Exhibit (a)(2)
LETTER OF TRANSMITTAL
THE OFFERAND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, PACIFIC TIME, ON APRIL 19, 2006 (THE
Name: ______________________ "EXPIRATION DATE") UNLESS EXTENDED.
Deliver to: MacKenzie Patterson Fuller, LP
Address: ___________________ 1640 School Street
Moraga, California 94556
City, State, ZIP: __________ For Assistance: (800) 854-8357
Via Facsimile: (925) 631-9119
Shares Owned: ______________ E-Mail Address: offers@mpfi.com
(PLEASE INDICATE CHANGES OR CORRECTIONS TO THE
ADDRESS PRINTED TO THE LEFT)
To participate in the Offer, a duly executed copy of this Letter of Transmittal
and any other documents required by this Letter of Transmittal must be received
by the Depositary on or prior to the Expiration Date. Delivery of this Letter of
Transmittal or any other required documents to an address other than as set
forth above does not constitute valid delivery. The method of delivery of all
documents is at the election and risk of the tendering Shareholder. Please use
the pre-addressed, postage-paid envelope provided. This Letter of Transmittal is
to be completed by holders of Shares of common stock in AMASYS Corporation (the
"Corporation"), pursuant to the procedures set forth in the Offer to Purchase
(as defined below). Capitalized terms used herein and not defined herein have
the meanings ascribed to such terms in the Offer to Purchase.
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
To whom it may concern:
The undersigned hereby tenders to Sutter Opportunity Fund 3, LLC and MacKenzie
Patterson Fuller, LP (collectively the "Purchasers") all of the Shares of common
stock ("Shares") in the Corporation held by the undersigned as set forth above
(or, if less than all such Shares, the number set forth below in the signature
box), at a purchase price equal to $0.05 per Share, less the amount of any
dividends made or declared with respect to the Shares between March 8, 2006 and
the Expiration Date, and upon the other terms and subject to the conditions set
forth in the Offer to Purchase, dated March 8, 2006 (the "Offer to Purchase")
and in this Letter of Transmittal, as each may be supplemented or amended from
time to time (which together constitute the "Offer"). Receipt of the Offer to
Purchase is hereby acknowledged. Subject to and effective upon acceptance for
payment of any of the Shares tendered hereby, the undersigned sells, assigns,
and transfers to, Purchasers all right, title, and interest in and to such
Shares which are purchased pursuant to the Offer. The undersigned hereby
irrevocably constitutes and appoints the Purchasers as the true and lawful agent
and attorney-in-fact and proxy of the undersigned with respect to such Shares,
with full power of substitution (such power of attorney and proxy being deemed
to be an irrevocable power and proxy coupled with an interest), to deliver such
Shares and transfer ownership of such Shares, on the books of the Corporation,
together with all accompanying evidences of transfer and authenticity, to the
Purchasers and, upon acceptance of the tender of such Shares by the Purchasers,
to exercise all voting rights and to receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares all in accordance with the
terms of the Offer. Upon the purchase of Shares pursuant to the Offer, all prior
proxies and consents given by the undersigned with respect to such Shares will
be revoked and no subsequent proxies or consents may be given (and if given will
not be deemed effective). In addition, by executing this Letter of Transmittal,
the undersigned assigns to the Purchasers all of the undersigned's rights to
receive dividends from the Corporation with respect to Shares which are
purchased pursuant to the Offer, other than dividends declared or paid through
the Expiration Date and to change the address of record for such dividends on
the books of the Corporation. Upon request, the Seller will execute and deliver,
and irrevocably directs any custodian to execute and deliver, any additional
documents deemed by the Purchaser to be necessary or desirable to complete the
assignment, transfer, and purchase of such Shares.
The undersigned hereby represents and warrants that the undersigned owns the
Shares tendered hereby and has full power and authority to validly tender, sell,
assign, and transfer the Shares tendered hereby, and that when any such Shares
are purchased by the Purchasers, the Purchasers 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 such Shares will not be subject to
any adverse claim. Upon request, the undersigned will execute and deliver any
additional documents deemed by the Purchasers to be necessary or desirable to
complete the assignment, transfer, and purchase of Shares tendered hereby. The
undersigned understands that a tender of Shares to the Purchasers will
constitute a binding agreement between the undersigned and the Purchasers upon
the terms and subject to the conditions of the Offer. The undersigned recognizes
the right of the Purchasers to effect a change of dividend address to MacKenzie
Patterson Fuller, LP at 1640 School Street, Moraga, California, 94556. The
undersigned recognizes that under certain circumstances set forth in the Offer
to Purchase, the Purchasers may not be required to accept for payment any of the
Shares tendered hereby. In such event, the undersigned understands that any
Letter of Transmittal for Shares not accepted for payment will be destroyed by
the Purchasers. All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and any obligations of the
undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable.
