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EXHIBIT (a)(1)(v)
August 3, 2000
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
MOTORVAC TECHNOLOGIES, INC.
OFFER TO PURCHASE FOR CASH
UP TO 1,612,166 SHARES OF ITS COMMON STOCK
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., EASTERN TIME, ON FRIDAY, SEPTEMBER 15, 2000,
UNLESS THE OFFER IS EXTENDED.
We are enclosing the material listed below relating to the offer of
MotorVac Technologies, Inc., a Delaware corporation, to purchase up to 1,612,166
shares of its Common Stock, $0.01 par value (the "Shares"), at a price of $3.50
per Share (the "Purchase Price"), net to the seller in cash, upon the terms and
subject to the conditions set forth in the enclosed Offer to Purchase, dated
August 3, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which together constitute the "Offer"). MotorVac will purchase all
Shares validly tendered and not withdrawn, upon the terms and subject to the
conditions described in the Offer to Purchase.
The Purchase Price will be paid in cash, net to the seller, with respect to
all Shares purchased. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF
SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE
"THE OFFER -- SECTION 5. CERTAIN CONDITIONS OF THE OFFER" OF THE OFFER TO
PURCHASE.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. The Offer to Purchase, dated August 3, 2000.
2. The Letter of Transmittal for your use and for the information of your
clients, including Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withholding.
3. A letter to stockholders of the Company from the President of the
Company.
4. The Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (as defined in the Offer to Purchase)
or the procedures for book-entry transfer, as set forth in the Offer to
Purchase, cannot be completed by the Expiration Date.
5. A letter which may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee, with
space for obtaining such client's instructions with regard to the Offer.
For purposes of the Offer, the Company will be deemed to have accepted
tendered Shares for payment if and when the Company gives oral or written notice
to the Depositary of acceptance of the Shares for payment. In all cases, payment
for Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (a) certificates for Shares or timely
confirmation of a book-entry transfer of the Shares, if book-entry transfer is
available, into the Depositary's account at The Depository Trust Company
pursuant to the procedures set forth in "The Offer --
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To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
Page 2
Section 2. Procedure for Tendering Shares" of the Offer to Purchase, (b) the
Letter of Transmittal (or exact copy), properly completed and duly executed and
(c) any other documents required by the Letter of Transmittal.
The Company will not pay any fees or commissions to any broker or dealer or
other person (other than the Depositary as described in the Offer to Purchase)
in connection with the solicitation of tenders of Shares pursuant to the Offer.
However, the Company will, upon request, reimburse you for customary mailing and
handling expenses incurred by you in forwarding the enclosed materials to your
clients.
The Company will pay or cause to be paid any stock transfer taxes payable
on the transfer of shares to the Company, except as otherwise provided in
Instruction 6 of the enclosed Letter of Transmittal.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON
FRIDAY, SEPTEMBER 15, 2000, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or exact copy), with any required signature
guarantees, and any other required documents should be sent to the Depositary
and certificates representing the tendered Shares should be delivered, or the
Shares should be tendered by book-entry transfer, according to the instructions
set forth in the Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents prior to the expiration
of the Offer, they may tender by following the guaranteed delivery procedures
described in "The Offer -- Section 2. Procedure for Tendering Shares" of the
Offer to Purchase.
NEITHER MOTORVAC NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO YOU
AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES. YOU MUST MAKE
YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY
SHARES TO TENDER. WE HAVE BEEN ADVISED THAT NO CONTINUING DIRECTOR OR EXECUTIVE
OFFICER OF MOTORVAC INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. SEE
"SPECIAL FACTORS -- SECTION 3. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE
OFFER; PLANS OF THE COMPANY AFTER THE OFFER."
Any questions, requests for assistance or requests for additional copies of
the enclosed materials may be directed to the Company at the address and
telephone number set forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
U.S. STOCK TRANSFER CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF MOTORVAC, OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON
TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION
WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
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