Exhibit 99.A.2
RADYNE COMSTREAM INC.
LETTER OF TRANSMITTAL
Offer to Exchange Options
PURSUANT TO THE OFFER TO EXCHANGE DATED DECEMBER 23, 2002
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, MOUNTAIN STANDARD TIME, ON JANUARY 22, 2003
UNLESS THE OFFER IS EXTENDED.
To: Radyne ComStream Inc.
3138 E. Elwood Street
Phoenix, Arizona 85034
(602) 437-9620
Attn: Garry D. Kline
I am tendering the following options to purchase shares of common stock, no par
value ("Option Shares"), having exercise prices ranging between $6.00 and $8.25
and between $14.00 and $14.63 per share (to validly tender such options you must
complete the following table according to instruction 2 on page 5 of this Letter
of Transmittal):
GRANT DATE OF OPTION(1) EXERCISE PRICE OF OPTION TOTAL NUMBER OF SHARES
SUBJECT TO OPTION
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YOUR OPTION AGREEMENT(S) EVIDENCING OPTIONS TO BE TENDERED MUST BE FORWARDED
WITH THIS LETTER OF TRANSMITTAL.
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(1) List each option on a separate line even if more than one option was issued
on the same grant date. For purposes of completing the foregoing table, an
option is comprised of a single grant entitling the holder to purchase multiple
shares of common stock.
To Radyne ComStream Inc.:
Subject to the conditions in the Offer to Exchange dated December 23,
2002, and in this Letter of Transmittal, both of which together constitute the
"Offer," I am tendering to Radyne ComStream Inc., a Delaware corporation, the
options to purchase shares of common stock, $.001 par value per share, of Radyne
ComStream specified in the table on page 1 of this letter. The number of shares
granted in my new option(s) will depend on the exercise price of the option(s) I
elected to cancel under the offer, as set forth in the exchange ratio schedule
below, subject to adjustments for any future stock splits, stock dividends and
similar events that may occur during the exchange period:
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EXERCISE PRICE RANGE EXCHANGE RATIO EXAMPLE
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Existing option to purchase
1,000 shares at $7.00 exercise
price could be exchanged for
$6.00 -- $8.25 0.67 shares covered by a new option to purchase 670 shares
option for every 1 share covered at a new exercise price equal
by a cancelled option to stock price at date of new
option grant
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Existing option to purchase
1,000 shares at $14.50 exercise
price could be exchanged for
$14.00 -- $14.63 0.40 shares covered by a new option to purchase 400 shares
option for every 1 share covered at a new exercise price equal
by a cancelled option to stock price at date of new
option grant
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The exercise price of the new option(s) will be equal to the closing sale
price of our common stock as reported on the Nasdaq National Market on the new
option grant date (or the last trading day before the new option grant date, if
the market for trading in our stock is closed on such date). Accrued vesting
will remain consistent with the original grant once the new option is approved.
I sell, assign, and transfer to, or upon the order of, Radyne ComStream,
all right, title and interest in and to all of the options that I am tendering
under this letter. I acknowledge that Radyne ComStream has advised me to consult
with my own advisors as to the consequences of participating or not
participating in the Offer. I agree that this letter is an amendment to any
option agreements that govern my tendered options.
I represent and warrant that I have full power and authority to tender my
options and that, when and to the extent the options are accepted for exchange
by Radyne ComStream, the options will be free and clear of all security
interests, liens, restrictions, charges, encumbrances, conditional sales
agreements, or other obligations relating to their sale or transfer, other than
pursuant to the applicable option agreement. Furthermore, my tendered options
will not be subject to any adverse claims. Upon request, I will execute and
deliver any additional
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documents deemed by Radyne ComStream to be necessary or desirable to complete
the exchange of the options I am tendering.
All authority that I confer or agree to confer will not be affected by,
and will survive, my death or incapacity, and all of my obligations under this
letter and the Offer will be binding upon my heirs, personal representatives,
successors and assigns. Except as stated in the Offer, this tender is
irrevocable.
By execution hereof, I understand that tenders of options pursuant to the
procedure described in Section 3 of the Offer to Exchange and in the
instructions to this letter will constitute my acceptance of the terms and
conditions of the Offer. Radyne ComStream's acceptance for exchange of my
tendered options will constitute a binding agreement between Radyne ComStream
and me upon the terms and subject to the conditions of the Offer.
I acknowledge that the new options that I will receive: (1) will not be
granted until on or about the first business day that is at least six months and
one day after the date my old options are canceled and (2) will be subject to
the terms and conditions set forth in a new option agreement between Radyne
ComStream and me that will be forwarded to me after the grant of the new
options. I also acknowledge that I must be an employee of Radyne ComStream from
the date I tender my options through the date the new options are granted and
otherwise be eligible under the Radyne ComStream Inc. 1996 Incentive Stock
Option Plan (the "1996 Plan") or 2000 Long-Term Incentive Plan (the "2000
Plan"), as applicable on the date the new options are granted in order to
receive new options. I further acknowledge that, if I do not remain an employee,
I will not receive any new options or any other consideration for my tendered
options that are accepted for exchange pursuant to the Offer.
