EXHIBIT (a)(1)(B)
LETTER OF TRANSMITTAL TO TENDER OPTIONS IN EXCHANGE FOR NEW OPTIONS UNDER THE
EIP PURSUANT TO THE OFFER TO EXCHANGE DATED SEPTEMBER 17, 2001
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN DAYLIGHT SAVINGS
TIME, ON FRIDAY, OCTOBER 19, 2001, UNLESS MERCATOR EXTENDS THE OFFER.
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To: Mercator Software, Inc.
45 Danbury Road
Wilton, Connecticut 06897-0840
Attn: Linda Austin
Telephone: (203) 563-1260.
Facsimile: (203) 761-8537.
Pursuant to the terms and subject to the conditions of the Offer to Exchange
dated September 17, 2001and this Letter of Transmittal, I hereby tender the
following options to purchase shares of Common Stock, par value $.01 per share
("Option Shares"), of Mercator Software, Inc. (the "Company") outstanding under
the Company's 1997 Equity Incentive Plan (the "EIP") (to validly tender such
options you must complete the following table according to Instructions 3 and 4
attached to this Letter of Transmittal):
Number of Option Shares Subject to Grant Date of Option Exercise Price of
Option to be Tendered/(1)(2) to be Tendered Option to be Tendered
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(1) List each option that you wish to tender, along with each subsequently
issued option with an exercise price that is lower than the exercise price of
the option you wish to tender that you received within the six months
immediately prior to October 19, 2001, the date the Company expects to accept
the tendered options. See Instruction 4.
(2) List each option on a separate line even if more than one option was
issued on the same grant date.
Upon the terms and subject to the conditions set forth in the Offer to
Exchange dated September 17, 2001 (the "Offer to Exchange") and in this Letter
of Transmittal (this "Letter" and, together with the Offer to Exchange, as they
may be amended or supplemented from time to time, the "Offer"), I hereby tender
to the Company the options to purchase Option Shares specified in the table on
page 1 of this Letter (the "Tendered Options") in exchange for new options to
purchase one-half of the option shares subject to the Tendered Options that the
Company accepts for exchange (the "New Options"). Subject to, and effective
upon, the Company's acceptance for exchange of the Tendered Options 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), I hereby sell, assign and transfer to, or upon the
order of, the Company all right, title and interest in and to the Tendered
Options.
I hereby represent and warrant that I have full power and authority to tender
the Tendered Options and that, when and to the extent the Tendered Options are
accepted for exchange by the Company, the Tendered Options will be free and
clear of all security interests, liens, restrictions, charges, encumbrances,
conditional sales agreements or other obligations relating to the sale or
transfer thereof (other than pursuant to the applicable option agreement) and
the Tendered Options will not be subject to any adverse claims.
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Upon request, I will execute and deliver any additional documents deemed by the
Company to be necessary or desirable to complete the exchange of the Tendered
Options pursuant to the Offer.
The name of the registered holder of the Tendered Options appears below
exactly as it appears on the option agreement or agreements representing the
Tendered Options. In the appropriate boxes of the table on page 1 of this
Letter, I have listed for each Tendered Option the total number of option shares
subject to the Tendered Option, the grant date of the Tendered Option and the
exercise price.
I understand and acknowledge that:
(1) I may tender all or some of the options I currently hold pursuant to the
Offer, and if I choose to tender an option, I must tender, and will be deemed to
have tendered, the whole option (no partial tender of options) and any
subsequently issued option with an exercise price that is lower than the
exercise price for the Tendered Option that I received within the six months
immediately prior to the date the Company accepts the Tendered Option for
exchange.
(2) The Company will not issue any New Options exercisable for fractional
shares. Instead, the Company will round down to the nearest whole number (e.g.,
if a Tendered Option that the Company accepts for exchange is exercisable for
2,017 shares, the Company will issue a New Options exercisable for 1,008
shares).
(3) All Tendered Options properly tendered prior to 5:00 P.M., Eastern
Daylight Savings time, on Friday, October 19, 2001, unless the Company has
extended the period of time the Offer will remain open (the "Expiration Date"),
and not properly withdrawn will be exchanged for New Options, upon the terms and
subject to the conditions of the Offer, including the conditions described in
Sections 1 and 6 of the Offer to Exchange.
(4) Upon the Company's acceptance of the Tendered Options for exchange, this
Letter will constitute an amendment to the option agreement or agreements to
which the Tendered Options are subject. All New Options will be subject to the
terms and conditions of the Plan and the terms of a new option agreement between
the Company and me, a copy of which I will receive after the New Options are
granted.
(5) The New Options will not be granted until on or about the first business
day that is at least six months and one day after the date the Company accepts
for exchange and cancels the Tendered Options and will have an exercise price
equal to the fair market value of the Company's Common Stock on that grant date.
(6) I must be an employee of the Company or one of its subsidiaries from the
date I tender the Tendered Options through the date the New Options are granted
in order to receive the New Options, and, if for any reason I do not remain an
employee, I will not receive any New Options or any other consideration for the
Tendered Options.
(7) By tendering the Tendered Options pursuant to the procedure described in
Section 3 of the Offer to Exchange and in the instructions to this Letter, I
accept the terms and conditions of the Offer. The Company's acceptance for
exchange of the Tendered Options will constitute a binding agreement between the
Company and me upon the terms and subject to the conditions of the Offer.
(8) Under certain circumstances set forth in the Offer to Exchange, the
Company may terminate or amend the Offer and postpone its acceptance and
cancellation of any Tendered Options, and in any such event, the Tendered
Options delivered herewith but not accepted for exchange will be returned to me
at the address indicated below.
