EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
OPTICNET, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED AUGUST 18, 2003
BY
OPTO ACQUISITION SUB, INC.,
A WHOLLY OWNED SUBSIDIARY OF BEI
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 15, 2003, UNLESS
THE OFFER IS EXTENDED.
The Depositary for the Offer is:
MELLON INVESTOR SERVICES LLC
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By Facsimile By Registered or By Overnight Courier: By Hand:
Transmission: Certified Mail:
Attn: Reorganization Dept. Attn: Reorganization Dept.
For Eligible Attn: Reorganization Dept. 85 Challenger Road 120 Broadway, 13th Floor
Institutions Only: P.O. Box 3301 Mail-stop -- Reorg New York, NY 10271
(201) 296-4293 South Hackensack, NJ 07606 Ridgefield Park, NJ 07660
For Confirmation Only:
(201) 296-4860
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TO A NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY
FOR THE OFFER. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE
PROVIDED BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<Table>
<Caption>
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES TENDERED
AND ADDRESSES APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES
SHARE REPRESENTED NUMBER
CERTIFICATE BY SHARE OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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Total Shares
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* Need not be completed if transfer is made by book-entry transfer.
Unless otherwise indicated, it will be assumed that all shares represented by the listed certificates are being tendered.
See Instruction 4. IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION
10.
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</Table>
This Letter of Transmittal is to be used either if certificates for Shares
(as defined herein) are to be delivered herewith or, unless an Agent's Message
(as defined in the Offer to Purchase, which is defined herein) is utilized, if
delivery of Shares is to be made pursuant to the procedures for book-entry
transfer described in the Offer to Purchase to an account maintained by the
Depositary (as defined herein) at the Book-Entry Transfer Facility (as defined
in the Offer to Purchase). Stockholders whose certificates for Shares are not
immediately available or who cannot deliver either the certificates for, or a
Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to,
their Shares, and all other documents required hereby, to the Depositary prior
to the Expiration Date (as defined in the Offer to Purchase) of the Offer (as
defined below) must tender their Shares in accordance with the guaranteed
delivery procedures described in the Offer to Purchase. See Instruction 2.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
- --------------------------------------------------------------------------------
Account Number:
- --------------------------------------------------------------------------------
Transaction Code Number:
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY, ENCLOSE A PHOTOCOPY
OF SUCH NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):
- --------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution that Guaranteed Delivery:
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IF DELIVERED BY BOOK-ENTRY TRANSFER CHECK BOX: [ ]
2
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Opto Acquisition Sub, Inc., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of BEI Technologies,
Inc., a Delaware corporation ("BEI"), the above described shares of common
stock, par value $0.0001 per share ("Shares"), of OpticNet, Inc., a Delaware
corporation ("OpticNet"), upon the terms and subject to the conditions set forth
in the Purchaser's Offer to Purchase, dated August 18, 2003 (the "Offer to
Purchase"), and this Letter of Transmittal (which, together with any amendments
or supplements thereto or hereto, collectively constitute the "Offer"), receipt
of which is hereby acknowledged.
Upon the terms of the Offer, subject to, and effective upon, acceptance for
payment of, and payment for, the Shares tendered herewith in accordance with the
terms of the Offer, the undersigned hereby sells, assigns and transfers to, or
upon the order of, the Purchaser all right, title and interest in and to all the
Shares that are being tendered herewith (and any and all dividends,
distributions, other Shares or other securities or rights issued or issuable in
respect thereof on or after September 15, 2003 (collectively, "Distributions"))
and irrevocably constitutes and appoints Mellon Investor Services (the
"Depositary") the true and lawful agent and attorney-in-fact of the undersigned,
with full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to the full extent of the
undersigned's rights with respect to such Shares (and any and all Distributions)
(i) to deliver certificates for such Shares (and any such other Shares or
securities or rights) or transfer ownership of such Shares (and any and all
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, the Purchaser, (ii) to present such
Shares (and any and all Distributions) for transfer on OpticNet's books and
(iii) to receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and any and all Distributions), all in accordance with
the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered herewith (and any and all Distributions) and, when the same are
accepted for payment by the Purchaser, the Purchaser will acquire good title
thereto, free and clear of all liens, restrictions, claims and encumbrances, and
the same will not be subject to any adverse claim. The undersigned will, upon
request, execute any additional documents deemed by the Depositary or the
Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of the Shares tendered herewith (and any and all Distributions). In
addition, the undersigned shall remit and transfer promptly to the Depositary
for the account of the Purchaser any and all Distribution in respect of the
Shares tendered hereby, accompanied by appropriate documentation of transfer,
and, pending such remittance and transfer or appropriate assurance thereof, the
Purchaser shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire purchase price of the Shares tendered
hereby or deduct from such purchase price, the amount of value of such
Distribution as determined by the Purchaser in its sole discretion.
