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EXHIBIT (a)(5)
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
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To Our Clients:
Enclosed for your consideration are 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") relating
to the offer by Interactive Systems, Inc., a Virginia corporation (the
"Purchaser"), to purchase all outstanding shares of Common Stock, par value
$0.001 per share (the "Common Shares"), of CSI Computer Specialists, Inc., a
Delaware corporation (the "Company"), 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. Holders of Common Shares whose certificates for such Common Shares (the
"Share Certificates") are not immediately available, or who cannot deliver their
Share Certificates and all other required documents to Continental Stock
Transfer & Trust Company (the "Depositary") on or prior to the Expiration Date
(as defined in the Offer to Purchase), or who cannot complete the procedures for
book-entry transfer on a timely basis, must tender their Common Shares according
to the guaranteed delivery procedures set forth in Section 3 of the Offer to
Purchase.
WE ARE THE HOLDER OF RECORD OF COMMON SHARES HELD BY US FOR YOUR ACCOUNT. A
TENDER OF SUCH COMMON SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER COMMON SHARES HELD BY
US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Common Shares held by us for your account
pursuant to the terms and conditions set forth in the Offer.
Please note the following:
1. The tender price is $1.00 per Common Share, net to you in cash, without
interest thereon, upon the terms and subject to the conditions set
forth in the Offer.
2. The Offer is being made for all outstanding Common Shares not already
owned by Donald C. Weymer, the Purchaser's founder, Chief Executive
Officer, President, a Director and 98% shareholder.
3. 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.
4. The Offer is subject to certain customary closing conditions set forth
in the Offer to Purchase. See Section 10, "Conditions of the Offer," of
the Offer to Purchase.
5. Any stock transfer taxes applicable to the sale of Common Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except
as otherwise provided in Instruction 6 of the Letter of Transmittal.
6. The Offer and withdrawal rights will expire at 5:00 P.M., Eastern Time,
on Tuesday, May 23, 2000, unless the Offer is extended.
7. Payment for Common Shares purchased pursuant to the Offer will
in all cases be made only after timely receipt by the Depositary
of (a) Share Certificates or timely confirmation of the
book-entry transfer of such Common Shares into the account
maintained by the Depositary at The Depository Trust Company,
pursuant to the procedures set forth in Section 3, "Procedures
for Accepting the Offer and Tendering Shares," of the Offer to
Purchase, (b) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature
guarantees or an Agent's Message (as defined in the Offer to
Purchase), in connection with a book-entry delivery, and (c) any
other documents required by the Letter of Transmittal.
Accordingly, payment may not be made to all tendering
stockholders at the same time, depending upon when Share
Certificates or confirmations of book-entry transfer of such
Common Shares into the Depositary's account at a Book-Entry
Transfer Facility are actually received by the Depositary.
If you wish to have us tender any or all of the Common Shares held by us
for your account, please so instruct us by completing, executing, detaching and
returning to us the instruction form set forth on the last page of this letter.
If you authorize the tender of your Common Shares, all such Common Shares will
be tendered unless otherwise specified on the last page of this letter. An
envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD
BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF
PRIOR TO THE EXPIRATION OF THE OFFER.
The Purchaser is not aware of any state where the making of the Offer is
prohibited by administrative or judicial action pursuant to any valid state
statute. If the Purchaser becomes aware of any valid state statute prohibiting
the making of the Offer or the acceptance of the Common Shares pursuant thereto,
the Purchaser will make a good faith effort to comply with such statute or seek
to have such statute declared inapplicable to the Offer. If, after such good
faith effort, the Purchaser cannot comply with such state statute, the Offer
will not be made to (nor will tenders be accepted from or on behalf of) holders
of Common Shares in such state.
Instructions With Respect to the Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
CSI Computer Specialists, Inc.
by
Interactive Systems, Inc.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase, dated April 26, 2000 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together with the Offer to Purchase constitute the
"Offer") in connection with the offer by Interactive Systems, Inc., a Virginia
corporation (the "Purchaser"), to purchase all outstanding shares of Common
Stock, par value $0.001 per share (the "Common Shares"), of CSI Computer
Specialists, Inc., a Delaware corporation, at a purchase price of $1.00 per
Common Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase.
This will instruct you to tender to the Purchaser the number of Common
Shares indicated below (or if no number is indicated below, all Common Shares)
which are held by you for the account of the undersigned, upon the terms and
subject to the conditions set forth in the Offer.
Number of Common Shares
to Be Tendered: Common Shares*
SIGN HERE
Signature(s)
Please print name(s)
Address
Area Code & Telephone Number
Tax Identification and
Social Security Number(s)
* Unless otherwise indicated, it will be assumed that all Common Shares held
by us for your account are to be tendered.