Attached files
file | filename |
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S-1 - FORM S-1 - MACE SECURITY INTERNATIONAL INC | w82592sv1.htm |
EX-4.6 - EX-4.6 - MACE SECURITY INTERNATIONAL INC | w82592exv4w6.htm |
EX-4.3 - EX-4.3 - MACE SECURITY INTERNATIONAL INC | w82592exv4w3.htm |
EX-4.4 - EX-4.4 - MACE SECURITY INTERNATIONAL INC | w82592exv4w4.htm |
EX-4.5 - EX-4.5 - MACE SECURITY INTERNATIONAL INC | w82592exv4w5.htm |
EX-99.7 - EX-99.7 - MACE SECURITY INTERNATIONAL INC | w82592exv99w7.htm |
EX-99.2 - EX-99.2 - MACE SECURITY INTERNATIONAL INC | w82592exv99w2.htm |
EX-99.5 - EX-99.5 - MACE SECURITY INTERNATIONAL INC | w82592exv99w5.htm |
EX-99.1 - EX-99.1 - MACE SECURITY INTERNATIONAL INC | w82592exv99w1.htm |
EX-99.4 - EX-99.4 - MACE SECURITY INTERNATIONAL INC | w82592exv99w4.htm |
EX-23.1 - EX-23.1 - MACE SECURITY INTERNATIONAL INC | w82592exv23w1.htm |
EX-99.6 - EX-99.6 - MACE SECURITY INTERNATIONAL INC | w82592exv99w6.htm |
Exhibit 99.3
FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS
Subscription Rights to Stockholders of Mace Security International, Inc. [ ], 2011
Dear Stockholder:
This letter is being distributed by Mace Security International, Inc. (the Company) to all
holders of record of shares of its common stock, par value $0.01 per share (the Common Stock), at
5:00 p.m., Eastern Standard Time, on [ ], 2011 (the Record Date), in connection with a
distribution of non-transferable subscription rights (the Rights) to subscribe for and purchase
shares of Common Stock (the Rights Offering). The Rights and the Common Stock are described in
the prospectus dated [ ], 2011 (a copy of which accompanies this letter) (the Prospectus).
The Company is offering Rights exercisable into an aggregate of [ ] shares of Common Stock,
as described in the Prospectus. The Rights will expire without value, if not exercised prior to
5:00 p.m., Eastern Standard Time, on [ ], 2011, unless extended (the Expiration Time).
As described in the accompanying Prospectus, you will receive one Right for each share of
Common Stock owned at 5:00 p.m., Eastern Standard Time, on the Record Date. Each Right will allow
you to subscribe for three shares of Common Stock (the Basic Subscription Privilege) at the cash
price of $[ ] per full share (the Subscription Price). For example, if you owned 100 shares of
Common Stock as of 5:00 p.m., Eastern Standard Time, on the Record Date, you would receive 100
Rights and would have the right to purchase 300 shares of Common Stock for the Subscription Price.
In the event that you purchase all of the shares of Common Stock available to you pursuant to
your Basic Subscription Privilege, you may also exercise an over-subscription privilege (the
Over-Subscription Privilege) to purchase a portion of any shares of Common Stock that are not
purchased by holders through the exercise of their Basic Subscription Privileges (the Unsubscribed
Shares), subject to the availability and pro rata allocation of the Unsubscribed Shares among all
persons exercising this Over-Subscription Privilege. To the extent the Unsubscribed Shares are not
sufficient to satisfy all of the properly exercised Over-Subscription Privileges, then the
Unsubscribed Shares will be allocated first to each exercising shareholder an amount that will
maintain the shareholders percentage ownership of issued common stock ( calculated based on the
percentage owned prior to the Rights Offering, if known by the Company) and then prorated among
those who properly exercised their Over-Subscription Privilege based on the number of shares each
person subscribed for under the Basic Subscription Privilege. If this allocation results in any
person receiving a greater number of Unsubscribed Shares than the person subscribed for pursuant to
the exercise of the Over-Subscription Privilege, then such person will be allocated only that
number of Unsubscribed Shares for which the person oversubscribed, and the remaining Unsubscribed
Shares will be allocated among all other persons exercising the Over-Subscription Privilege on the
same basis described above. The allocation process will be repeated until all Unsubscribed Shares
have been allocated or all Over-Subscription Privileges have been fulfilled, whichever occurs
earlier.
