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EXHIBIT (a)(3)
Notice of Guaranteed Delivery
for
Tender of Shares of Common Stock
of
CSI Computer Specialists, Inc.
by
Interactive Systems, Inc.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery (or one substantially in the form
hereof) must be used to accept the Offer (as defined herein) if (a) certificates
representing shares of Common Stock, par value $0.001 per share (the "Common
Shares"), of CSI Computer Specialists, Inc., a Delaware corporation ("Share
Certificates"), are not immediately available; (b) time will not permit all
required documents to reach Continental Stock Transfer & Trust Company (the
"Depositary"), on or prior to the Expiration Date (as defined in the Offer to
Purchase) of the Offer; or (c) the procedure for book-entry transfer, as set
forth in the Offer to Purchase, cannot be completed on a timely basis. This
Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted by
facsimile transmission to the Depositary. See Section 3, "Procedures for
Accepting the Offer and Tendering Shares," of the Offer to Purchase.
The Depositary for the Offer is
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By Mail: By Hand: By Overnight Courier:
Reorganization Department Reorganization Department Reorganization Department
2 Broadway, 19th Floor 2 Broadway, 19th Floor 2 Broadway, 19th Floor
New York, NY 10004 New York, NY 10004 New York, NY 10004
Facsimile Transmission Number:
(212) 509-5150
Confirm Receipt of Facsimile by Telephone:
(212) 845-3226
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER
THAN AS LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX IN THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Interactive Systems, Inc., a Virginia
corporation, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated April 26, 2000 (the "Offer to Purchase"), and the related
letter of transmittal (the "Letter of Transmittal," which together with the
Offer to Purchase, as amended or supplemented from time to time, collectively
constitute the "Offer"), receipt of each of which is hereby acknowledged, the
number of Common Shares indicated below pursuant to the guaranteed delivery
procedures set forth in Section 3, "Procedures for Accepting the Offer and
Tendering Shares," of the Offer to Purchase:
Signature(s)
Name(s)
(Please Type or Print)
Address
Zip Code
Area Code and Tel. No(s).
Number of Common Shares
Certificate Nos. (If Available)
(Check box if Common Shares will be tendered by book-entry
transfer) The Depository Trust Company
Dated
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GUARANTEE
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(NOT TO BE USED FOR SIGNATURE GUARANTEE)
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The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program (an "Eligible Institution"), hereby guarantees delivery
to the Depositary, at its address set forth above, of Share Certificates
tendered hereby in proper form for transfer, or confirmation of the book-entry
transfer of Common Shares into the Depositary's account at The Depository Trust
Company, in either case together with delivery of a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantee, or an Agent's Message (as defined in the Offer to
Purchase), and any other documents required by the Letter of Transmittal, within
three trading days after the date of execution of this Notice of Guaranteed
Delivery.
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The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and Share
Certificates to the Depositary within the time period indicated herein. Failure
to do so may result in financial loss to such Eligible Institution.
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Name of Firm
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Authorized Signature
Name
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(Please Type or Print)
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Title
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Address
Zip Code
Area Code and Tel. No.
Dated
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NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.