EXHIBIT 99.01
Letter of Transmittal
To Exchange Each Outstanding Share of Common Stock
(Including the Associated Right to Purchase Preferred Stock)
of
LASER POWER CORPORATION
for
.052 Shares of Common Stock
of
II-VI INCORPORATED
and
$2.89 Net in Cash to the Seller
(Subject to Possible Adjustment as Described in the Prospectus)
Pursuant to the Prospectus
Dated August 7, 2000
The Offer and Withdrawal Rights will expire at 12:00 midnight,
Eastern time, on August 11, 2000, unless the offer is extended.
The Exchange Agent for the Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Mail, Hand Delivery or Overnight Courier:
40 Wall Street, 46th Floor
New York, New York 10005
Confirm Facsimile by
By Facsimilie: Telephone:
718-234-5001 718-921-8200
(For Eligible Institutions
Only) (For Confirmation Only)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE
EXCHANGE AGENT. YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW
AND COMPLETE THE SUBSTITUTE W-9 FORM PROVIDED BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used by stockholders of Laser Power
Corporation ("Laser Power") if certificates for Laser Power Shares (as defined
below) are to be forwarded herewith or, unless an Agent's Message (as defined
in Instruction 2 below) is utilized, if delivery of Laser Power Shares is to be
made by book-entry transfer to an account maintained by the Exchange Agent at
The Depository Trust Company (the "Book-Entry Transfer Facility"), pursuant to
the procedures set forth under "The Offer-Procedure for Tendering" in the
Prospectus. Laser Power stockholders who deliver Laser Power Shares by book-
entry transfer are referred to herein as "Book-Entry Stockholders" and Laser
Power stockholders who deliver certificates for Laser Power Shares are referred
to herein as "Certificate Stockholders."
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Stockholders whose certificates for Laser Power Shares are not immediately
available or who cannot deliver their certificates and all other documents
required hereby to the Exchange Agent on or prior to the expiration date (as
defined in the Prospectus, dated August 7, 2000 (the "Prospectus")), or who
cannot comply with the book-entry transfer procedures on a timely basis, may
nevertheless tender their Laser Power Shares according to the guaranteed
delivery procedures set forth under "The Offer-Guaranteed Delivery" in the
Prospectus. See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER
FACILITY WILL NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT FOR THIS OFFER (AS
DEFINED BELOW).
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
[_] CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE
TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ________________________________________
DTC Participant Number: _______________________________________________
Transaction Code Number: ______________________________________________
[_] CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Holder(s): ______________________________________
Window Ticket Number (if any) or DTC Participant Number: ______________
Date of Execution of Notice of Guaranteed Delivery: ___________________
Name of Institution that Guaranteed Delivery: _________________________
DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------
Name(s) and
Address(es) of
Registered
Holder(s)
(Please fill in,
if blank,
exactly as
name(s)
appear(s) on Share Certificate(s) and
Share Share(s) tendered
Certificates(s)) (Attach additional list if necessary)
- ---------------------------------------------------------------
Total Number
of Shares
Share Represented Number of
Certificate by Share Shares
Number(s)(1) Certificate(s)(1) Tendered(2)
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
Total Shares
- --------------------------------------------------------------------------------
(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, it will be assumed that all Laser Power
Shares represented by certificates delivered to the Exchange Agent
are being tendered hereby. See Instruction 4.
