.00 per share), net to the seller in cash,
that it will pay for shares validly tendered and not withdrawn pursuant to the
offer (the "Purchase Price"), taking into account the number of shares so
tendered and the prices specified by
3
tendering stockholders. You understand that Telesoft will select the lowest
Purchase Price that will allow it to purchase 2,300,000 shares (or such lesser
number of shares as are validly tendered at prices not greater than $7.50 nor
less than $7.00 per share) validly tendered and not withdrawn pursuant to the
offer.
You understand that all shares validly tendered at prices at or below the
Purchase Price and not withdrawn will be purchased at the Purchase Price, net to
the seller in cash, upon the terms and subject to the conditions of the offer,
including the proration and conditional tender provisions, and that Telesoft
will return all other shares, including shares tendered at prices greater than
the Purchase Price and not withdrawn and shares not purchased because of
proration or conditional tender.
You recognize that, under certain circumstances set forth in the Offer to
Purchase, Telesoft may terminate or amend the offer or may postpone the
acceptance for payment of, or the payment for, shares tendered or may not be
required to purchase any of the shares you are tendering hereby or may accept
for payment fewer than all of the shares you are tendering hereby.
Unless otherwise indicated under "Special Payment Instructions," the check
for the Purchase Price of any shares purchased will be issued in your name(s) or
any shares not tendered or not purchased will be returned to you. Similarly,
unless otherwise indicated under "Special Delivery Instructions," the check for
the Purchase Price of any shares purchased or any certificates for shares not
tendered or not purchased (and accompanying documents, as appropriate) will be
mailed to you at the address shown below your signature(s) on page 8 of this
Letter of Transmittal. In the event that both "Special Payment Instructions"
and "Special Delivery Instructions" are completed, the check for the Purchase
Price of any shares purchased or any shares not tendered or not purchased will
be issued in the name(s) of, and mailed to, the person(s) you indicate. You
recognize that Telesoft has no obligation, pursuant to the "Special Payment
Instructions," to transfer any shares from the name of the registered holder(s)
thereof if Telesoft does not accept for payment any of the shares so tendered.
4
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ODD LOTS
(See Instruction 9)
This section is to be completed ONLY if shares are being tendered by or on
behalf of a person who owns beneficially an aggregate of fewer than 100 shares
(excluding shares attributable to individual accounts under the Telesoft Corp.
Profit Sharing Plan).
You either (check one box):
[_] own beneficially an aggregate of fewer than 100 shares (excluding shares
allocated to accounts in the Telesoft Corp. Profit Sharing Plan), all of
which are being tendered; or
[_] are a broker, dealer, commercial bank, trust company or other nominee that
(1) is tendering, for the beneficial owners thereof, shares with respect to
which you are the record owner and (2) believes, based upon representations
made to you by each such beneficial owner, that such beneficial owner owns
beneficially an aggregate of fewer than 100 shares (excluding shares
attributable to individual accounts under the Telesoft Corp. Profit Sharing
Plan) and is tendering all of such shares.
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED
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CONDITIONAL TENDERS
(See Instruction 10)
You may condition the tender of your shares upon the purchase by Telesoft
of a specified minimum number of the shares you are tendering hereby, all as
described in the Offer to Purchase, particularly in Section 6 thereof. Except as
set forth in Section 6 of the Offer to Purchase, unless at least such minimum
number of shares is purchased by Telesoft pursuant to the terms of the offer,
none of the shares you are tendering hereby will be purchased. It is the
tendering stockholder's responsibility to calculate and appropriately indicate
such minimum number of shares, and each stockholder is urged to consult a tax
advisor. Unless this box has been completed and a minimum number specified, the
tender will be deemed unconditional.
Minimum number of shares
that must be purchased,
if any are purchased: shares
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5
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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 4, 6, 7 and 8)
To be completed ONLY if certificates for shares not tendered or not
purchased or any check for the aggregate Purchase Price of shares purchased are
to be issued in the name of and sent to someone other than the undersigned.
Issue:
[_] Check to:
[_] Certificates to:
Name(s)
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(Please Print)
Address
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(Zip Code)
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(Taxpayer Identification or Social Security Number)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 6 and 8)
To be completed ONLY if certificates for shares not tendered or not
purchased or any check for the aggregate Purchase Price of shares purchased,
issued in the name of the undersigned, are to be mailed to someone other than
the undersigned or to the undersigned at an address other than that shown on
page 1 of this Letter of Transmittal.
