Exhibit (a)(3)
PREDICTIVE SYSTEMS, INC.
OFFER TO EXCHANGE OPTIONS
ELECTION FORM
(for use by employees subject to the tax laws of the Netherlands)
This Election Form is for use by employees subject to the tax laws of
the Netherlands. Before signing this Election Form, please make sure you have
received, read and understand (i) the Offer to Exchange Certain Outstanding
Options for New Options (the "Offer to Exchange"); (ii) the memorandum from
Andrew Zimmerman, Chief Executive Officer of Predictive Systems, Inc., dated
September 19, 2002; (iii) this Election Form; and (iv) the Notice to Withdraw
from the Offer (together, as they may be amended from time to time, constituting
the "Offer"), offering to eligible employees who hold eligible stock options the
opportunity to exchange these outstanding stock options ("Old Options") for
options exercisable at either (1) the lesser of $0.24 or the fair market value
of Predictive's common stock on October 18, 2002 or (2) the fair market value of
Predictive's common stock on October 18, 2002, to be issued under the Predictive
Systems, Inc. 1999 Stock Incentive Plan, as amended. This offer expires at
midnight, Eastern Time on October 17, 2002. PLEASE FOLLOW THE INSTRUCTIONS
ATTACHED TO THIS FORM.
In accordance with the terms set forth in the Offer to Exchange, I
understand that if I elect to tender my Old Options for cancellation in exchange
for a new option (the "New Option"), I will have to tender all of my options
with an exercise price at or above $0.80 per share, including any options with
an exercise price of $1.55, $2.90 or $17.75 per share (the "Regranted Options"),
even though I will not receive any new options in exchange for these Regranted
Options. I will receive a New Option to purchase one (1) share of Predictive
common stock for every (1) one share covered by an Old Option that I elect to
exchange and that is not a Regranted Option. I understand that my New Options
will vest monthly over the 48 months beginning on the date they are granted, and
will be accelerated as detailed in the Offer to Exchange. I understand that for
each option I tender, I lose my right to all outstanding unexercised shares
under that option. I understand that in order to have my options cancelled and
to receive new options under this offer, I must be an employee on October 18,
2002. I AGREE TO ALL TERMS OF THE OFFER AS SET FORTH IN THE OFFER TO EXCHANGE.
Subject to the above understandings, I would like to participate in the
Offer as indicated below.
Please check the box and list the grant date of each stock option grant
with respect to which you agree to have such grant cancelled and replaced
pursuant to the terms of this Election Form.
You may withdraw your acceptance of the Offer by submitting a Notice to
Withdraw from the Offer prior to the cutoff date and time of midnight, Eastern
Time, October 17, 2002.
/ / No, I do not wish to tender any options for exchange.
/ / Yes, I wish to tender for exchange each of the options listed
below (and on any additional sheets which I have attached to this form). I
understand that if I wish to tender any of my options, this list will also
include all options I hold with an exercise price per share equal to or above
$0.80, including all of my Regranted Options (for which I will not receive new
options):
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Grant Number Grant Date Exercise Price Total Number of Unexercised Shares Subject to the Option
(Shares to Be Cancelled)
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/ / I have attached an additional sheet listing my name and any
additional grants I wish to cancel.
Please check the box indicating the exercise price that you wish to
apply to your New Option.
/ / I wish my New Option exercise price to be the lesser of $0.24 or
the fair market value of Predictive's common stock on October 18, 2002.
/ / I wish my New Option exercise price to be the fair market value of
Predictive's common stock on October 18, 2002.
I understand that all of these options will be irrevocably cancelled on October
18, 2002.
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Employee Signature Employee Workforce ID Number
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Employee Name (Please print) E-mail Address Date and Time
RETURN TO KRISTIN CHUBBUCK NO LATER THAN MIDNIGHT, EASTERN TIME
ON OCTOBER 17, 2002 VIA FACSIMILE AT (212) 719-5595 OR HAND DELIVERY
PREDICTIVE WILL SEND AN E-MAIL
CONFIRMATION WITHIN TWO (2) BUSINESS DAYS OF RECEIPT
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Election Form.
