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EX-(a)(1)(B)
LETTER OF TRANSMITTAL
TO TENDER OPTIONS
OF
FUTURELINK CORP.
PURSUANT TO THE
OFFER TO EXCHANGE DATED FEBRUARY 12, 2001
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
LOS ANGELES TIME, ON TUESDAY, MARCH 13, 2001,
UNLESS FUTURELINK CORP. EXTENDS THE OFFER.
To: FutureLink Corp.
2 South Pointe Drive
Lake Forest, CA 92630
Attn: Human Resources
Telephone: (949) 672-3000
Facsimile: (949) 672-3731
Pursuant to the terms and subject to the conditions of the Offer to
Exchange dated February 12, 2001 and this Letter of Transmittal, I hereby tender
by checking the box below all of my options to purchase shares of common stock,
par value $.0001 per share ("Option Shares"), of Futurelink Corp. (the
"Company") outstanding on or before January 31, 2001 granted to me under the
Company's Second Amended and Restated Stock Option Plan (the "Company's Plan"):
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By checking the box, the undersigned:
[ ] tenders all outstanding options to purchase Option Shares granted to
him or her on or before January 31, 2001 under the Company's Plan.
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You must complete and sign the following exactly as your name appears on
the option agreement or agreements evidencing the above options. 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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Upon the terms and subject to the conditions set forth in the Offer to
Exchange dated February 12, 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 all options to purchase Option Shares that I have been granted on or
before January 31, 2001 under the Company's Plan (the "Tendered Options") in
exchange for new options to purchase 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 all of 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.
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.
I understand and acknowledge that:
(1) I must tender, pursuant to the Offer, all of the outstanding
options which were granted to me on or before January 31, 2001 under the
Company's Plan and if I choose to tender my eligible options, I will be
deemed to have tendered all of my eligible options (no partial tender of
options).
(2) The Company will not issue any New Options exercisable for
fractional shares. Instead, the Company will round down to the nearest
whole number.
(3) All Tendered Options properly tendered prior to 5:00 P.M., Los
Angeles Time, on March 13, 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, the option agreement or agreements to which the Tendered Options
are subject will be deemed cancelled and terminated. 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.
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(9) If the Company is acquired during the period between the date of
the acceptance of the Tendered Options and the date the New Options are to
be granted, the acquiror may not be obligated to honor the Company's
original intent to issue the New Options and may choose not to do so. In
that case, I would lose all of my Tendered Options, including any options
that would have vested prior to such transaction.
(10) If any Tendered Options are not accepted for exchange, they shall
remain outstanding and retain their current exercise price and vesting
schedule.
(11) The Company has advised me to consult with my own advisors as to
the consequences of participating or not participating in the Offer.
(12) 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.
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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.
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., Los
Angeles Time, on March 13, 2001, you may withdraw the Tendered Options at any
time after 5:00 P.M., Los Angeles Time, on April 9, 2001. Because the Company is
not accepting partial tenders of an individual's options, you may only withdraw
all of your Tendered Options. 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
check the box on page 1 of this Letter. You must tender all of your options
granted to you on or before January 31, 2001 pursuant to the Company's Plan 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.
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 your benefits representative at
the address given on page 1 of this Letter. The Company will promptly furnish
copies at its expense.
7. Irregularities. All questions as to the number of 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
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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 9 and
14 of the Offer to Exchange, which contains important tax information.
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