Arbitration Agreement: The Purchasers and the undersigned agree that any
dispute, claim, or controversy arising out of a purchase of Units shall be
resolved by submission to binding arbitration in Oakland, California before a
retired judge, and all parties agree to be subject to jurisdiction in
California. If the parties are unable to agree on a retired judge, each party
shall name one retired judge and the two persons so-named shall select a neutral
judge who will act as the sole arbitrator (if one party fails to select an
arbitrator within 20 days of notice by the other party of its selection, the
other party's selection will be the arbitrator). The arbitrator selected must
follow applicable Federal securities laws and California law. The arbitrator
must render a decision in writing, explaining the legal and factual basis for
decision as to each of the principal controverted issues. The arbitrator's
decision will be final and binding upon the parties. A judgment upon any award
may be entered in a court of competent jurisdiction. Prevailing party shall be
entitled to recover expenses including but not limited to attorney fees,
arbitrator fees, and filing fees.
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SIGNATURE BOX
(Please complete Boxes A, B, C and D on the following page as necessary)
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Please sign exactly as your name X-------------------------------------
is printed (or corrected) above, (Signature of Owner) Date
and insert your Taxpayer
Identification Number or Social
Security Number in the space provided
below your signature.
For joint owners, each joint owner
must sign. (See Instructions 1) The
signatory hereto hereby certifies
under penalties of perjury the
statements in Box B, Box C and if
applicable, Box D. X-------------------------------------
(Signature of Owner) Date
If the undersigned is tendering less
than all Units held the number of
Units tendered is set forth below.
Otherwise, all Units held by the
undersigned are tendered hereby.
Taxpayer I.D. or Social#______________
_____________ Units Telephone No. (day)_______________
(eve.)______________
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BOX A
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Medallion Signature Guarantee
(Required for all Sellers)
(See Instruction 1)
Name and Address of Eligible Institution: ______________________________________
Authorized Signature ________________________________ Title ________________
Name _____________________________________________ Date ______________, 200_
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BOX B
SUBSTITUTE FORM W-9
(See Instruction 3 - Box B)
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The person signing this Letter of Transmittal hereby certifies the following to
the Purchasers under penalties of perjury:
(i) The TIN set forth in the signature box on the front of
this Letter of Transmittal is the correct TIN of the Shareholder, or if this box
[ ] is checked, the Shareholder has applied for a TIN. If the Shareholder has
applied for a TIN, a TIN has not been issued to the Shareholder, and either: (a)
the Shareholder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) the
Shareholder intends to mail or deliver an application in the near future (it
being understood that if the Shareholder does not provide a TIN to the
Purchasers within sixty (60) days, 31% of all reportable payments made to the
Shareholder thereafter will be withheld until a TIN is provided to the
Purchasers); and
(ii) Unless this box [ ] is checked, the Shareholder is not
subject to backup withholding either because the Shareholder: (a) is exempt from
backup withholding, (b) has not been notified by the IRS that the Shareholder is
subject to backup withholding as result of a failure to report all interest or
dividends, or (c) has been notified by the IRS that such Shareholder is no
longer subject to backup withholding.
Note: Place an "X" in the box in (ii) if you are unable to certify that the
Shareholder is not subject to backup withholding.
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BOX C
FIRPTA AFFIDAVIT
(See Instruction 3 - Box C)
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Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of shares of a Corporation if 50% or
more of the value of its gross assets consists of U.S. real property interests
and 90% or more of the value of its gross assets consists of U.S. real property
interests plus cash equivalents, and the holder of the shares is a foreign
person. To inform the Purchasers that no withholding is required with respect to
the Shareholder's interest in the Corporation, the person signing this Letter of
Transmittal hereby certifies the following under penalties of perjury:
(i) Unless this box [ ] is checked, the Shareholder, if an
individual, is a U.S. citizen or a resident alien for purposes of U.S. income
taxation, and if other than an individual, is not a foreign corporation, foreign
partnership, foreign estate, or foreign trust (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations); (ii) the Shareholder's U.S.
social security number (for individuals) or employer identification number (for
non-individuals) is correctly printed in the signature box on the front of this
Letter of Transmittal; and (iii) the Shareholder's home address (for
individuals), or office address (for non-individuals), is correctly printed (or
corrected) on the front of this Letter of Transmittal. If a corporation, the
jurisdiction of incorporation is __________.
The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchasers and that any false
statements contained herein could be punished by fine, imprisonment, or both.
