Attached files
Exhibit
4.1
RIGHTS
CERTIFICATE #:
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NUMBER OF
RIGHTSS
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THE
TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S
PROSPECTUS
DATED
FEBRUARY, __, 2010 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY
REFERENCE. COPIES OF
THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM INNISFREE M&A INCORPORATED,
THE INFORMATION AGENT.
PGT,
INC.
Incorporated
under the laws of the State of Delaware
NON
- TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE
Evidencing
Non - Transferable Subscription Rights to Purchase Shares of Common Stock,
Par Value $0.01 Per Share, of PGT, Inc.
Subscription
Price: $1.50
per Share
THE
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,
EASTERN TIME,
ON
MARCH 12, 2010, UNLESS EXTENDED BY THE COMPANY
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REGISTERED OWNER: |
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THIS
CERTIFIES THAT the registered owner whose name is inscribed hereon is the
owner of the
number
of non-transferable subscription rights (“Rights”) set forth above. Each
whole Right entitles the holder thereof to subscribe for and purchase one
share of Common Stock, with a par value of $0.01 per share, of
PGT, Inc., a Delaware corporation, at a subscription price of
$1.50 per share (the “Basic
Subscription Privilege”), pursuant to a
rights offering (the “Rights Offering”), on the
terms and subject to the conditions set forth in the Prospectus and the
“Instructions for Use of PGT, Inc. Subscription Rights Certificates”
accompanying this Subscription Rights Certificate. If any
shares of Common Stock available for purchase in the Rights Offering are
not purchased by other holders of Rights pursuant to the exercise of their
Basic Subscription Privilege (the “Excess Shares”), any Rights holder that
exercises its Basic Subscription Privilege in full may subscribe for a
number of Excess Shares (up to the number of shares for which such holder
subscribed under the Basic Subscription Privilege) pursuant to the terms
and conditions of the Rights Offering, subject to proration, as described
in the Prospectus (the “Over-Subscription Privilege”).
The
Rights represented by this Subscription Rights Certificate may be
exercised by completing Form 1 and any other appropriate forms on the
reverse side hereof and by retuning the full payment of the subscription
price for each share of Common Stock in accordance with the “Instructions
for Use of PGT, Inc. Subscription Rights Certificates” that accompanies
this Subscription Rights Certificate.
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Regulatory
Limitation. All
rights issued to a stockholder of record who would, in the Company’s
opinion, be required to obtain prior clearance or approval from any state,
federal, or non-U.S. regulatory authority for the ownership or exercise of
rights or the ownership of additional shares are null and void and may not
be held or exercised by any such holder.
The
holder irrevocably subscribes for the number of shares of Common Stock
indicated on the form upon the terms and conditions specified in the
Prospectus relating thereto. Receipt of the Prospectus is hereby
acknowledged.
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This
Subscription Rights Certificate is not valid unless countersigned by the
subscription agent and registered by the registrar.
Witness
the seal of PGT, Inc. and the signatures of its duly authorized
officers.
Dated:
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President
and Chief Executive Officer
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Vice
President, General Counsel
and
Secretary
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DELIVERY
OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE
Delivery other than in the manner or to
the addresses listed below will not constitute valid
delivery.
If Delivering by
Hand:
American
Stock Transfer & Trust Company
Attn:
Reorganization Department
59
Maiden Lane
New
York, New York 10038
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If Delivering by Mail
or Overnight Courier:
American
Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
New York 11219
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PLEASE
PRINT ALL INFORMATION CLEARLY AND LEGIBLY
FORM
1-EXERCISE OF SUBSCRIPTION RIGHTS
To
subscribe for shares pursuant to your Basic Subscription Right, please
complete lines (a) and (c) and sign under Form 4 below. To
subscribe for shares pursuant to your Over-Subscription Privilege, please
also complete line (b) and sign under Form 4 below. To the
extent you subscribe for more shares than you are entitled under either
the Basic Subscription Privilege or the Over-Subscription Privilege, you
will be deemed to have elected to purchase the maximum number of shares
for which you are entitled to subscribe under the Basic Subscription
Privilege or Over-Subscription Privilege, as
applicable.