All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as described in the Offer to Purchase, this tender is irrevocable. The
Purchaser reserves the right to require that, in order for the Shares or other
securities to be deemed validly tendered, immediately upon the Purchaser's
acceptance for payment of such Shares, the Purchaser must be able to exercise
full voting, consent and other rights with respect to such Shares (and any and
all Distributions), including voting at any meeting of OpticNet's stockholders.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints each of John LaBoskey and Robert R. Corr as an attorney-in-fact and
proxy of the undersigned, each with full power of substitution and
resubstitution, to vote at any annual, special, adjourned or postponed meeting
of OpticNet's stockholders or otherwise in such manner as each such
attorney-in-fact and proxy (or his or her substitute) shall in his or her sole
discretion deem proper with respect to, to execute any written consent
concerning any matter as each such attorney-in-fact and proxy (or his or her
substitute) shall in his or her sole discretion deem proper with respect to, and
to otherwise act as each such attorney-in-fact and proxy (or his or her
substitute) shall in his or her sole discretion deem proper with respect to, the
Shares tendered herewith that have been accepted for payment by the Purchaser
prior to the time any such action is taken
3
and with respect to which the undersigned is entitled to vote (and any and all
Distributions). This appointment is effective when, and only to the extent that,
the Purchaser accepts for payment such Shares as provided in the Offer to
Purchase. This power of attorney and proxy are irrevocable and are granted in
consideration of the acceptance for payment of such Shares in accordance with
the terms of the Offer. Upon such acceptance for payment, all prior powers of
attorney, proxies and consents given by the undersigned with respect to the
Shares tendered herewith (and any and all Distributions) will, without further
action, be revoked and no subsequent powers of attorney, proxies, consents or
revocations may be given (and, if given, will not be deemed effective) by the
undersigned in respect of such Shares.
The undersigned understands that the valid tender of Shares pursuant to any
of the procedures described in the Offer to Purchase and in the Instructions
hereto will constitute a binding agreement between the undersigned and the
Purchaser upon the terms of and subject to the conditions to the Offer (and if
the Offer is extended or amended, the terms or conditions of any such extension
or amendment). Without limiting the foregoing, if the price to be paid in the
Offer is increased, the price to be paid to the undersigned will be the
increased price notwithstanding the fact that a different price is stated in
this Letter of Transmittal.
Unless otherwise indicated herein in the box labeled "Special Payment
Instructions," please issue the check for the purchase price and/or return any
certificate(s) for Shares not tendered or accepted for payment in the name(s) of
the registered holder(s) indicated herein in the box labeled "Description of
Shares Tendered" on the cover page of this Letter of Transmittal. Similarly,
unless otherwise indicated herein in the box labeled "Special Delivery
Instructions," please mail the check for the purchase price and/or return any
certificates for Shares not tendered or accepted for payment (and accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
indicated herein in the box labeled "Description of Shares Tendered" on the
cover page of this Letter of Transmittal. In the event that both of the boxes
herein labeled "Special Payment Instructions" and "Special Delivery
Instructions," respectively, are completed, please issue the check for the
purchase price and/or return any certificate(s) for Shares not tendered or
accepted for payment (and any accompanying documents, as appropriate) in the
name of, and deliver such check and/or return such certificates (and any
accompanying documents, as appropriate) to, the person or persons indicated
therein. Please credit any Shares tendered herewith by book-entry transfer that
are not accepted for payment by crediting the account at the Book-Entry Transfer
Facility. The undersigned recognizes that the Purchaser has no obligation
pursuant to the Special Payment Instructions to transfer any Shares from the
name of the registered holder(s) thereof if the Purchaser does not accept for
payment any of the Shares so tendered.
IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST
OR DESTROYED, SEE INSTRUCTION 10.
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4
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificate(s) for Shares not tendered or not accepted
for payment and/or the check for the purchase price of Shares accepted for
payment is/are to be issued in the name of someone other than the undersigned.
