Attached files
file | filename |
---|---|
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-99.3 - EX-99.3 - MACE SECURITY INTERNATIONAL INC | w82592exv99w3.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-23.1 - EX-23.1 - MACE SECURITY INTERNATIONAL INC | w82592exv23w1.htm |
EX-99.6 - EX-99.6 - MACE SECURITY INTERNATIONAL INC | w82592exv99w6.htm |
Exhibit 99.4
FORM OF LETTER
TO NOMINEES WHOSE CLIENTS ARE BENEFICIAL HOLDERS
TO NOMINEES WHOSE CLIENTS ARE BENEFICIAL HOLDERS
Subscription Rights to Stockholders of Mace Security International, Inc. [ ], 2011
To Securities Dealers,
Commercial Banks, Trust
Companies and Other
Nominees:
Commercial Banks, Trust
Companies and Other
Nominees:
This letter is being distributed to securities dealers, commercial banks, trust companies and
other nominees in connection with the rights offering (the Rights Offering) by Mace Security
International, Inc. (the Company) of shares of the Companys common stock, par value $.01 per
share (the Common Stock), pursuant to non-transferable subscription rights (the Rights)
distributed to all holders of record (the Record Holders) of shares of the Companys common
stock, par value $0.01 per share (the Common Stock), at 5:00 p.m., Eastern Standard Time, on [
], 2011 (the Record Date). The Rights and Common Stock are described in the offering
prospectus dated [ ], 2011 (the Prospectus).
The Rights will expire, 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, each beneficial owner of shares of Common Stock
registered in your name or the name of your nominee is entitled to one Right for each share of
Common Stock owned by such beneficial owner at 5:00 p.m., Eastern Standard Time, on the Record
Date. Each Right will allow the holder thereof 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 a Record Holder owned 100 shares of Common Stock as of 5:00 p.m., Eastern
Standard Time on the Record Date, it would receive 100 Rights and would have the right to purchase
300 shares of Common Stock for the Subscription Price.
If a holder purchases all of the shares of Common Stock available to it pursuant to its Basic
Subscription Privilege, it 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 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 pro rata basis
described above. The proration process will be repeated until all Unsubscribed Shares have been
allocated or all Over-Subscription Privilege have been fulfilled, whichever occurs earlier.
Each holder will be required to submit payment in full for all the shares it wishes to buy
with its Over-Subscription Privilege. Because we will not know the total number of Unsubscribed
Shares prior to the expiration of the Rights Offering, if a holder wishes to maximize the number of
shares it may purchase pursuant to the holders Over-Subscription Privilege, the holder 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 the holder, assuming that no stockholders other than such
holder purchases any shares of Common Stock pursuant to their Basic Subscription Privilege and
Over-Subscription Privilege. Fractional shares of Common Stock resulting from the exercise of the
Over-Subscription Privilege will be eliminated by rounding down to the nearest whole share, with
the total subscription payment being adjusted accordingly. Any excess subscription payments
received by the Subscription Agent will be returned, without interest, as soon as practicable.
The Company can provide no assurances that each holder will actually be entitled to purchase
the number of shares of Common Stock issuable upon the exercise of its Over-Subscription Privilege
in full at the expiration of the Rights Offering. The Company will not be able to satisfy a
holders exercise of the Over-Subscription Privilege if all of the holders exercise their Basic
Subscription Privileges in full, and we will only honor an Over-Subscription Privilege to the
extent sufficient shares of Common
1
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 a holder pursuant to the Over-Subscription Privilege is less than the amount the
holder actually paid in connection with the exercise of the Over-Subscription Privilege, the holder
will be allocated only the number of Unsubscribed Shares available to it as soon as practicable
after the Expiration Time, and the holders excess subscription payment received by the
Subscription Agent will be returned, without interest, as soon as practicable. To the extent the
amount the holder 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 the holder pursuant to the Over-Subscription Privilege, such holder will be allocated
the number of Unsubscribed Shares for which it actually paid in connection with the
Over-Subscription Privilege. See The Rights OfferingOver-Subscription and Over-Allotment
Privilege.
The Rights will be evidenced by a non-transferable Rights certificate (the Rights
Certificate) registered in the Record Holders name or its nominee and will cease to have any
value at the Expiration Time.
We are asking the nominees who hold shares of Common Stock beneficially for others and who
have received the Rights distributable with respect to those shares, to notify the beneficial owner
of the Rights Offering. Beneficial Owners who hold their shares through a broker, dealer,
commercial bank, trust company or other nominee, as well as persons who hold certificates of Common
Stock directly and prefer to have such institutions effect transactions relating to the Rights, on
their behalf, should contact the appropriate institution or nominee and request it to effect the
Rights transaction for them. In addition, we are asking beneficial owners who wish to obtain a
separate Rights Certificate to contact the appropriate nominee as soon as possible and request that
a separate Rights Certificate be issued.
All commissions, fees and other expenses (including brokerage commissions and transfer taxes),
other than fees and expenses of the Subscription Agent, incurred in connection with the exercise of
the Rights will be for the account of the holder of the Rights, and none of such commissions, fees
or expenses will be paid by the Company or the Subscription Agent.
Enclosed are copies of the following documents:
1. Prospectus;
2. Instructions as to the use of Mace Security International, Inc. Rights
Certificates;
3. 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);
4. A form of letter which may be sent to your clients for whose accounts you
hold shares of Common Stock registered in your name or the name of your nominee, with an
attached form of instruction;
5. Nominee Holder Certification; and
6. A return envelope addressed to American Stock Transfer & Trust Company., the
Subscription Agent.
Your prompt action is requested. To exercise the Rights, you should deliver the properly
completed and signed Rights Certificate (or Notice of Guaranteed Delivery if you are following the
Guaranteed Delivery Procedures), 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 Company.
Additional copies of the enclosed materials may be obtained from Phoenix Advisory Partners,
the Information Agent. 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. |
2