A properly completed and executed original of this Election Form (or a
facsimile of it) must be received by Kristin Chubbuck either via hand delivery
at Kristin Chubbuck, Predictive Systems, Inc., 19 West 44th Street, 9th Floor,
New York, NY 10036, or via facsimile (fax number: (212) 719-5595), on or before
midnight, Eastern Time on October 17, 2002 (the "Expiration Date").
The method by which you deliver any required documents is at your
discretion and risk, and the delivery will be deemed made only when actually
received by Predictive Systems, Inc. ("Predictive" or the "Company"). You may
hand deliver your Election Form to Kristin Chubbuck at Predictive Systems, Inc.,
19 West 44th Street, 9th Floor, New York, NY 10036, or you may fax it to Kristin
Chubbuck at the number listed on the first page of this Election Form and in the
paragraph above. In all cases, you should allow sufficient time to ensure timely
delivery. We intend to confirm the receipt of your Election Form within two (2)
business days; if you have not received such a confirmation of receipt, it is
your responsibility to ensure that your Election Form has been received by
Kristin Chubbuck.
A confirmation of receipt is not by itself an acceptance of your
options for exchange. For purposes of the offer, we will be deemed to have
accepted your options for exchange that are validly tendered and not properly
withdrawn as of when we give oral or written notice to Kristin Chubbuck, or to
the option holders generally of our acceptance for exchange of such options,
which notice may be made by press release or via e-mail.
2. Withdrawal.
Tenders of options made through the Offer may be withdrawn at any time
before the Expiration Date. If the Company extends the Offer beyond that time,
you may withdraw your tendered options at any time until the extended expiration
of the Offer. In addition, although the Company currently intends to accept your
validly tendered options promptly after the expiration of the Offer, unless the
Company accepts your tendered options before midnight, Eastern Time, on November
15, 2002, you may withdraw your tendered options at any time after November 15,
2002. To withdraw tendered options you must hand deliver or fax (fax number:
(212) 719-5595) a signed and dated Notice to Withdraw from the Offer, with the
required information, to Kristin Chubbuck while you still have the right to
withdraw the tendered options. Withdrawals may not be rescinded and any eligible
options withdrawn will thereafter be deemed not properly tendered for purposes
of the Offer unless the withdrawn options are properly re-tendered before the
Expiration Date by delivery of a new Election Form following the procedures
described in these Instructions. Upon the receipt of such a new, properly filled
out, signed and dated Election Form, any previously submitted Election Form or
Notice to Withdraw from the Offer will be disregarded and will be considered
replaced in full by the new Election Form.
If you desire to change your decision with regards to the exercise
price of your new option after submitting an Election Form but prior to the
Expiration Date, you must submit a Notice to Withdraw from the Offer and then
submit a new Election Form, indicating your revised choice of exercise price,
prior to the Expiration Date.
The Company will not accept any alternative, conditional or contingent
tenders. Although it is our intent to send you a confirmation of receipt of this
Election Form, by signing this Election Form (or a facsimile of it), you waive
any right to receive any notice of the receipt of the tender of your options,
except as provided for in the Offer to Exchange. Any confirmation of receipt
sent to you will merely be a notification that we have received your Election
Form and does not mean that your options have been cancelled. Your options that
are accepted for exchange will be cancelled and your new options will be granted
on October 18, 2002, which is the first business day following the expiration of
the Offer.
3. Inadequate Space.
If the space provided in this Election Form is inadequate, the
information requested by the table on this Election Form regarding the options
to be tendered should be provided on a separate schedule attached to this
Election Form. Print your name on this schedule and sign it. The schedule should
be delivered with the Election Form, and will thereby be considered part of this
Election Form.
4. Tenders.
If you intend to tender options through the Offer, you must complete
the table on this Election Form by providing the following information for each
option that you intend to tender:
o grant number,
o grant date,
o exercise price, and
o the total number of unexercised option shares subject the option.
In addition, you must indicate whether you wish to have the exercise
price of your New Option be (1) the lesser of $0.24 or the fair market value of
Predictive's common stock on October 18, 2002 or (2) the fair market value of
Predictive's common stock on October 18, 2002.
As more fully set forth in the Offer to Exchange, the Company will not
accept partial tenders of options. Accordingly, you may tender all or none of
the unexercised shares subject to the eligible options you decide to tender.
