Attached files
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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-99.3 - 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-99.1 - 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 99.5
FORM OF LETTER TO CLIENTS OF NOMINEE HOLDERS
Subscription Rights to Stockholders of Mace Security International,Inc. [ ], 2011
To Our Clients:
Mace Security International, Inc. (the Company) is offering shares of common stock of the
Company pursuant to non-transferable subscription rights (the Rights) distributed to all holders
of record 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 a prospectus, dated [ ], 2011 (the Prospectus). In the Rights Offering, the
Company is offering an aggregate of [ ] shares of Common Stock for $[ ] per share. The Rights
will expire, if not exercised prior to 5:00 p.m., Eastern Standard Time, on [ ], 2011, unless
extended (the Expiration Time).
Enclosed for your consideration are:
1. the Prospectus regarding the rights offering (the Rights Offering);
2. Instructions as to Use of Mace Security International, Inc. Rights Certificates, providing
information on how to exercise Rights issued in the Rights Offering; and
3. a Beneficial Owners Election Form, to be used to instruct us whether or not to exercise
Rights on your behalf.
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 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 persons through the exercise of their Basic Subscription Privileges (the Unsubscribed
Shares), subject to the availability and pro 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.
If all of the Companys stockholders exercise their Basic Subscription Privileges in full,
the Company 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, any excess subscription payment received by the Subscription Agent
will be returned to you, without interest. 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 with the Over-Subscription Privilege. See The Rights
OfferingOver-Subscription and Over-Allotment Privilege.
The Rights are evidenced by a non-transferable Rights certificate (the Rights Certificate)
and will cease to have any value at the Expiration Time.
THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCK
CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES AND SALES OF RIGHTS MAY
BE MADE ONLY BY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to elect to subscribe for any
shares of Common Stock to which you are entitled pursuant to the terms and subject to the
conditions set forth in the enclosed Prospectus. However, we urge you to read the document
carefully before instructing us to exercise your Rights.
If you wish to have us, on your behalf, exercise the Rights for any shares of Common Stock to
which you are entitled, please so instruct us by completing, executing and returning to us the
Beneficial Owner Election form enclosed with this letter.
Your instructions to us should be forwarded as promptly as possible in order to permit us to
exercise Rights on your behalf in accordance with the provisions of the Rights Offering. The
Rights Offering will expire at 5:00 p.m., Eastern Standard Time, at the Expiration Time. Once you
have exercised the Basic Subscription Privilege or the Over-Subscription Privilege, such exercise
may not be revoked, 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 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. |