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BOX D
SUBSTITUTE FORM W-8
(See Instruction 4 - Box D)
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By checking this box [ ], the person signing this Letter of Transmittal hereby
certifies under penalties of perjury that the Shareholder is an "exempt foreign
person" for purposes of the backup withholding rules under the U.S. federal
income tax laws, because the Shareholder:
(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate, or trust;
(ii) If an individual, has not been and plans not to be present in the U.S.
for a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business that
has effectively connected gains from transactions with a broker or
barter exchange.
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Tender, Signature Requirements; Delivery. After carefully reading
and completing this Letter of Transmittal, in order to tender Shares a
Shareholder must sign at the "X" on the bottom of the first page of
this Letter of Transmittal and insert the Shareholder's correct
Taxpayer Identification Number or Social Security Number ("TIN") in
the space provided below the signature. The signature must correspond
exactly with the name printed (or corrected) on the front of this
Letter of Transmittal without any change whatsoever. If this Letter of
Transmittal is signed by the registered Shareholder of the Shares, a
Medallion signature guarantee on this Letter of Transmittal is
required. Similarly, if Shares are tendered for the account of a
member firm of a registered national security exchange, a member firm
of the National Association of Securities Dealers, Inc. or a
commercial bank, savings bank, credit union, savings and loan
association, or trust company having an office, branch or agency in
the United States (each an "Eligible Institution"), a Medallion
signature guarantee is required. In all other cases, signatures on
this Letter of Transmittal must be Medallion guaranteed by an eligible
institution, by completing the signature guarantee set forth in BOX A
of this Letter of Transmittal. If any tendered Shares are registered
in the names of two or more joint holders, all such holders must sign
this Letter of Transmittal. If this Letter of Transmittal is signed by
trustees, 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 must submit
proper evidence satisfactory to the Purchasers of their authority to
so act. For Shares to be validly tendered, a properly completed and
duly executed Letter of Transmittal, together with any required
signature guarantees in BOX A, and any other documents required by
this Letter of Transmittal, must be received by the Depositary prior
to or on the Expiration Date at its address or facsimile number set
forth on the front of this Letter of Transmittal. No alternative,
conditional or contingent tenders will be accepted. All tendering
Shareholders by execution of this Letter of Transmittal waive any
right to receive any notice of the acceptance of their tender.
2. Transfer Taxes. The Purchasers will pay or cause to be paid all
transfer taxes, if any, payable in respect of Shares accepted for
payment pursuant to the Offer.
3. U.S. Persons. A Shareholder who or which is a United States citizen
or resident alien individual, a domestic corporation, a domestic
partnership, a domestic trust, or a domestic estate (collectively
"United States persons") as those terms are defined in the Internal
Revenue Code and Income Tax Regulations, should complete the
following:
Box B - Substitute Form W-9. In order to avoid 31% federal income
tax backup withholding, the Shareholder must provide to the
Purchasers the Shareholder's correct Taxpayer Identification
Number or Social Security Number ("TIN") in the space provided
below the signature line and certify, under penalties of perjury,
that such Shareholder is not subject to such backup withholding.
The TIN that must be provided is that of the registered
Shareholder indicated on the front of this Letter of Transmittal.
If a correct TIN is not provided, penalties may be imposed by the
Internal Revenue Service ("IRS"), in addition to the Shareholder
being subject to backup withholding. Certain Shareholders
(including, among others, all corporations) are not subject to
backup withholding. Backup withholding is not an additional tax.
If withholding results in an overpayment of taxes, a refund may
be obtained from the IRS.
Box C - FIRPTA Affidavit. To avoid potential withholding of tax
pursuant to Section 1445 of the Internal Revenue Code, each
Shareholder who or which is a United States Person (as defined
Instruction 3 above) must certify, under penalties of perjury,
the Shareholder's TIN and address, and that the Shareholder is
not a foreign person. Tax withheld under Section 1445 of the
Internal Revenue Code is not an additional tax. If withholding
results in an overpayment of tax, a refund may be obtained from
the IRS.
4. Foreign Persons. In order for a Shareholder who is a foreign person
(i.e., not a United States Person as defined in 3 above) to qualify as
exempt from 31% backup withholding, such foreign Shareholder must
certify, under penalties of perjury, the statement in BOX D of this
Letter of Transmittal attesting to that foreign person's status by
checking the box preceding such statement. However, such person will
be subject to withholding of tax under Section 1445 of the Code.
5. Additional Copies of Offer to Purchase and Letter of Transmittal.
Requests for assistance or additional copies of the Offer to Purchase
and this Letter of Transmittal may be obtained from the Purchasers by
calling 800-854-8357.
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