Please remember that you may not pick and choose which options you tender. If
you participate in this offer at all, you must tender all options with an
exercise price equal to or greater than $0.80 per share. Please also remember
that you will receive no options in exchange for the options with an exercise
price of $1.55, $2.90 or $17.75 per share, but they must also be tendered as a
condition of participation in this offer.
These Instructions constitute part of the Election Form, and as such
form part of the terms and conditions of the offer.
5. Signatures on This Election Form.
If this Election Form is signed by the holder of the Old Options, the
signature must correspond with the name as written on the face of the option
agreement or agreements to which the options are subject without alteration,
enlargement or any change whatsoever. If your name has been legally changed
since your option agreement was signed, please submit proof of the legal name
change.
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If this Election Form is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, that person should so indicate when
signing, and proper evidence satisfactory to the Company of the authority of
that person to act in that capacity must be submitted with this Election Form.
6. Other Information on This Election Form.
In addition to signing this Election Form, you must print your name and
indicate the date and time at which you signed. You must also include a current
e-mail address and your employee workforce identification number.
7. 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 Election Form may be directed
to Kristin Chubbuck, at Predictive Systems, Inc., 19 West 44th Street, 9th
Floor, New York, NY 10036, telephone number (212) 719-5595. Copies will be
furnished promptly at the Company's expense.
8. Irregularities.
All questions as to the number of option shares subject to options to
be accepted for exchange, and the validity, form, eligibility (including time of
receipt) and acceptance for exchange of any tender of options will be determined
by the Company in its discretion. The Company's determinations shall be final
and binding on all parties. The Company reserves the right to reject any or all
tenders of 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 options, and the
Company's interpretation of the terms of the Offer (including these
Instructions) will be final and binding on all parties. No tender of options
will be deemed to be properly made until all defects and irregularities have
been cured or waived. 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.
Important: The Election Form (or a facsimile copy of it) must be
received by Kristin Chubbuck, on or before midnight Eastern Time on October 17,
2002.
9. Additional Documents to Read.
You should be sure to read the Offer to Exchange, all documents
referenced therein, and the memorandum from Andrew Zimmerman, Chief Executive
Officer of the Company, dated September 19, 2002, before deciding to participate
in the Offer.
10. Important Tax Information.
If you are subject to taxes in the United States, you should refer to
Section 14 of the Offer to Exchange, which contains important U.S. federal
income tax information. If you are subject to the taxes of Germany, the United
Kingdom or the Netherlands, you should refer to Sections 15 through 17 of the
Offer to Exchange, as appropriate, which contain important tax information which
may apply to you.
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11. Miscellaneous.
A. Data Privacy. By accepting the Offer, you hereby explicitly and
unambiguously consent to the collection, use and transfer, in electronic or
other form, of your personal data as described in this document by and among, as
applicable, Predictive Systems, Inc. and/or any affiliate for the exclusive
purpose of implementing, administering and managing your participation in the
Offer.
You understand that Predictive Systems, Inc. and/or any affiliate may
hold certain personal information about you, including, but not limited to, your
name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any shares of
stock or directorships held in the Company, details of all options or any other
entitlement to shares of stock awarded, cancelled, exercised, vested, unvested
or outstanding in your favor, for the purpose of implementing, administering and
managing the stock option plan and this Offer ("Data"). You understand that Data
may be transferred to any third parties assisting in the implementation,
administration and management of the Offer, that these recipients may be located
in your country, or elsewhere, and that the recipient's country may have
different data privacy laws and protections than in your country. You authorize
the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing your participation in the stock option plans and this Offer. You
understand that Data will be held only as long as is necessary to implement,
administer and manage your participation in the stock option plans and this
Offer. You understand that you may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary
amendments to Data or withdraw the consents herein by contacting in writing your
local human resources representative. You understand that withdrawal of consent
may affect your ability to participate in this Offer and exercise or realize
benefits from the stock option plans.
B. Acknowledgement and Waiver. By accepting this Offer, you acknowledge
that: (i) your acceptance of the Offer is voluntary; (ii) your acceptance of the
Offer shall not create a right to further employment with your employer and
shall not interfere with the ability of your employer to terminate your
employment relationship at any time with or without cause; (iii) no claim or
entitlement to compensation or damages arises from the termination or diminution
in value; (iv) the future value of Predictive shares is uncertain and cannot be
predicted with certainty; and (v) the Offer, the Old Options and the New Options
are not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments.
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