[_] CHECK HERE IF CERTIFICATES HAVE BEEN LOST, DESTROYED OR STOLEN. SEE
INSTRUCTION 11.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby delivers to II-VI Acquisition Corp. ("Purchaser"), a
wholly owned subsidiary of II-VI Incorporated ("II-VI"), a Pennsylvania
corporation the above-described shares of common stock, par value $0.001 per
share (the "Common Stock"), and the associated rights to purchase preferred
stock (the "Rights" and together with the Common Stock, the "Laser Power
Shares") of Laser Power Corporation, a Delaware corporation ("Laser Power"),
pursuant to Purchaser's offer to exchange .052 shares of common stock, no par
value per share, of II-VI ("II-VI Common Shares") plus $2.89 net to the seller
in cash, without interest thereon (subject to possible adjustment as described
in the Prospectus), for each outstanding Laser Power Share, upon the terms and
subject to the conditions set forth in the Prospectus and this Letter of
Transmittal (which, together with the Prospectus and any amendments or
supplements hereto or thereto, collectively constitute the "Offer"). Receipt of
the Offer is hereby acknowledged. Purchaser reserves the right to transfer or
assign, in whole or from time to time in part, to one or more of its affiliates
or subsidiaries, the right to purchase Laser Power Shares tendered pursuant to
the Offer. Unless the context otherwise requires and unless the Rights are
redeemed, all references to the Laser Power Shares shall include the associated
rights.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), subject
to, and effective upon, acceptance of the Laser Power Shares tendered herewith
in accordance with the terms of the Offer, the undersigned hereby sells,
assigns and transfers to, or upon the order of, Purchaser, all right, title and
interest in and to all of the Laser Power Shares that are being tendered hereby
(and any and all non-cash dividends, non-cash distributions, rights, other
Laser Power Shares or other securities issued or issuable in respect thereof on
or after August 11, 2000 (collectively, "Distributions")) and irrevocably
constitutes and appoints the Exchange Agent the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Laser Power Shares
(and all Distributions), with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver certificates for such Laser Power Shares (and any and all
Distributions), or transfer ownership of such Laser Power Shares (and any and
all Distributions) on the account books maintained by the Book-Entry Transfer
Facility, together, in any such case, with all accompanying evidences of
transfer and authenticity, to, or upon the order of Purchaser, (ii) present
such Laser Power Shares (and any and all Distributions) for transfer on the
books of Laser Power, and (iii) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Laser Power Shares (and any and all
Distributions), all in accordance with the terms of the Offer.
THE UNDERSIGNED UNDERSTANDS THAT STOCKHOLDERS WILL BE REQUIRED TO TENDER ONE
RIGHT FOR EACH SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF LASER POWER
SHARES.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Carl J. Johnson in his respective capacity as an employee of
Purchaser, and any individual who shall thereafter succeed to any such office
of Purchaser, and each of them, as the attorney-in-fact and proxy of the
undersigned, each with full power of substitution and resubstitution, to vote
at any annual or special meeting of Laser Power's stockholders or any
adjournment or postponement thereof or otherwise in such manner as each such
attorney-in-fact and proxy or his substitute shall in his sole discretion deem
proper with respect to, to execute any written consent concerning any matter as
each such attorney-in-fact and proxy or his substitute shall in his sole
discretion deem proper with respect to, and to otherwise act as each such
attorney-in-fact and proxy or his substitute shall in his sole discretion deem
proper with respect to, all of the Laser Power Shares (and any and all
Distributions) tendered hereby and accepted for exchange by II-VI. This
appointment will be effective if and when, and only to the extent that,
Purchaser accepts such Laser Power Shares for exchange pursuant to the Offer.
This power of attorney and proxy are irrevocable and are granted in
consideration of the acceptance for exchange of such Laser Power Shares in
accordance with the terms of the Offer. Such acceptance for exchange shall,
without further action, revoke any prior powers of attorney and proxies granted
by the undersigned at any time with
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respect to such Laser Power Shares (and any and all Distributions), and no
subsequent powers of attorney, proxies, consents or revocations may be given by
the undersigned with respect thereto (and, if given, will not be deemed
effective). Purchaser reserves the right to require that, in order for Laser
Power Shares (or other Distributions) to be deemed validly tendered,
immediately upon Purchaser's acceptance for exchange of such Laser Power
Shares, Purchaser or its designee must be able to exercise full voting, consent
and other rights with respect to such Laser Power Shares (and any and all
Distributions), including voting at any meeting of Laser Power's stockholders.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Laser Power Shares
tendered hereby and all Distributions, that the undersigned owns the Laser
Power Shares tendered hereby, and that when the same are accepted for exchange
by Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto and to all Distributions, free and clear of all liens, restrictions,
charges and encumbrances and the same will not be subject to any adverse
claims. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or Purchaser to be necessary or
desirable to complete the sale, assignment and transfer of the Laser Power
Shares tendered hereby and all Distributions. In addition, the undersigned
shall remit and transfer promptly to the Exchange Agent for the account of
Purchaser all Distributions in respect of the Laser Power Shares tendered
hereby, accompanied by appropriate documentation of transfer, and, pending such
remittance and transfer or appropriate assurance thereof, Purchaser shall be
entitled to all rights and privileges as owner of each such Distribution and
may choose not to exchange the Laser Power Shares tendered hereby or may reduce
from the total consideration due, the amount or value of such Distribution as
determined by Purchaser in its sole discretion.
