NOTICE OF REDEMPTION OF
REDEEMABLE CLASS B WARRANTS OF
X-CEED, INC.
January 22, 1999
(The redemption period expires at
5:00 P.M. (New York time) February 21, 1999)
CUSIP Number 983709122
Pursuant to the provision of that certain Warrant Agreement
dated as of October 31, 1988 between Trilling Medical Technologies, Inc., which
name was changed to Water-Jel Technologies, Inc. and subsequently to X-ceed,
Inc. ("X-ceed" or the "Company"), American Stock Transfer and Trust Company and
D.H. Blair Investment Banking Corp., successor-in-interest to D.H. Blair & Co.,
Inc., X-ceed is hereby notifying holders of the Redeemable Class B Warrants (the
"Class B Warrants") that it is redeeming all outstanding Class B Warrants. On
February 22, 1999, the Company will redeem and cancel all unexercised Class B
Warrants by paying to the holders thereof a redemption price of $.40 for each
Class B Warrant.
Should holders elect to redeem their Class B Warrants, the
holders must complete the enclosed Letter of Transmittal. (Failure to complete
the substitute Form W-9 in this Letter of Transmittal may result in withholding
tax.) The Warrant Certificate(s) together with the completed Letter of
Transmittal must be delivered to the Warrant Agent at the following address:
American Stock Transfer and Trust Co.
40 Wall Street, 46th Floor
New York, NY 10005
The Warrant Certificate(s) and completed Letter of Transmittal must be received
by American Stock Transfer and Trust Co. prior to 5:00 P.M. (New York time) on
February 21, 1999. The Warrant Agent will issue checks representing the
redemption price to those holders redeeming their Class B Warrants as soon as
practicable thereafter.
Alternatively, holders of the Class B Warrants may exercise
their right to purchase shares of the Company's Common Stock by paying to the
Company the exercise price of $6.00 multiplied by the number of Class B Warrants
being exercised prior to the end of business, 5:00 P.M. (New York time) on
February 21, 1999. Each Class B Warrant entitles the holder thereof to purchase
one (1) share of the Common Stock at $6.00 per share. It should be noted that
the closing bid price of the Company's Common Stock as traded on the NASDAQ
National Market (symbol "XCED") on January 21, 1999 was $10.75.
Holders seeking to exercise their Class B Warrants must
physically surrender their Class B Warrant Certificate(s) with the "Subscription
Section" completed on the rear of the Warrant Certificate(s) together with a
certified check or official bank check made payable to X-ceed, Inc. by delivery
to the Warrant Agent at the following address:
American Stock Transfer and Trust Co.
40 Wall Street, 46th Floor
New York, NY 10005
Physical surrender of the completed Warrant Certificate(s) and payment must be
received by American Stock Transfer and Trust Co. prior to 5:00 P.M. (New York
time) on February 21, 1999. The Warrant Agent will thereafter issue the
requisite number of shares of Common Stock to the name and address appearing
under the delivery instructions in the "Subscription Section."
In summary: Class B Warrant holders have three alternatives available to them:
1. Submit their Class B Warrants for redemption in accordance with the above
instructions.
2. Exercise their Class B Warrants in accordance with the above instructions.
3. Sell the Class B Warrants on the over-the-counter "Bulletin Board." The
Warrants trade under the symbol "XCEDW."
If no action is taken, the warrants shall expire at 5:00 P.M.
(New York time) on February 21, 1999.
You are strongly urged to consult your legal, financial and
investment advisors regarding this Notice of Redemption. You are also encouraged
to review the Company's most recent filings: (i) the annual report on Form 10-K
for the fiscal year ended August 31, 1998 and (ii) the quarterly report on Form
10-Q for the quarter ended November 30, 1998, both as filed with the Securities
and Exchange Commission. These reports are available online at www.xceed.com
under the section entitled "Investor Info" or "SEC Filings."
For a copy of the Company's prospectus and subsequent
amendments thereto or other reports, or for further information regarding the
redemption of the Company's Class B Warrants, please feel free to communicate
with Alex Alaminos, Shareholder Relations, at 201-507-8320.