Mail:
[_] Check to:
[_] Certificates to:
Name(s)
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(Please Print)
Address
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(Zip Code)
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6
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PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5)
IF YOU ARE TENDERING SHARES AT MORE THAN ONE PRICE,
YOU MUST USE A SEPARATE INSTRUCTION FORM FOR EACH PRICE SPECIFIED.
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CHECK ONLY ONE BOX.
IF YOU CHECK MORE THAN ONE BOX OR IF YOU DO NOT CHECK A BOX,
YOU HAVE NOT VALIDLY TENDERED YOUR SHARES.
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SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[_] You want to maximize the chance of having Telesoft Corp. purchase all the
shares you are tendering (subject to the possibility of proration).
Accordingly, by checking this box INSTEAD OF ONE OF THE PRICE BOXES BELOW,
you hereby tender shares and are willing to accept the Purchase Price
resulting from the Dutch auction tender process. This action could result
in your receiving a price per share as low as $7.00.
OR
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, you hereby tender
your shares at the price checked. This action could result in none of your
shares being purchased if the Purchase Price for your shares is less than the
price checked. If you desire to tender shares at more than one price, you must
complete a separate Instruction Form for each price at which you are tendering
shares. You cannot tender the same shares at more than one price.
Price (in Dollars) per Share at Which You Are Tendering Your Shares:
[_] $7.00 [_] $7.20 [_] $7.35
[_] $7.05 [_] $7.25 [_] $7.40
[_] $7.10 [_] $7.30 [_] $7.45
[_] $7.15 [_] $7.50
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7
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PLEASE SIGN HERE
(To be Completed by All Stockholders)
(Please Also Complete and Return the Attached Substitute Form W-9)
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificate(s) and documents transmitted with the
Letter of Transmittal. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or another person acting in
a fiduciary capacity, please set forth full title and see Instruction 6.)
Signature(s) of Owner(s):
________________________________________________________________________________
________________________________________________________________________________
Dated:___________________, 2000
Name(s): _______________________________________________________________________
(Please Print)
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code(s) and Telephone Number(s): __________________________________________
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 6)
Name of Firm: __________________________________________________________________
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
(Please Print)
Title: _________________________________________________________________________
Address: _______________________________________________________________________
(Include Zip Code)
Area Code(s) and Telephone Number(s): __________________________________________
Dated: ___________________,2000
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8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most commercial banks, savings and loan associations and
brokerage houses) that is a member of a recognized signature guarantee medallion
program within the meaning of Rule 17Ad-15 under the Securities Exchange Act (an
"Eligible Institution"), unless (a) this Letter of Transmittal is signed by the
registered holder(s) of the shares (which term, for purposes of this document,
shall include any participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of shares) tendered herewith
and such holder(s) have not completed the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on this Letter
of Transmittal, or (b) such shares are tendered for the account of an Eligible
Institution. See Instruction 6.
2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used either if you are
forwarding share certificates herewith or if you are delivering shares by book-
entry transfer pursuant to the procedures set forth in Section 3 of the Offer to
Purchase. The Depositary must receive (a) a properly completed and duly
executed Letter of Transmittal or a facsimile thereof in accordance with the
instructions of the Letter of Transmittal, including any required signature
guarantees, shares certificates to be tendered, and any other documents required
by the Letter of Transmittal, on or prior to the Expiration Date at one of its
addresses set forth on the back cover of the Offer to Purchase, (b) such shares
must be delivered pursuant to the procedures for book-entry transfer described
in Section 3 of the Offer to Purchase (and a confirmation of such delivery
received by the Depositary, including an Agent's Message if the tendering
stockholder has not delivered a Letter of Transmittal) or (c) such shares are
validly tendered through the Book-Entry Transfer Facility's Automated Tender
Offer Program ("ATOP"), prior to the Expiration Date. The term "Agent's
Message" means a message, transmitted by the Book-Entry Transfer Facility (as
defined in Section 3 of the Offer to Purchase) to, and received by, the
Depository and forming a part of a Book-Entry Confirmation (as defined in
Section 3 of the Offer to Purchase), which states that the Book-Entry Transfer
Facility has received an express acknowledgment from the participant in the
Book-Entry Transfer Facility tendering the shares that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that Purchaser may enforce such agreement against the participant. If
certificates are forwarded to the Depositary in multiple deliveries, a properly
completed and duly executed Letter of Transmittal must accompany each such
delivery.