(9) All options that I choose not to tender for exchange or that are not
accepted for exchange, assuming they are not required to be tendered for
exchange and canceled in accordance with the "six month look-back" described in
clause (1) above, shall remain outstanding and retain their current exercise
price and vesting schedule.
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(10) The Company has advised me to consult with my own advisors as to the
consequences of participating or not participating in the Offer.
(11) I have read, understand and agree to all of the terms and conditions of
the Offer.
All authority herein conferred or agreed to be conferred shall not be affected
by, and shall survive, my death or incapacity, and all of my obligations
hereunder shall be binding upon my heirs, personal representatives, successors
and assigns. Except as stated in the Offer, this tender is irrevocable.
The Offer is not being made to (nor will Tendered 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.
You must complete and sign the following exactly as your name appears on the
option agreement or agreements evidencing the options listed above. If the
signature is by a trustee, executor, administrator, guardian, attorney-in-fact
or another person acting in a fiduciary or representative capacity, please set
forth the signer's full title and include with this Letter of Transmittal proper
evidence of the authority of such person to act in such capacity. See
Instructions 1 and 5.
Signature:_______________________ Date:_______________________
Name:____________________________ Address:____________________
Capacity:________________________ ____________________________
Tax ID/SSN:______________________ Telephone No.: _____________
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INSTRUCTIONS
THESE INSTRUCTIONS FORM PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Letter of Transmittal. The Letter, properly completed and
duly executed, and any other documents required by this Letter, must be received
by the Company at its address or facsimile number set forth on the front cover
of this Letter on or before the Expiration Date. The Company will not accept
any alternative or contingent tenders. By execution of this Letter, you waive
any right to receive any notice of the acceptance of the Tendered Options,
except as provided in the Offer to Exchange.
DELIVERY OF THIS LETTER TO AN ADDRESS OTHER THAN AS SET FORTH ON PAGE 1 OF
THIS LETTER OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ON
PAGE 1 OF THIS LETTER WILL NOT CONSTITUTE A VALID DELIVERY.
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 THE
COMPANY. IF YOU ELECT TO DELIVER YOUR DOCUMENTS BY MAIL, THE COMPANY 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. EMAIL DELIVERY WILL NOT BE ACCEPTED.
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2. Withdrawal of Tendered Options. Tenders of Tendered Options made pursuant
to the Offer may be withdrawn at any time prior to the Expiration Date. If the
Offer is extended by the Company beyond that time, you may withdraw the Tendered
Options at any time until the extended expiration of the Offer. In addition,
unless the Company accepts the Tendered Options before 5:00 P.M., Eastern
Daylight Savings time, on October 19, 2001, you may withdraw the Tendered
Options at any time after 5:00 P.M., Eastern Daylight Savings time, on October
19, 2001. Because the Company is not accepting partial tender of an individual
option grant, you may only withdraw a Tendered Option for all or none of the
option shares subject to such Tendered Option. To withdraw Tendered Options,
you must deliver a written notice of withdrawal with the required information to
the Company while you still have the right to withdraw the Tendered Options.
Withdrawals may not be rescinded and any Tendered Options withdrawn will
thereafter be deemed not properly tendered for purposes of the Offer unless such
withdrawn Tendered Options are properly re-tendered prior to the Expiration Date
by following the procedures described above.
3. Inadequate Space. If the space provided in the table on page 1 of this
Letter is inadequate, the information requested should be provided on a separate
schedule attached to this Letter.
4. Tenders. If you intend to tender options pursuant the Offer, you must
complete the table on page 1 of this Letter by providing the number of Option
Shares subject to each Tendered Option, the grant date of each Tendered Option
and the exercise price of each Tendered Option. You may tender some, all or none
of your options for exchange. However, if you tender an option, you must tender
the full option and you must tender all subsequent options with a lower exercise
price that you received during the six months immediately prior to the date we
accept options for exchange. See Section 5 of the Offer to Exchange for a more
detailed explanation of these requirements.
5. Signatures on this 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, enlargement or any change whatsoever.
If this Letter is signed by a trustee, executor, administrator, guardian,
attorney-in-fact or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Company of the authority of such person so to act must be
submitted with this Letter.
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6. 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 Linda Austin at the address given on
page 1 of this Letter or via telephone at (203) 563-1260 or via facsimile at
(203) 761-8537. The Company will promptly furnish copies at its expense.
7. Irregularities. All questions as to the number of Option Shares subject to
Tendered Options to be accepted for exchange, and the validity, form,
eligibility (including time of receipt) and acceptance for exchange of any
Tendered Options will be determined by the Company in its discretion, which
determinations shall be final and binding on all parties. The Company reserves
the right to reject any or all Tendered Options the Company determines not to be
in proper form or the acceptance of which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the right to waive any of the
conditions of the Offer and any defect or irregularity in the tender of any
particular Tendered Options, and the Company's interpretation of the terms of
the Offer (including these instructions) will be final and binding on all
parties. No tender of Tendered Options will be deemed to be properly made until
all defects and irregularities have been cured or waived to the Company's
satisfaction. Unless waived, any defects or irregularities in connection with
tenders must be cured within such time as the Company shall determine. Neither
the Company nor any other person is or will be obligated to give notice of any
defects or irregularities in tenders, and no person will incur any liability for
failure to give any such notice.
8. Important Tax Information. You should carefully review Sections 8 and 13
of the Offer to Exchange, which contains important tax information.
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