The undersigned represents and warrants that the undersigned has read and
agrees to all the terms and conditions of the Offer. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of
the undersigned, and any obligation of the undersigned hereunder shall be
binding upon the heirs, executors, administrators, personal representatives,
trustees in bankruptcy, successors and assigns of the undersigned. Except as
stated in the Prospectus this tender is irrevocable.
The undersigned understands that the valid tender of Laser Power Shares
pursuant to any one of the procedures described in "The Offer--Procedure for
Tendering" of the Prospectus and in the Instructions hereto will constitute a
binding agreement between the undersigned and Purchaser upon the terms and
subject to the conditions of the Offer (and if the Offer is extended or
amended, the terms or conditions of any such extension or amendment). The
undersigned recognizes that under certain circumstances set forth in the
Prospectus, Purchaser may not be required to accept for exchange any of the
Laser Power Shares tendered hereby.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the II-VI Common Shares and a check for cash (including any cash in lieu
of fractional II-VI Common Shares), and return any certificates for Laser Power
Shares not tendered or not accepted for exchange in the name(s) of the
registered holder(s) appearing above under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the II-VI Common Shares and a check for cash (including any cash in
lieu of fractional II-VI Common Shares) and return any certificates for Laser
Power Shares not tendered or not accepted for exchange (and any accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing above under "Description of Shares Tendered." In the event that the
boxes entitled "Special Issuance Instructions" and "Special Delivery
Instructions" are both completed, please issue the II-VI Common Shares and a
check for cash (including any cash in lieu of fractional II-VI Common Shares),
and issue certificates for Laser Power Shares not so tendered or accepted, in
the name of, and deliver said certificates and return such certificates to, the
person or persons so indicated. Unless otherwise indicated herein in the box
entitled "Special Issuance Instructions," please credit any Laser Power Shares
tendered herewith by book-entry transfer that are not accepted for exchange by
crediting the account at the Book-Entry Transfer Facility designated above. The
undersigned recognizes that Purchaser has no obligation, pursuant to the
"Special Issuance Instructions," to transfer any Laser Power Shares from the
name of the registered holder thereof if Purchaser does not accept for exchange
any or all of the Laser Power Shares so tendered.
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 AND (See Instructions 1, 5, 6 AND
7) 7)
To be completed ONLY if the To be completed ONLY if
II-VI Common Shares and the certificates for the Laser
check for cash payable in the Power Shares not tendered or
Offer is to be issued in the not accepted for exchange and
name of someone other than the the II-VI Common Shares and the
undersigned, if certificates check for cash payable in the
for the Laser Power Shares not Offer is to be sent to someone
tendered or not accepted for other than the undersigned or
exchange are to be issued in to the undersigned at an
the name of someone other than address other than that shown
the undersigned or if Laser under "Description of Shares
Power Shares tendered hereby Tendered."
and delivered by book-entry
transfer that are not accepted
for exchange are to be returned
by credit to an account
maintained at a Book-Entry
Transfer Facility other than
the account indicated above.
Mail
[_] check
[_] certificate(s) to:
Name: __________________________
Issue
(Please Print)
[_] check
Address: _______________________
[_] certificate(s) to:
________________________________
(Include Zip Code)
Name: __________________________
(Please Print) Tax Identification or Social
Security Number ________________
Address: _______________________
(See Substitute Form W-9)
________________________________
(Include Zip Code)
Tax Identification or Social
Security Number ________________
(See Substitute Form W-9)
Credit the Shares tendered by
book-entry transfer that are
not accepted for exchange to
DTC to the account set forth
below:
________________________________
(Account Number)
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IMPORTANT
STOCKHOLDERS SIGN HERE
(Please Complete Substitute Form W-9 Below)
.............................................................
.............................................................
Signature(s) of Stockholders
Dated: ............................................... , 2000
Name(s)......................................................
.............................................................
(Please Print)
Capacity(full title).........................................
.............................................................
(See Instruction 5)
Address......................................................
.............................................................
(Include Zip Code)
Area Code and Telephone Number: .............................
Tax Identification or Social Security Number: ...............
(See Substitute Form W-9)
(Must be signed by registered holder(s) exactly as name(s)
appear(s) on Laser Power Share certificate(s) or on a
security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer
of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title and see
Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(If Required; See Instructions 1 and 5)
FOR USE BY ELIGIBLE INSTITUTIONS ONLY,
PLACE MEDALLION GUARANTEE IN SPACE BELOW
Name of Firm ................................................