Issue [ ] check [ ] certificates to:
Name
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(EMPLOYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificate(s) for Shares not tendered or not accepted
for payment and/or the check for the purchase price of Shares accepted for
payment is/are to be mailed to someone other than the undersigned or to the
undersigned at an address other than that listed above.
Issue [ ] check [ ] certificates to:
Name
----------------------------------------------------------------------------
(PLEASE PRINT)
Address
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- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(EMPLOYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
(Also complete Substitute Form W-9 below)
5
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
Signature:
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(SIGNATURE(S) OF STOCKHOLDER(S))
Dated: ------------------------------ , 2003
(Must be signed by registered holder(s) as name(s) appear(s) on the
certificate(s) for the Shares or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 5.)
Name(s) ------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone Number
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number
- --------------------------------------------------------------------------------
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW.
Authorized Signature
- --------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Title
- --------------------------------------------------------------------------------
Name of Firm
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone Number
- --------------------------------------------------------------------------------
Dated: ------------------------------ , 2003
6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal if (i) this Letter of Transmittal is signed by the
registered holder(s) of Shares tendered herewith, unless such registered
holder(s) has completed either the box labeled "Special Payment Instructions" or
the box labeled "Special Delivery Instructions" on this Letter of Transmittal or
(ii) such Shares are tendered for the account of a financial institution
(including most banks, savings and loan associations and brokerage houses) that
is a participant in the Security Transfer Agent's Medallion Program, Nasdaq
Stock Market Guarantee Program or the Stock Exchange Medallion Program or by any
other "eligible guarantor institution", as such term is defined in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (each, an "Eligible
Institution"). For purposes of this Instruction, a registered holder of Shares
includes any participant in the Book-Entry Transfer Facilities system whose name
appears on a security position listing as the owner of the Shares. In all other
cases, all signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution. See Instruction 5.
2. Requirements of Tender. This Letter of Transmittal is to be completed
by stockholders either if certificates are to be tendered herewith or, unless an
Agent's Message is utilized, if delivery of Shares is to be made pursuant to the
procedures for book-entry transfer described in the Offer to Purchase to an
account maintained by the Depositary at the Book Entry Transfer Facility. For a
stockholder to validly tender Shares in the Offer, either (i) the certificate(s)
representing the tendered Shares, together with this Letter of Transmittal (or a
facsimile copy of it), properly completed and duly executed, together with any
required signature guarantees and any other required documents, must be received
by the Depositary at one of its addresses listed herein prior to the Expiration
Date of the Offer, (ii) in the case of a tender effected pursuant to a
book-entry transfer (a) either this Letter of Transmittal (or a facsimile copy
of it), properly completed and duly executed, together with any required
signature guarantees, or an Agent's Message, and any other required documents,
must be received by the Depositary at one of its addresses listed herein prior
to the Expiration Date of the Offer and (b) the Shares to be tendered must be
delivered pursuant to the book-entry transfer procedures described in the Offer
to Purchase and a Book-Entry Confirmation must be received by the Depositary
prior to the Expiration Date of the Offer or (iii) the tendering stockholder
must comply with the guaranteed delivery procedures described in the Offer to
Purchase prior to the Expiration Date of the Offer.
If a stockholder desires to tender Shares in the Offer and such
stockholder's certificates representing such Shares are not immediately
available, or the book-entry transfer procedures described in the Offer to
Purchase cannot be completed on a timely basis, or time will not permit all
required documents to reach the Depositary prior to the Expiration Date of the
Offer, such stockholder may tender such Shares if all the following conditions
are met: (i) such tender is made by or through an Eligible Institution; (ii) a
properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Purchaser, is received by the
Depositary at one of its addresses listed herein prior to the Expiration Date of
the Offer; and (iii) either (a) the certificates representing such Shares,
together with this Letter of Transmittal (or a facsimile copy of it), properly
completed and duly executed, and any required signature guarantees, and any
other required documents, are received by the Depositary at one of its addresses
listed herein within three trading days (as described below) after the date of
execution of such Notice of Guaranteed Delivery or (b) in the case of a
book-entry transfer effected pursuant to the book-entry transfer procedures
described in the Offer to Purchase, (1) either this Letter of Transmittal (or a
facsimile copy of it), properly completed and duly executed, and any required
signature guarantees, or an Agent's Message, and any other required documents,
is received by the Depositary at one of its addresses listed herein and (2) such
Shares are delivered pursuant to the book-entry transfer procedures described in
the Offer to Purchase and a Book-Entry Confirmation is received by the
Depositary, in each case within three trading days after the date of execution
of such Notice of Guaranteed Delivery. For purposes of the foregoing, a trading
day is any day on which the Nasdaq National Market is open for business.