(a)
EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:
I
apply for ______________ shares x
$ 1.50 = $
_______________
(no. of new shares) (subscription price) (amount enclosed) (b)
EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE
If
you have exercised your Basic Subscription Privilege in full and wish
to
subscribe for additional shares (up to the number of shares for which for
which you subscribed under your Basic Subscription
Privilege):
I
apply for ______________ shares x
$ 1.50 = $
_______________
(no. of new shares) (subscription price) (amount enclosed) (c)
Total Amount of Payment Enclosed =
$__________________
METHOD
OF PAYMENT (CHECK ONE)
¨ Cashier’s or
certified check drawn on a U.S. bank payable to “American Stock Transfer
& Trust Company, as Subscription Agent.”
¨ Wire transfer
of immediately available funds directly to the account maintained by
American Stock Transfer & Trust Company, LLC, as Subscription Agent,
for purposes of accepting subscriptions in this Rights Offering at
JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA
#021000021, Account #323-213251 American Stock Transfer FBO PGT, Inc.,
with reference to the rights holder's name.
FORM
2-DELIVERY TO DIFFERENT ADDRESS
If
you wish for the Common Stock underlying your subscription rights, a
certificate representing unexercised subscription rights or the proceeds
of any sale of subscription rights to be delivered to an address different
from that shown on the face of this Subscription Rights Certificate,
please enter the alternate address below, sign under Form 3 and have your
signature guaranteed under Form 4.
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
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FORM
3-SIGNATURE
TO
SUBSCRIBE: I acknowledge that I have received the Prospectus for this
Rights Offering and I hereby irrevocably subscribe for the number of
shares indicated above on the terms and conditions specified in the
Prospectus.
This
form must be signed by the registered holder(s) exactly as their name(s)
appear(s) on the certificate(s) or by person(s) authorized to sign on
behalf of the registered holder(s) by documents transmitted
herewith
Signature(s):
______________________________________________________
Signature(s):
______________________________________________________
Date:
______________________________________________________
Daytime
Telephone Number:
______________________________________________________
IMPORTANT:
The signature(s) must correspond with the name(s) as printed on the
reverse of this Subscription Rights Certificate in every particular,
without alteration or enlargement, or any other change
whatsoever.
FORM
4-SIGNATURE GUARANTEE
This
form must be completed if you have completed any portion of Form
2.
Signature
Guaranteed:
_______________________________________________
(Name
of Bank or Firm)
By:_______________________________________________________________
(Signature
of Officer)
IMPORTANT: The
signature(s) should be guaranteed by an eligible guarantor institution
(bank, stock broker, savings & loan association or credit union) with
membership in an approved signature guarantee medallion program pursuant
to Securities and Exchange Commission Rule 17Ad-15.
THIS
RIGHTS OFFERING HAS BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM
QUALIFICATION ONLY UNDER THE FEDERAL LAWS OF THE UNITED STATES AND THE
LAWS OF THE STATES IN THE UNITED STATES. RESIDENTS OR OTHER JURISDICTIONS
MAY NOT PURCHASE THE SECURITIES OFFERED HEREBY UNLESS THEY CERTIFY THAT
THEIR PURCHASES OF SUCH SECURITIES ARE EFFECTED IN ACCORDANCE WITH THE
APPLICABLE LAWS OF SUCH JURISDICTIONS
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FOR
INSTRUCTIONS ON THE USE OF PGT, INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT
INNISFREE M&A INCORPORATED, THE INFORMATION AGENT, AT (888) 750-5834 (FOR
STOCKHOLDERS) OR COLLECT AT (212) 750-5833.
THIS
RIGHTS OFFERING EXPIRES AT 5:00 P.M., EASTERN TIME, ON MARCH 12, 2010, UNLESS
EXTENDED, AND THIS SUBSCRIPTION RIGHTS CERTIFICATE IS VOID
THEREAFTER.