Address .....................................................
(Include Zip Code)
Authorized Signature ........................................
Name(s) .....................................................
Area Code and Telephone Number ..............................
Dated: ............................................... , 2000
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) of Laser Power Shares (which term, for purposes of this
document, shall include any participant in the Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Laser Power
Shares) tendered herewith, unless such holder(s) has completed either the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions," or (b) if such Laser Power Shares are tendered for the account
of a firm which is a bank, broker, dealer, credit union, savings association or
other entity which is a member in good standing of a recognized Medallion
Program approved by the Securities Transfer Association Inc., including the
Securities Transfer Agent's Medallion Program (STAMP), the Stock Exchange
Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature
Program (MSP) or any other "eligible guarantor institution" (as defined in Rule
17Ad-15 under the Securities Exchange Act 1934, as amended)(each of the
foregoing, an "Eligible Institution"). In all other cases, all signatures on
this Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5 of this Letter of Transmittal.
2. Delivery of Letter of Transmittal and Shares; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed by stockholders of
Laser Power either if Laser Power Share certificates are to be forwarded to the
Exchange Agent or, unless an Agent's Message is utilized, if delivery of Laser
Power Shares is to be made by book-entry transfer pursuant to the procedures
set forth herein and in "The Offer--Procedure for Tendering" of the Prospectus.
For a stockholder to validly tender Laser Power Shares pursuant to the Offer,
either (a) a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof), together with any required signature
guarantees or an Agent's Message (in connection with book-entry transfer) and
any other required documents, must be received by the Exchange Agent at one of
its addresses set forth herein prior to the expiration date and either (i)
certificates for tendered Laser Power Shares must be received by the Exchange
Agent at one of such addresses prior to the expiration date or (ii) Laser Power
Shares must be delivered pursuant to the procedures for book-entry transfer set
forth herein and in "The Offer--Procedure for Tendering" of the Prospectus and
a Book-Entry Confirmation must be received by the Exchange Agent prior to the
expiration date or (b) the tendering stockholder must comply with the
guaranteed delivery procedures set forth herein and in "The Offer--Guaranteed
Delivery" of the Prospectus.
Stockholders whose certificates for Laser Power Shares are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent prior to the expiration date or who cannot
comply with the book-entry transfer procedures on a timely basis may tender
their Laser Power Shares by properly completing and duly executing the Notice
of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth
herein and in "The Offer--Guaranteed Delivery" of the Prospectus.
Pursuant to such guaranteed delivery procedures, (i) such tender must be
made by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Exchange Agent prior to the expiration date
and (iii) the certificates for all tendered Laser Power Shares, in proper form
for transfer (or a Book-Entry Confirmation with respect to all tendered Laser
Power Shares), together with a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof), with any required
signature guarantees, or, in the case of a book-entry transfer, an Agent's
Message, and any other required documents must be received by the Exchange
Agent within three (3) Nasdaq National Market trading days after the date of
execution of such Notice of Guaranteed Delivery.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Exchange Agent and forming a part of
a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility
has received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Laser Power Shares, that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that Purchaser may enforce such agreement against the participant.
7
The signatures on this Letter of Transmittal cover the Laser Power Shares
tendered hereby.
THE METHOD OF DELIVERY OF THE LASER POWER SHARES, THIS LETTER OF
TRANSMITTAL, THE CERTIFICATE(S) REPRESENTING LASER POWER SHARES AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER. THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Laser Power Shares will be purchased. All tendering stockholders, by
executing this Letter of Transmittal (or a manually signed facsimile thereof),
waive any right to receive any notice of acceptance of their Laser Power Shares
for exchange.
3. Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Laser Power Shares tendered and
the Share certificate numbers with respect to such Laser Power Shares should be
listed on a separate signed schedule attached hereto.
4. Partial Tenders. (Not applicable to stockholders who tender by Book-Entry
Transfer). If fewer than all the Laser Power Shares evidenced by any Share
certificate delivered to the Exchange Agent herewith are to be tendered hereby,
fill in the number of Laser Power Shares that are to be tendered in the box
entitled "Number of Shares Tendered." In any such case, new certificate(s) for
the remainder of the Laser Power Shares that were evidenced by the old
certificates will be sent to the registered holder, unless otherwise provided
in the appropriate box on this Letter of Transmittal, as soon as practicable
after the expiration date or the termination of the Offer. All Laser Power
Shares represented by certificates delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Laser
Power Shares tendered hereby, the signature(s) must correspond with the name(s)
as written on the face of the certificate(s) without alteration, enlargement or
any change whatsoever.