THE METHOD OF DELIVERY OF SHARES TO BE TENDERED IN THE OFFER, THIS LETTER
OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE
BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING
STOCKHOLDER. SHARES TO BE TENDERED IN THE OFFER, WILL BE DEEMED DELIVERED ONLY
WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY
TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY OF SHARES 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.
7
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be accepted for payment. All tendering stockholders, by
execution of this Letter of Transmittal (or a facsimile copy of it), waive any
right to receive any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto and separately signed on each page in the same manner
as this Letter of Transmittal.
4. Partial Tenders (Applicable to Certificate Stockholders Only). If
fewer than all the Shares evidenced by any certificate submitted are to be
tendered herewith, fill in the number of Shares that are to be tendered in the
box entitled "Number of Shares Tendered." In any such case, new certificate(s)
for the remainder of the Shares that were evidenced by the old certificate(s)
will be sent to the registered holder(s), unless otherwise provided in the
appropriate box on this Letter of Transmittal, as soon as practicable after the
acceptance of payment of, and payment for, the Shares tendered herewith. All
Shares represented by certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.
5. 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 herewith, the signature(s) must correspond with the name(s) as written
on the face of the certificate(s) without any change whatsoever.
If any of the Shares tendered herewith are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and proper evidence,
satisfactory to the Purchaser, of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered owner(s) of the
Shares tendered herewith, no endorsements of certificates or separate stock
powers are required unless payment is to be made to, or certificates for Shares
not tendered or accepted for payment are to be issued to, a person other than
the registered owner(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of certificate(s) listed on the cover page, such
certificate(s) must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name or names of the registered owner(s)
appear on such certificate(s) and the signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, the Purchaser will pay any stock transfer taxes with respect to the transfer
and sale of Shares to it or its order in the Offer. If, however, payment of the
purchase price is to be made to, or if certificates for Shares not to be
tendered or not accepted for payment are to be registered in the name of, any
person(s) other than the registered owner(s), or if tendered certificate(s) are
registered in the name of any person(s) other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered owner(s) or such person(s)) payable on account of the transfer
to such person(s) will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificate(s) listed in this Letter of
Transmittal.
7. Special Payment and Delivery Instructions. If a check is to be issued
in the name of, and/or certificates for Shares not accepted for payment are to
be returned to, a person other than the person signing this Letter of
Transmittal, or if a check is to be sent and/or such certificates are to be
returned to a person other than the person signing this Letter of Transmittal or
to an address other than that shown above, the appropriate boxes on this Letter
of Transmittal must be completed.
8
8. Waiver of Conditions. Subject to the terms and conditions of the
Merger Agreement (as defined in the Offer to Purchaser), the Purchaser reserves
the absolute right in its sole discretion to waive any of the specified
conditions (other than the Minimum Condition (as defined in the Offer to
Purchase)) of the Offer, in whole or in part, in the case of any Shares to be
tendered herewith.
9. Backup Withholding. In order to avoid backup withholding of U.S.
federal income tax on payments of cash in the Offer, a stockholder tendering
Shares in the Offer who is a U.S. citizen or a U.S. resident alien must, unless
an exemption applies, provide the Depositary with such stockholder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 included below in
this Letter of Transmittal and certify under penalties of perjury that such TIN
is correct and that such stockholder is not subject to backup withholding. If a
stockholder does not provide such stockholder's correct TIN or fails to provide
the certifications described above, the Internal Revenue Service (the "IRS") may
impose a penalty on such stockholder and payment of cash to such stockholder in
the Offer may be subject to backup withholding of 28%.
Backup withholding is not an additional tax. Rather, the amount of the
backup withholding can be credited against the Federal income tax liability of
the person subject to the backup withholding, provided that the required
information is given to the IRS. If backup withholding results in an overpayment
of tax, a refund can be obtained by the stockholder upon filing an income tax
return.
The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner(s) of the
Shares tendered herewith. If such Shares are held in more than one name, or are
not in the name of the actual owner(s), consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report.
The box in Part 3 of the Substitute Form W-9 must be checked if the
tendering stockholder 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 stockholder 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 28% 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
Stockholder if a TIN is provided to the Depositary within 60 days.