Participants in the Book-Entry Transfer Facility may tender their shares in
accordance with ATOP, to the extent it is available to such participants for the
shares they wish to tender. If you are tendering through ATOP, you must
expressly acknowledge that you have received and agreed to be bound by the
Letter of Transmittal and that the Letter of Transmittal may be enforced against
you.
If your share certificates are not immediately available, you cannot
deliver your shares and all other required documents to the Depositary or you
cannot complete the procedure for delivery by book-entry transfer prior to the
Expiration Date, you may tender your shares pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such
procedure: (a) such tender must be made by or through an Eligible Institution,
(b) a properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form provided by Telesoft (with any required signature
guarantees) must be received by the Depositary prior to the Expiration Date and
(c) the certificates for all physically delivered shares in proper form for
transfer by delivery, or a confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of all shares delivered
electronically, in each case together with a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message or, in the case of a tender through ATOP, the specified
acknowledgment) and any other documents required by this Letter of Transmittal,
must be received by the Depositary within three Nasdaq SmallCap Market trading
days after the date the Depositary receives such Notice of Guaranteed Delivery,
all as provided in Section 3 of the Offer to Purchase.
9
The method of delivery of all documents, including share certificates, the
Letter of Transmittal and any other required documents, is at the election and
risk of the tendering stockholder, and the delivery will be deemed made only
when actually received by the Depositary. If delivery is by mail, registered
mail with return receipt requested, properly insured, is recommended. In all
cases, sufficient time should be allowed to ensure timely delivery.
Except as specifically permitted by Section 6 of the Offer to Purchase, no
alternative or contingent tenders will be accepted. By executing this Letter of
Transmittal (or facsimile thereof), you waive any right to receive any notice of
the acceptance for payment of the shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers or the number of shares should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer). If you wish to tender fewer than all the shares represented by any
certificate delivered to the Depositary, fill in the number of shares that are
to be tendered in the box entitled "Number of Shares Tendered." In such case, a
new certificate for the remainder of the shares represented by the old
certificate will be sent to you, unless otherwise provided in the "Special
Payment Instructions" or "Special Delivery Instructions" boxes on this Letter of
Transmittal, as promptly as practicable following the expiration or termination
of the offer. All shares represented by certificates delivered to the Depositary
will be deemed to have been tendered unless otherwise indicated.
5. Indication of Price at Which Shares are Being Tendered. For your shares
to be validly tendered by this Letter of Transmittal, you must either:
(a) check the box under "Shares Tendered at Price Determined by Dutch
Auction"; or
(b) check the box indicating the price per share at which you are
tendering your shares under "Shares Tendered at Price Determined by
Stockholder."
By checking the box under "Shares Tendered at Price Determined by Dutch
Auction," you agree to accept the Purchase Price that results from the Dutch
auction tender process, which could be as low as $7.00. By checking a box under
"Shares Tendered at Price Determined by Stockholder," you acknowledge that doing
so could result in none of your shares being purchased if the Purchase Price for
such shares is less than the price you check. You may only check one box. If you
check more than one box, or if you do not check a box, you have not validly
tendered your shares. If you wish to tender portions of your shares at different
prices, you must complete a separate Letter of Transmittal for each price at
which you wish to tender each such portion of your shares. You cannot tender the
same shares (unless previously validly withdrawn as provided in Section 4 of the
Offer to Purchase) at more than one price.
6. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal. If any of the
shares tendered hereby are registered in different names on different
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are different
registrations of certificates.
10
If this Letter of Transmittal is signed by the registered holder(s) of the
shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the Purchase Price is to be made to, or shares
not tendered or not purchased are to be registered in the name of, any person
other than the registered holder(s), in which case the certificate(s) evidencing
the shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such certificates. Signatures on any such certificates or stock
powers must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the shares tendered hereby, certificates evidencing the
shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on such certificate(s). Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution. See
Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
Telesoft of the authority of such person so to act must be submitted.
7. Stock Transfer Taxes. Telesoft will pay or cause to be paid any stock
transfer taxes with respect to the sale and transfer of any shares to it or its
order pursuant to the offer. If, however, payment of the aggregate Purchase
Price is to be made to, or shares not tendered or not purchased are to be
registered in the name of, any person other than the registered holder(s), or if
tendered shares are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s), such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the Purchase Price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted. See Section 5 of the Offer to
Purchase. Except as provided in this Instruction 7, it will not be necessary to
affix transfer tax stamps to the certificates representing shares tendered
hereby.