If any of the Laser Power Shares tendered hereby are held of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Laser Power Shares are registered in different names
on several certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any Share certificate or stock power 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, such person should so indicate when signing, and
proper evidence satisfactory to Purchaser of the authority of such person so to
act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Laser Power Shares listed and transmitted hereby, no endorsements of Share
certificates or separate stock powers are required unless payment or
certificates for Laser Power Shares not tendered or not accepted for exchange
are to be issued in the name of a person other than the registered holder(s).
Signatures on any such Share certificates or stock powers must be guaranteed by
an Eligible Institution.
8
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Laser Power Shares evidenced by certificates listed
and transmitted hereby, the Share certificates must be endorsed or accompanied
by appropriate stock powers, in either case signed exactly as the name(s) of
the registered holder(s) appear(s) on the Share certificates. Signature(s) on
any such Share certificates or stock powers must be guaranteed by an Eligible
Institution.
6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6,
Purchaser will pay or cause to be paid all stock transfer taxes with respect to
the transfer and sale of any Laser Power Shares to it or its order pursuant to
the Offer. If, however, delivery of the consideration in respect of the Offer
is to be made, or (in the circumstances where permitted hereby) if certificates
for Laser Power Shares not tendered or not accepted for exchange are to be
registered in the name of, any person other than the registered holder(s), or
if tendered certificates are registered in the name of any person other than
the person(s) signing this Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder(s) or such other
person) payable on account of the transfer to such other person will be
deducted from the overall consideration paid unless evidence satisfactory to
Purchaser of the payment of such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share certificates evidencing the
Laser Power Shares tendered hereby.
7. Special Issuance and Delivery Instructions. If certificates for II-VI
Common Shares and a check for cash (including any cash in lieu of fractional
II-VI Common Shares), and certificates for Laser Power Shares not accepted for
exchange or not tendered are to be issued in the name of and/or returned to, a
person other than the signer of this Letter of Transmittal or if a check is to
be sent, and/or such certificates are to be returned, to a person other than
the signer of this Letter of Transmittal, or to an address other than that
shown above, the appropriate boxes on this Letter of Transmittal should be
completed. Any stockholder(s) delivering Laser Power Shares by book-entry
transfer may request that Laser Power Shares not purchased be credited to such
account maintained at the Book-Entry Transfer Facility as such stockholder(s)
may designate in the box entitled "Special Issuance Instructions." If no such
instructions are given, any such Laser Power Shares not purchased will be
returned by crediting the account at the Book-Entry Transfer Facility
designated above as the account from which such Laser Power Shares were
delivered.
8. Requests for Assistance or Additional Copies. Questions and requests for
assistance or additional copies of the Prospectus, this Letter of Transmittal,
the Notice of Guaranteed Delivery and the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 may be directed to the
Information Agent or Dealer Manager at their respective address and phone
numbers set forth below, or from your broker, dealer, commercial bank, trust
company or other nominee.
9. Waiver of Conditions. Purchaser reserves the absolute right in its sole
discretion (subject to the merger agreement) to waive, at any time or from time
to time, any of the specified conditions of the Offer (other than the minimum
tender condition, the regulatory approvals condition and the conditions
relating to the absence of an injunction and the effectiveness of the
registration statement for the II-VI Common Shares to be issued in the Offer),
in whole or in part, in the case of any Laser Power Shares tendered.
10. Substitute Form W-9. The tendering stockholder is required to provide
the Exchange Agent with a correct Taxpayer Identification Number ("TIN"),
generally the stockholder's social security or federal employer identification
number, on the Substitute Form W-9 which is provided below, and to certify
whether the stockholder is subject to backup withholding of United States
federal income tax. If a tendering stockholder is subject to federal backup
withholding, the stockholder must cross out item (2) of the "Certification" box
of the Substitute Form W-9. Failure to provide the information on the
Substitute Form W-9 may subject the tendering stockholder to a $50 penalty
imposed by the Internal Revenue Service ("IRS") and a 31% federal backup
withholding tax on the payment of the purchase price. If the tendering
stockholder has not been issued a TIN and has applied for a number or intends
to apply for a number in the near future, the stockholder should
9
write "Applied For" in the space provided for the TIN in Part I, check the box
in Part III, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part I and the Exchange Agent is not provided with a TIN within 60
days of its receipt of the Substitute Form W-9, the Exchange Agent will
withhold 31% on all payment of the purchase price until a TIN is provided to
the Exchange Agent.