The name and social security number of the registered holder of the
tendered options appear below exactly as they appear on the option agreement or
agreements governing those options. The table on page 1 contains for each
tendered option the grant date, the exercise price, and the total number of
shares of common stock subject to the option I am tendering. I understand that I
may tender all of my options outstanding under Radyne ComStream's 1996 Plan and
2000 Plan having exercise prices ranging between $6.00 and $8.25 and between
$14.00 and $14.63 per share and that I am not required to tender any options in
the Offer. I understand that Radyne ComStream will not accept partial tenders of
individual option grants. The term "Expiration Date" means 12:00 midnight,
Mountain Standard Time, on January 22, 2003. The Expiration Date may be extended
by Radyne ComStream, during which the Offer will remain open.
I recognize that, under certain circumstances set forth in the Offer to
Exchange, Radyne ComStream may terminate or amend the Offer and postpone its
acceptance and cancellation of any options tendered for exchange. In any such
event, I understand that the tendered options delivered with this letter but not
accepted for exchange will be returned to me at the address indicated below.
THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OPTIONS BE ACCEPTED
FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR
ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION.
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I agree to all of the terms and conditions of the Offer.
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You must complete and sign the following exactly as your name appears on the
option agreement or agreements evidencing the options you are tendering. If the
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation, or another person acting in a fiduciary or
representative capacity, please set forth the signer's full title and include
with this Letter proper evidence of the authority of such person to act in such
capacity.
SIGNATURE OF OWNER
X
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(Signature of Holder or Authorized Signatory)
Date: January __, 2003
Name:
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(Please Print)
Capacity:
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(If signing as a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity)
Address:
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(Please include ZIP code)
Telephone No. (with area code):
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Tax ID/Social Security No.:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Letter of Transmittal. A properly completed and duly
executed original of this letter, and any other documents required by this
letter, must be received by Radyne ComStream at its address set forth on the
front cover of this Letter ON OR BEFORE THE EXPIRATION DATE (which may be
extended by Radyne ComStream).
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION
AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
RADYNE COMSTREAM. IF YOU ELECT TO DELIVER YOUR DOCUMENTS BY MAIL, RADYNE
COMSTREAM RECOMMENDS THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED
AND THAT YOU PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW
SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.
Tenders of options made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. If the Offer is extended by Radyne ComStream
beyond that time, you may withdraw your tendered options at any time until the
extended expiration of the Offer. In addition, unless Radyne ComStream accepts
your tendered options before 12:00 midnight,
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Mountain Standard Time, February 25, 2003, the date that is 40 business days
from the commencement of the Offer, you may withdraw your tendered Options at
any time after February 25, 2003. To withdraw tendered options you must deliver
a written notice of withdrawal with the required information to Radyne ComStream
while you still have the right to withdraw the tendered options. Withdrawals may
not be rescinded and any options withdrawn will thereafter be deemed not
properly tendered for purposes of the Offer unless such withdrawn options are
properly re-tendered prior to the Expiration Date by following the procedures
described above.
Radyne ComStream will not accept any alternative, conditional or
contingent tenders. All tendering option holders, by execution of this letter,
waive any right to receive any notice of the acceptance of their tender, except
as provided for in the Offer to Exchange.
2. Tenders. If you intend to tender options pursuant to the Offer, you
must complete the table on page 1 of this letter by providing the following
information for each option that you intend to tender: (1) grant date, (2)
exercise price, and (3) the total number of unexercised options subject to the
option you are tendering. You may tender (surrender) all, none, or some of your
eligible options in exchange for new options. However, the Company will not
accept partial tenders of individual options.
3. Signatures on Letter of Transmittal. If this letter is signed by the
holder of the tendered options, the signature must correspond with the name as
written on the face of the option agreement or agreements to which the tendered
options are subject without alteration.
If this letter 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 Radyne ComStream of the authority of such person
so to act must be submitted with this letter.
4. Requests for Assistance or Additional Copies. Any questions or
requests for assistance, as well as requests for additional copies of the Offer
to Exchange or this letter may be directed to Garry D. Kline, at (602) 437-9620
or by e-mail to gkline@radynecomstream.com. Copies will be furnished promptly at
Radyne ComStream's expense.
5. Irregularities. All questions as to the number of shares of common
stock subject to tendered options and the validity, form, eligibility (including
time of receipt), and acceptance for exchange of any tender of options will be
determined by Radyne ComStream in its discretion, which determinations will be
final and binding on all parties. Radyne ComStream reserves the right to reject
any or all tenders of options Radyne ComStream determines not to be in proper
form or the acceptance of which may, in the opinion of Radyne ComStream's
counsel, be unlawful. Radyne ComStream also reserves the right to waive any of
the conditions of the Offer and any defect or irregularity in the tender of any
particular options, and Radyne ComStream's interpretation of the terms of the
Offer (including these instructions) will be final and binding on all parties.
No tender of options will be deemed to be properly made until all defects and
irregularities have been cured or waived. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as
Radyne ComStream will determine. Neither Radyne ComStream nor any other person
is or will be obligated to give notice of any
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defects or irregularities in tenders, and no person will incur any liability for
failure to give any such notice.
6. Important Tax Information. You should refer to Section 13 of the
Offer to Exchange, which contains important tax information. If you are a tax
resident outside of the United States, you should consult your own tax advisor
in order to determine the tax consequences of participating or not participating
in the offer.
IMPORTANT: THIS LETTER TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY RADYNE COMSTREAM ON OR PRIOR TO THE EXPIRATION DATE.
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