You will be required to submit payment in full for all the shares you wish to buy with your
Over-Subscription Privilege. Because we will not know the total number of Unsubscribed Shares prior
to the Expiration Date, if you wish to maximize the number of shares you may purchase pursuant to
your Over-Subscription Privilege, you will need to deliver payment in an amount equal to the
aggregate Subscription Price for the maximum number of shares of Common Stock available to you,
assuming that no stockholder other than you has purchased any shares of Common Stock pursuant to
the Basic Subscription Privilege and Over-Subscription Privilege. Any excess subscription payments
received by the Subscription Agent will be returned, without interest, as soon as practicable.
The Company does not provide any assurances that each you will actually be entitled to
purchase the number of shares of Common Stock issuable upon the exercise of your Over-Subscription
Privilege in full at the expiration of the Rights Offering. The Company will not be able to
satisfy your exercise of the Over-Subscription Privilege if all of our stockholders exercise their
Basic Subscription Privileges in full, and we will only honor an Over-Subscription Privilege to the
extent sufficient shares of Common Stock are available following the exercise of subscription
rights under the Basic Subscription Privileges.
To the extent the aggregate Subscription Price of the maximum number of Unsubscribed Shares
available to you pursuant to the Over-Subscription Privilege is less than the amount you actually
paid in connection with the exercise of the Over-Subscription Privilege, you will be allocated only
the number of Unsubscribed Shares available to you as soon as practicable after the Expiration
Time, and your excess subscription payment received by the Subscription Agent will be returned,
without interest, as soon as practicable. To the extent the amount you actually paid in connection
with the exercise of the Over-Subscription Privilege is less than the aggregate Subscription Price
of the maximum number of Unsubscribed Shares available to you pursuant to the Over-Subscription
Privilege, you will be allocated the number of Unsubscribed Shares for which you actually paid in
connection
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with the Over-Subscription Privilege. See The Rights OfferingOver-Subscription and
Over-Allotment Privilege in the Prospectus.
The Rights will be evidenced by a non-transferable Rights certificate (the Rights
Certificate). The Rights will be exercisable until 5:00 p.m., Eastern Standard Time, on [ ],
2011, the last trading day preceding the Expiration Time, at which time they will cease to have
value.
If you are a beneficial owner of shares of Common Stock on the Record Date you will receive
your Rights through a broker, custodian bank or other nominee. We will have asked all record
holders who are broker, custodian banks or other nominees to notify their respective beneficial
owners of the Rights Offering.
Enclosed are copies of the following documents:
1. Prospectus;
2. Rights Certificate;
3. Instructions as to the Use of Mace Security International, Inc. Inc. Rights
Certificates;
4. A Notice of Guaranteed Delivery for Rights Certificates (only required if the
Rights Certificate cannot be submitted to the Subscription Agent by the Expiration Time); and
5. A return envelope addressed to American Stock Transfer and Trust Company, the
Subscription Agent.
To exercise the Rights, you should deliver the properly completed and signed Rights
Certificate (or the Notice of Guaranteed Delivery if you are following the Guaranteed Delivery
Procedures) and forward it, with payment of the Subscription Price in full for each share of Common
Stock subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription
Privilege, to the Subscription Agent, as indicated in the Prospectus. The Subscription Agent must
receive the Rights Certificate or Notice of Guaranteed Delivery with payment of the Subscription
Price, prior to the Expiration Time. A Rights holder cannot revoke the exercise of its Rights, even
if the Rights Offering is extended by the Companys board of directors. Rights not exercised prior
to the Expiration Time will expire without value.
Additional copies of the enclosed materials may be obtained from Phoenix Advisory Partners,
the Information Agent for the Rights Offering. The Information Agents telephone number is (212)
493-3910 for banks and brokers, or (877) 478-5038 for stockholders. Any questions or requests for
assistance concerning the rights offering should be directed to the Information Agent.
Very truly yours, | ||
Mace Security International, Inc. |
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