11. Lost, Destroyed or Stolen Share Certificates. If any certificate(s)
representing Laser Power Shares has been lost, destroyed or stolen, the
stockholder should promptly notify American Securities Transfer and Trust,
Inc., Laser Power's Transfer Agent, by checking the box under "Description of
Shares Tendered". The stockholder will then be instructed as to the steps that
must be taken in order to replace the Share certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Share certificates have been followed.
IMPORTANT:
THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE HEREOF) TOGETHER
WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY
TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED LASER POWER SHARES MUST BE RECEIVED BY THE EXCHANGE
AGENT OR LASER POWER SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR
BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE
TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a stockholder whose tendered
Laser Power Shares are accepted for payment is required to provide the Exchange
Agent (as payer) with such stockholder's correct social security number,
individual taxpayer identification number, or employer identification number
(each a Taxpayer Identification Number or a "TIN") on Substitute Form W-9
provided below. If such stockholder is an individual, the TIN is such person's
social security number. The TIN of a resident alien who does not have and is
not eligible to obtain a social security number is such person's IRS individual
taxpayer identification number. If a tendering stockholder is subject to
federal backup withholding, the stockholder must cross out item (2) of the
Certification box on the Substitute Form W-9. If the Exchange Agent is not
provided with the correct TIN, the stockholder may be subject to a $50 penalty
imposed by the IRS. In addition, payments that are made to such stockholder
with respect to Laser Power Shares purchased pursuant to the Offer may be
subject to federal backup withholding.
Certain stockholders (including, among others, all corporations and certain
non-United States individuals) are not subject to federal backup withholding.
In order for a non-United States individual to qualify as an exempt recipient,
that stockholder must submit to the Exchange Agent a properly completed IRS
Form W-8 or Form W-8BEN, signed under penalties of perjury, attesting to that
individual's exempt status. Such forms may be obtained from the Exchange Agent.
Exempt stockholders, other than non-United States individuals, should furnish
their TIN, write "EXEMPT" on the face of the Substitute Form W-9 below, and
sign, date and return the Substitute Form W-9 to the Exchange Agent. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.
If federal backup withholding applies, the Exchange Agent is required to
withhold 31% of any payments made to the stockholder. Federal backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS.
10
PURPOSE OF SUBSTITUTE FORM W-9
To prevent federal backup withholding on payments that are made to a
stockholder with respect to Laser Power Shares purchased pursuant to the Offer,
the stockholder is required to notify the Exchange Agent of such stockholder's
correct TIN by completing the Substitute Form W-9 below certifying that the TIN
provided on such form is correct (or that such stockholder is awaiting a TIN)
and that (i) such holder is exempt from federal backup withholding, (ii) such
holder has not been notified by the IRS that such holder is subject to federal
backup withholding as a result of a failure to report all interest or
dividends, or (iii) the IRS has notified such holder that such holder is no
longer subject to federal backup withholding (see Part 2 of Substitute Form W-
9).
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The stockholder is required to give the Exchange Agent the TIN of the record
owner of the Laser Power Shares. If the Laser Power Shares are in more than one
name or are not in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional guidelines on which number to report. If the tendering
stockholder has not been issued a TIN and has applied for a number or intends
to apply for a number in the near future, such stockholder should write
"Applied For" in the space provided for in the TIN in Part 1, check the box in
Part 3, and sign and date the Substitute Form W-9. If "Applied For" is written
in Part 1 and the Exchange Agent is not provided with a TIN within 60 days, the
Exchange Agent may withhold 31% on all payments of the purchase price until a
TIN is provided to the Exchange Agent.