8. Special Payment and Delivery Instructions. If a check for the Purchase
Price of any shares tendered hereby is to be issued in the name of, or any
shares not tendered or not purchased are to be returned to, a person other than
the person(s) signing this Letter of Transmittal, or if the check or any
certificates for shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" or "Special
Delivery Instructions" on this Letter of Transmittal should be completed.
Stockholders tendering shares by book-entry transfer will have any shares not
accepted for payment returned by crediting the account maintained by such
stockholder at the Book-Entry Transfer Facility.
9. Odd Lots. As described in Section 1 of the Offer to Purchase, if fewer
than all shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date are to be purchased, the shares purchased
first will consist of all shares tendered by any stockholder who owns
beneficially an aggregate of fewer than 100 shares (excluding shares
attributable to individual accounts under the Telesoft Corp. Profit Sharing
Plan) and who validly tendered all such shares at or below the Purchase Price.
Partial tenders of shares will not qualify for this preference and this
preference will not be available unless the box captioned "Odd Lots" in this
Letter of Transmittal and the Notice of Guaranteed Delivery, if any, is
completed.
10. Conditional Tenders. As described in Section 6 of the Offer to
Purchase, you may tender shares subject to the condition that a specified
minimum number of your shares tendered must be purchased if any such shares so
tendered are purchased. Under certain circumstances and subject to the
exceptions set forth in Section 1, Telesoft may prorate the number of shares
purchased pursuant to the offer. In such a case, the Depositary will perform a
preliminary proration, and any shares tendered at or below the Purchase Price
pursuant to a conditional tender for which the condition was not satisfied will
automatically be regarded as withdrawn, subject to reinstatement if such
conditionally tendered shares are subsequently selected by lot for purchase
subject to Section 6
11
of the Offer to Purchase. If conditional tenders would otherwise be so regarded
as withdrawn and would cause the total number of shares to be purchased to fall
below 2,300,000 then, to the extent feasible, Telesoft will select enough of
such conditional tenders that would otherwise have been so withdrawn to permit
Telesoft to purchase 2,300,000 shares. In selecting among such conditional
tenders, Telesoft will select by lot and will limit its purchase in each case to
the designated minimum number of shares to be purchased.
All tendered shares will be deemed unconditionally tendered unless the
"Conditional Tenders" box is completed. As discussed in Section 15 of the Offer
to Purchase, the number of shares to be purchased from a particular stockholder
may affect the tax treatment of such purchase to such stockholder and such
stockholder's decision whether to tender. Each stockholder is urged to consult
with his or her own tax advisor.
Any tendering stockholder wishing to make a conditional tender must
calculate and appropriately indicate such minimum number of shares. Odd Lot
shares, which will not be subject to proration, cannot be conditionally
tendered.
11. Substitute IRS Form W-9. Under U.S. federal income tax law, a holder
who tenders shares pursuant to the offer is required to provide the Depositary
with such holder's correct taxpayer identification number ("TIN") on Substitute
Form W-9 below. If the holder is an individual, the TIN is his or her social
security number. If the Depositary is not provided with the correct TIN,
payments that are made to such holder or other payee with respect to offer may
be subject to 31% backup withholding. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute IRS Form W-9" for
more instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any such payments made to the holder or other payee. Backup withholding is
not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld, provided that the
required information is given to the Internal Revenue Service. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
The box in Part 3 of the Substitute IRS Form W-9 may be checked if the
submitting holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 3 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% on all payments made prior to the time a properly certified TIN is
provided to the Depositary. However, such amounts will be refunded to such
holder if a TIN is provided to the Depositary within 60 days.
The holder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of the
shares or of the last transferee appearing on the transfers attached to, or
endorsed on, the shares. If the shares are registered in more than one name or
are not in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
12. IRS Form W-8. Certain holders (including, among others, all
corporations and certain foreign individuals) are not subject to backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, the holder must submit an IRS Form W-8 or an IRS
Form W-8 BEN signed under penalties of perjury, attesting to that individual's
exempt status. A Form W-8 or Form W-8 BEN can be obtained from the Depositary.
Foreign stockholders are urged to consult their tax advisors regarding the
application of U.S. federal income tax withholding, including eligibility for a
withholding tax reduction or exemption and refund procedures.
