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EXHIBIT (a)(4)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
CSI Computer Specialists, Inc.
at
$1.00 Net Per Share
by
Interactive Systems, Inc.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON
TUESDAY, MAY 23, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We are asking you to contact your clients for whom you hold shares of
Common Stock, par value $0.001 per share (the "Common Shares"), of CSI Computer
Specialists, Inc., a Delaware corporation (the "Company"). Please bring to their
attention as promptly as possible the offer being made by Interactive Systems,
Inc. (the "Purchaser") to purchase all of the outstanding Common Shares at a
purchase price of $1.00 per Common Share, net to the seller in cash (less any
required withholding taxes), without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated April 26,
2000 (the "Offer to Purchase") and in 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") enclosed
herewith.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Common Shares registered in your name or in the name
of your nominee.
The Board of Directors of the Company has determined that, based on the
Company's current financial condition, its inability to obtain financing for its
operations, recent bid prices for the Common Shares on the OTC Bulletin Board
and the Company's current book value, the Offer is in the best interests of the
Company and its stockholders, and has voted to recommend to the Company
stockholders acceptance of the Offer. The Board of Directors of the Company
recommends that the Company's stockholders tender their Common Shares pursuant
to the Offer.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase, dated April 26, 2000.
2. The Letter of Transmittal for your use to tender Common Shares and for
the information of your clients. Facsimile copies of the Letter of
Transmittal may be used to tender Common Shares.
3. A printed form of letter which may be sent to your clients for whose
accounts you hold Common Shares registered in your name or in the name
of your nominee, with space provided for obtaining such clients'
instructions with regard to the Offer.
4. The Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if certificates for Common Shares ("Share Certificates") and all
other required documents are not immediately available or cannot be
delivered to Continental Stock Transfer & Trust Company (the
"Depositary") by the Expiration Date (as defined in the Offer to
Purchase) or if the procedure for book-entry transfer cannot be
completed by the Expiration Date.
5. A letter to stockholders from William F. Pershin, President of the
Company, accompanied by the Company's Solicitation/Recommendation
Statement on Schedule 14D-9.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
Your prompt action is requested. We urge you to contact your clients as
promptly as possible. Please note that the Offer and withdrawal rights will
expire at 5:00 P.M., Eastern Time, on Tuesday, May 23, 2000, unless the Offer is
extended.
In order to accept the Offer, a duly executed and properly completed Letter
of Transmittal and any required signature guarantees, or an Agent's Message (as
defined in the Offer to Purchase) in connection with a book-entry delivery of
Common Shares, and any other required documents should be sent to the Depositary
and either Share Certificates representing the tendered Common Shares should be
delivered to the Depositary, or Common Shares should be tendered by book-entry
transfer into the Depositary's account maintained at the Book Entry Transfer
Facility (as described in the Offer to Purchase), all in accordance with the
instructions set forth in the Offer.
If holders of Common Shares wish to tender, but it is impracticable for
them to forward their Share Certificates or other required documents on or prior
to the Expiration Date or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures specified in Section 3, "Procedures for Accepting the Offer and
Tendering Shares," of the Offer to Purchase.
The Purchaser will not pay any commissions or fees to any broker, dealer or
other person (other than the Depositary and the Information Agent) for
soliciting tenders of Common Shares pursuant to the Offer. The Purchaser will,
however, upon request, reimburse you for customary clerical and mailing expenses
incurred by you in forwarding any of the enclosed materials to your clients. The
Purchaser will pay or cause to be paid any stock transfer taxes payable on the
transfer of Common Shares to it, except as otherwise provided in Instruction 6
of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed material may be obtained from, the
Information Agent at its address and telephone number set forth on the back
cover of the Offer to Purchase.
Very truly yours,
Interactive Systems, Inc.
Nothing contained herein or in the enclosed documents shall constitute you
or any other person the agent of the Purchaser, the Company, the Depositary or
the Information Agent, or any affiliate of any of them, or authorize you or any
other person to make any statement or use any document on behalf of any of them
in connection with the Offer other than the enclosed documents and the
statements contained therein.