Letter of Transmittal (2004)Full Document 

Start of Preview

LETTER OF TRANSMITTAL

 

STRATUS TECHNOLOGIES, INC.

 

Exchange Offer for All Outstanding

10.375% Senior Notes due 2008

in Exchange for New

10.375% Senior Notes due 2008

Pursuant to the Prospectus, dated [            ], 2004

 

 

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [            ], 2004, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

 

The Exchange Agent for the Exchange offer is:

 

U.S. Bank National Association

 

By mail, hand delivery or overnight courier:

 

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107-2292

Attention: Specialized Finance

 

By facsimile transmission

(for eligible institutions only):

 

Fax: (651) 495-8097

 

Confirm by telephone:

 

Tel: (800) 934-6802

 

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL.


The undersigned acknowledges that he or she has received and reviewed the Prospectus, dated [            ], 2004 (the “Prospectus”), of Stratus Technologies, Inc., a Delaware corporation (the “Issuer”) and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Issuer’s offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $170,000,000 of the Issuer’s 10.375% Senior Notes due 2008, which have been registered under the Securities Act of 1933, as amended (the “New Notes”), for a like principal amount, in the aggregate, of the Issuer’s issued and outstanding 10.375% Senior Notes due 2008 (the “Old Notes”) from the registered holders thereof.

 

For each Old Note accepted for exchange, the holder of such Old Note will receive a New Note having a principal amount equal to that of the surrendered Old Note. The New Notes will bear interest from the most recent date to which interest has been paid. Accordingly, registered holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid on the Old Notes, from the date of original issue of the Old Notes. Old Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Old Notes whose Old Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Old Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.

 

This Letter of Transmittal is to be completed by a holder of Old Notes either if certificates for such Old Notes are to be forwarded herewith or if a tender is to be made by book-entry transfer to the account maintained by U.S. Bank National Association, as Exchange Agent for the Exchange Offer (the “Exchange Agent”), at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in the Prospectus under “The Exchange Offer—Book-Entry Transfers” and an Agent’s Message is not delivered. Tenders by book-entry transfer may also be made by delivering an Agent’s Message in lieu of this Letter of Transmittal. 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 (as defined below), which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter of Transmittal and that the Issuer may enforce this Letter of Transmittal against such participant. Holders of Old Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Old Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this Letter of Transmittal to the Exchange Agent on or prior to the Expiration Date, must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.” See Instruction 1.

 

Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

 

2


The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

 

List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of Old Notes should be listed on a separate signed schedule affixed hereto.

 

DESCRIPTION OF OLD NOTES

    1   2   3

Name(s) and Address(es) of Registered Holder(s)

(Please fill in, if blank)

 

Certificate

Number(s)*

 

Aggregate

Principal

Amount of

Old Note(s)

 

Principal

Amount

Tendered**




             
   
             
   
             
   
             
   
    Total        

*       Need not be completed if Old Notes are being tendered by book-entry transfer.

**     Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Notes represented by the Old Notes indicated in column 2. See Instruction 2. Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

 

3


¨ CHECK HERE IF TENDERED OLD NOTES 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(s) of Tendering Institution                                                                                                                                                   

 

Account Number                                                               Transaction Code Number                                                              

 

By crediting the Old Notes to the Exchange Agent’s account at the Book-Entry Transfer Facility’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer, including transmitting to the Exchange Agent a computer-generated Agent’s Message in which the holder of the Old Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, the Letter of Transmittal, the participant in the Book-Entry Transfer Facility confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

 

¨ CHECK HERE IF TENDERED OLD NOTES 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)                                                                                                                                                    

 

Date of Execution of Notice of Guaranteed Delivery                                                                                                             

 

Name of Institution Which Guaranteed Delivery                                                                                                                     

 

If Delivered by Book-Entry Transfer, Complete the Following:

 

Account Number                                                               Transaction Code Number                                                              

 

Name of Tendering Institution                                                                                                                                                        

 

¨ CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.

 

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

 

End of Preview