11
PART 1--TAXPAYER PART 2--FOR PAYEES
SUBSTITUTE IDENTIFICATION NO.--FOR ALL EXEMPT FROM BACKUP
ACCOUNTS WITHHOLDING (SEE
ENCLOSED GUIDELINES)
--------------------------------------------------------
FORM W-9
ENTER YOUR TAXPAYER IDENTIFICATION ------------
DEPARTMENT OF NUMBER IN THE APPROPRIATE BOX. FOR Social Security
THE TREASURY MOST INDIVIDUALS AND SOLE Number
INTERNAL PROPRIETORS, THIS IS YOUR SOCIAL OR
REVENUE SECURITY NUMBER. FOR OTHER ENTITIES, ------------
SERVICE IT IS YOUR EMPLOYER IDENTIFICATION
PAYOR'S NO. IF YOU DO NOT HAVE A NUMBER, SEE
REQUEST FOR "HOW TO OBTAIN A TIN" IN THE ENCLOSED
TAXPAYER GUIDELINES.
IDENTIFICATION
NO. NOTE: IF THE ACCOUNT IS IN MORE THAN
ONE NAME, SEE THE CHART ON PAGE 2 OF
THE ENCLOSED GUIDELINES TO DETERMINE
WHAT NUMBER TO ENTER. Employee
Identification
Number
--------------------------------------------------------
PART 2--CERTIFICATION--UNDER PART 3
PENALTIES OF PERJURY, I CERTIFY THAT: AWAITING TIN [_]
(1) THE NUMBER SHOWN ON THIS FORM IS ----------------
MY CORRECT TAXPAYER
IDENTIFICATION NUMBER (OR I AM
WAITING FOR A NUMBER TO BE ISSUED
TO ME);
PART 4
EXEMPT TIN [_]
(2) I AM NOT SUBJECT TO BACKUP
WITHHOLDING EITHER BECAUSE (A) I
AM EXEMPT FROM BACKUP
WITHHOLDING, OR (B) I HAVE NOT
BEEN NOTIFIED BY THE INTERNAL
REVENUE SERVICE ("IRS") THAT I AM
SUBJECT TO BACKUP WITHHOLDING AS
A RESULT OF A FAILURE TO REPORT
ALL INTEREST OR DIVIDENDS, OR (C)
THE IRS HAS NOTIFIED ME THAT I AM
NO LONGER SUBJECT TO BACKUP
WITHHOLDING; AND
(3) ANY INFORMATION PROVIDED ON THIS
FORM IS TRUE, CORRECT AND
COMPLETE.
--------------------------------------------------------
CERTIFICATION INSTRUCTIONS--YOU MUST CROSS OUT ITEM
(2) IN PART 2 ABOVE IF YOU HAVE BEEN NOTIFIED BY THE
IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BE-
CAUSE OF UNDER-REPORTING INTEREST OR DIVIDENDS ON
YOUR TAX RETURN. HOWEVER, IF AFTER BEING NOTIFIED BY
THE IRS THAT YOU WERE SUBJECT TO BACKUP WITHHOLDING
YOU RECEIVED ANOTHER NOTIFICATION FROM THE IRS STAT-
ING THAT YOU ARE NO LONGER SUBJECT TO BACKUP WITH-
HOLDING, DO NOT CROSS OUT SUCH ITEM (2).
- -------------------------------------------------------------------------------
SIGNATURE:_______________________________ DATE:_____________________, 2000
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3
OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER
HAS NOT BEEN ISSUED TO ME, AND EITHER (A) I HAVE MAILED OR DELIVERED AN
APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE
INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE OR
(B) I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I
UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION NUMBER WITHIN
SIXTY (60) DAYS, 31% PERCENT OF ALL REPORTABLE PAYMENTS MADE TO ME WILL BE
WITHHELD UNTIL I PROVIDE A NUMBER.
SIGNATURE ________________________________________ DATE __________________
NAME (PLEASE PRINT) ______________________________
Any questions or requests for assistance or additional copies of the
Prospectus, this Letter of Transmittal and other tender offer materials may be
directed to the Information Agent or the Dealer Manager at their respective
telephone numbers and locations listed below. Holders of shares may also
contact their broker, dealer, commercial bank or trust company or other nominee
for assistance concerning the offer.
The Information Agent for the Offer is:
Morrow & Co., Inc.
445 Park Avenue, 5th Floor
New York, NY 10022
Call Collect: (212) 754-8000
Banks and Brokerage Firms please call: (800) 662-5200
Stockholders please call: (800) 566-9061
The Dealer Manager for the Offer is:
ING Barings LLC
55 East 52nd Street
New York, NY 10055