See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for more instructions.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Tendering stockholders who are not U.S. citizens or U.S. resident aliens should
complete and sign the main signature form and a Form W-8BEN, Certificate of
Foreign Status of Beneficial Owner for United States Tax Withholding, copies of
which may be obtained from the Depositary, in order to avoid backup withholding.
Stockholders should consult their tax advisors about qualifying for exemption
from backup withholding and the procedure for obtaining such exemption.
10. Lost, Destroyed or Stolen Certificates. If any certificate
representing Shares has been lost, destroyed or stolen, the Stockholder should
promptly notify the transfer agent for OpticNet common stock, Mellon Shareholder
Services, at (877) 216-9819. The stockholder will then be instructed by Mellon
Shareholder Services as to the steps that must be taken in order to replace such
certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates have
been completed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE COPY
OF IT) TOGETHER WITH ANY SIGNATURE GUARANTEES, OR IN THE CASE OF A BOOK-ENTRY
TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED
BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE OF THE OFFER AND EITHER
CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES
MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER DESCRIBED
IN THE OFFER TO PURCHASE, IN EACH CASE PRIOR TO THE EXPIRATION DATE OF THE
OFFER, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR
GUARANTEED DELIVERY DESCRIBED IN THE OFFER TO PURCHASE.
9
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------
PAYERS NAME:
- ------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 ---------------------------------------
FORM W-9 PLEASE PROVIDE YOUR TIN IN THE BOX AT THE Social Security Number(s)
RIGHT AND CERTIFY BY SIGNING AND DATING OR
BELOW.
---------------------------------------
Employer Identification Number
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</Table>
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DEPARTMENT OF THE TREASURY PART 2 PART 3
INTERNAL REVENUE SERVICE Certification. Under penalties of perjury, I certify Awaiting TIN [ ]
that:
PART 4
Exempt TIN [ ]
PAYOR'S REQUEST FOR (1) The number shown on this form is my correct Taxpayer
TAXPAYER IDENTIFICATION Identification Number (or I am waiting for a number
NUMBER (TIN) to be issued for me) and
(2) I am not subject to backup withholding 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.
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CERTIFICATION INSTRUCTIONS
You must cross out item (2) in Part 2 above if you have been notified by the IRS that
you are subject to backup withholding because of underreporting interest or dividends
on your tax returns. However, if after being notified by the IRS that you are subject
to backup withholding, you received another notification from the IRS stating that you
are no longer subject to backup withholding, do not cross out such item (2). If you
are exempt from backup withholding, check the box in Part 4 above.
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Signature: ------------------------------------------ Date: ------------- , 2003
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NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU IN THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.
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 (a) 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 (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the Depositary, 28% of
all reportable payments made to me will be withheld, but will be refunded to me
if I provide a certified taxpayer identification number within 60 days.
Signature: ------------------------------ Date: ------------------------- , 2003
10
MANUALLY SIGNED FACSIMILE COPIES OF THIS LETTER OF TRANSMITTAL WILL BE
ACCEPTED. THIS LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND ANY OTHER
REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH STOCKHOLDER OR SUCH
STOCKHOLDER'S BROKER, DEALER, BANK, TRUST COMPANY OR OTHER NOMINEE TO THE
DEPOSITARY AT ONE OF ITS ADDRESSES LISTED BELOW.
MELLON INVESTOR SERVICES LLC
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By Facsimile By Registered or By Overnight Courier: By Hand:
Transmission: Certified Mail:
Attn: Reorganization Dept. Attn: Reorganization Dept.
For Eligible Attn: Reorganization Dept. 85 Challenger Road 120 Broadway, 13th Floor
Institutions Only: P.O. Box 3301 Mail-stop -- Reorg New York, NY 10271
(201) 296-4293 South Hackensack, NJ 07606 Ridgefield Park, NJ 07660
For Confirmation Only:
(201) 296-4860
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Questions regarding the Offer, and requests for assistance in connection
with the Offer, may be directed to the Information Agent at its address and
telephone number listed below. Additional copies of the Offer to Purchase, this
Letter of Transmittal, the Notice of Guaranteed Delivery or any other materials
related to the Offer may be obtained from the Information Agent and will be
furnished promptly free of charge. You may also contact your broker, dealer,
bank, trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
Mellon Investor Services
85 Challenger Road
Ridgefield Park, NJ 07660
CALL TOLL FREE: (877) 216-9819