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13. Requests for Assistance or Additional Copies. Any questions or requests
for assistance or for additional copies of the Offer to Purchase, this Letter of
Transmittal or other tender offer materials may be directed to Beacon Hill
Partners, Inc., 90 Broad Street, 20th Floor, New York, New York 10004,
Telephone: 800-755-5001 or 212-843-8500, e-mail: tender@bhpweb.com and such
copies will be furnished promptly at Telesoft's expense.
Stockholders may also contact their local broker, dealer, commercial bank
or trust company for documents relating to, or assistance concerning, the offer.
14. Irregularities. All questions as to the number of shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of shares
will be determined by Telesoft, in its sole discretion, which determination
shall be final and binding on all parties. Telesoft reserves the absolute right
to reject any or all tenders it determines not to be in proper form or the
acceptance of or payment for which may, in the opinion of Telesoft's counsel, be
unlawful. Telesoft also reserves the absolute right to waive any of the
conditions of the offer and any defect or irregularity in the tender of any
particular shares or any particular stockholder. No tender of shares will be
deemed to be validly made until all defects or irregularities have been cured or
waived. None of Telesoft, the Depositary or any other person is or will be
obligated to give notice of any defects or irregularities in tenders, and none
of them will incur any liability for failure to give any such notice.
15. Telesoft Corp. Profit Sharing Plan. Participants in the Telesoft Corp.
Profit Sharing Plan may not use this Letter of Transmittal to direct the tender
of shares (including fractional shares, if any) reflecting interests
attributable to such participant's individual account(s) under the Plan, but
must use the separate Direction Form sent to them by the co-trustees. See
Section 3 of the Offer to Purchase.
16. Telesoft 1995 Incentive Stock Option Plan, Telesoft 1996 Incentive
Stock Option Plan and Telesoft 1997 Performance Equity Plan. Holders of options
to purchase shares through the Telesoft 1995 Incentive Stock Option Plan,
Telesoft 1996 Incentive Stock Option Plan and Telesoft 1997 Performance Equity
Plan may not use this Letter of Transmittal to direct the exercise of options
and the tender of shares issuable upon exercise of such options, but must use
the separate Option Election sent to them by the Company. See Section 3 of the
Offer to Purchase.
17. Order of Purchase in Event of Proration. As described in Section 1 of
the Offer to Purchase, you may designate the order in which your shares are to
be purchased in the event of proration. The order of purchase may affect whether
any capital gain or loss recognized on the shares purchased is long-term or
short-term (depending on the holding period for the shares purchased) and the
amount of gain or loss recognized for federal income tax purposes. See Sections
1 and 15 of the Offer to Purchase.
18. Lost, Stolen or Destroyed Certificates. If your certificate(s)
representing shares have been lost, stolen or destroyed, so indicate above. The
Depositary will send you additional documentation that will need to be completed
to effectively surrender such lost, stolen or destroyed certificates.
IMPORTANT: This Letter of Transmittal (or a manually signed facsimile
thereof) together with share certificates or confirmation of
Book-Entry Transfer or, in the case of a tender through ATOP a
specific acknowledgment, and all other required documents must
be received by the Depositary, or the Notice of Guaranteed
Delivery must be received by the Depositary, prior to the
Expiration Date.
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PAYOR'S NAME: CORPORATE STOCK TRANSFER, INC.
- -------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR Social Security
FORM W-9 TIN IN THE BOX AT RIGHT AND Number
CERTIFY BY SIGNING AND OR Employer
Department of the DATING BELOW. Identification Number
Treasury Internal
Revenue Service ____________________
Payer's Request for
Taxpayer Identification
Number (TIN)
---------------------------------------------------------------------------
Part 2 -- CERTIFICATION -- Under penalties of perjury, I
certify that:
(1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a
number to be issued to me), and
(2) I am not subject to backup withholding either because (a) I
am exempt from backup withholding or (b) I have not been
notified by the Internal Revenue Service (the "IRS") that I
am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding.
---------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You Part 3 --
must cross out item (2) above if
you have been notified by the IRS that Awaiting TIN [_]
you are currently subject to backup
withholding because of under reporting
interest or dividends on your tax return.
However, if after being notified by the
IRS that you are subject to backup
withholding, you received another
notification from the IRS that you are
no longer subject to backup
withholding, do not cross out such item
(2).
SIGNATURE______________________
DATE ____________________, 2000
- -------------------------------------------------------------------------------------------------------
Note: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable payments made to me will be withheld, but that such amounts
will be refunded to me if I then provide a Taxpayer Identification Number within
sixty (60) days.
____________________________________ ___________________________, 2000
Signature Date
- --------------------------------------------------------------------------------
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