Looking for an agreement? Search from over 1 million agreements now.

Attention: Reorganization Department

This is an actual contract by Innovative Micro Technology.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Electronics and Miscellaneous Technology
Governing Law: New York, View New York State Laws
Effective Date: January 01, 1999
Related Agreement Types:
Search This Document
LETTERHEAD OF APPLIED MAGNETICS CORPORATION]


Date _____, 1999


ChaseMellon Shareholder Services, LLC 85 Challenger Road Ridgefield Park, New Jersey 07660


Attention: Reorganization Department


Gentlemen:


Applied Magnetics Corporation, a Delaware corporation (the "Company") is making an offer to issue (the "Subscription Offer") to the holders of record of its outstanding shares of Common Stock par value $0.01 per share (the "Common Stock"), at the close of business on __________, 1999 (the "Record Date"), the right to subscribe for and purchase (each a "Right") shares of Common Stock (the "Additional Common Stock") at a purchase price of $_____ per share of Additional Common Stock (the "Subscription Price"), payable by cashier's or certified check or other acceptable methods as may be specified in the Registration Statement referenced below, upon the terms and conditions set forth herein. The term "Subscribed" shall mean submitted for purchase from the Company by a stockholder in accordance with the terms of the Subscription Offer, and the term "Subscription" shall mean any such submission. The Subscription Offer will expire at 5:00 p.m. New York City Time, on ______, 1999 (the "Expiration Time"), unless the Company shall have extended the period of time for which the Subscription Offer is open, in which event the term "Expiration Time" shall mean the latest time and date at which the Subscription Offer, as so extended by the Company from time to time, shall expire.


This Subscription Agent Agreement ("Agreement") will define the activities and related compensation which ChaseMellon Shareholder Services LLC ("ChaseMellon") will provide to the Company in conjunction with the Subscription Offer.


The Company filed a Registration Statement relating to the Additional Common Stock with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on ________, 1999. Said Registration Statement was declared effective on ________, 1999. The terms of the Additional Common Stock are more fully described in the Prospectus forming part of the Registration Statement as it was declared effective, and the accompanying Letter of Instruction. Copies of the Prospectus, the Letter of Instruction and the Notice of Guaranteed Delivery are


-1-


annexed hereto as Exhibit 1, Exhibit 2 and Exhibit 3, respectively. All terms used and not defined herein shall have the same meaning as in the Prospectus. Promptly after the Record Date, the Company will provide ChaseMellon with a list of holders of Common Stock as of the Record Date (the "Record Stockholders List").


The Rights are evidenced by transferable subscription warrants (the "Warrants"), a copy of the form of which is annexed hereto as Exhibit 4. The Warrants entitle the holders to subscribe, upon payment of the Subscription Price, for shares of Additional Common Stock at the rate of one (1) share for each one (1) Right evidenced by a Warrant (the "Basic Subscription Privilege"). No fractional shares will be issued. Rights are freely transferable among their holders and ChaseMellon will not make any distinction between Rights issued directly to subscribing shareholders and those Rights which have been validly and lawfully acquired by the subscribing shareholder from another.


Further, the Subscription Offer provides that subscribing shareholders, and only those subscribing shareholders who exercise their Rights in full, may exercise an Oversubscription Privilege as more fully described in the Registration Statement. ChaseMellon shall, after the initial allocation of Additional Common Stock to those shareholders exercising their Basic Subscription Privilege, allocate any remaining shares (and only to the extent possible) to those shareholders who exercise the Oversubscription Privilege on a pro-rata basis to their Basic Subscription, as more fully described in the Registration Statement.


The Company hereby appoints ChaseMellon as Subscription Agent (the "Subscription Agent") for the Subscription Offer and agrees with ChaseMellon as follows:


1. As Subscription Agent, ChaseMellon is authorized and directed to:


a. Issue the Warrants in accordance with this Agreement in the names of
the holders of the Common Stock of record on the Record Date, keep
such records as are necessary for the purpose of recording such
issuance, and furnish a copy of such records to the Company. The
Warrants may be signed on behalf of the Subscription Agent by the
manual or facsimile signature of a Vice President or Assistant Vice
President of the Subscription Agent, or by the manual signature of any
of its other authorized officers.


b. Promptly after ChaseMellon receives the Record Stockholders List:


i. mail or cause to be mailed, by first class mail, to each holder
of Common Stock of record on the Record Date whose address of


-2-


record is within the United States and Canada, (i) a Warrant
evidencing the Rights to which such stockholder is entitled under
the Subscription Offer, (ii) a copy of the Prospectus, (iii) a
Letter of Instruction, (iv) a Notice of Guaranteed Delivery and
(v) a return envelope addressed to the Subscription Agent; and


ii. mail or cause to be mailed, by air mail, to each holder of Common
Stock of record on the Record Date whose address of record is
outside the United States and Canada, or is an A.P.O. or F.P.O.
address (i) a copy of the Prospectus, (ii) a Notice of Guaranteed
Delivery and (iii) a Letter of Instruction (different from the
Letter of Instruction sent to stockholders whose address of
record is within the United States and Canada). ChaseMellon
shall refrain from mailing Warrants issuable to any holder of
Common Stock of record on the Record Date whose address of record
is outside the United States and Canada, or is an A.P.O. or
F.P.O. address, and hold such Warrants for the account of such
stockholder subject to such stockholder making satisfactory
arrangements with the Subscription Agent for the exercise or
other disposition of the Rights evidenced thereby, and follow the
instructions of such stockholder for the exercise, sale or other
disposition of such Rights if such instructions are received at
or before 11:00 a.m., New York City Time, on _________, 1999.


c. Mail or deliver a copy of the Prospectus (i) to each assignee or
transferee of Warrants upon ChaseMellon's receiving appropriate
documents to register the assignment or transfer thereof and (ii) with
certificates for shares of Additional Common Stock when such are
issued to persons other than the registered holder of the Warrant.


c. Accept Subscriptions upon the due exercise (including payment of the
Subscription Price) on or prior to the Expiration Time of Rights in
accordance with the terms of the Warrants and the Prospectus.


e. Subject to the next sentence, accept Subscriptions from stockholders
whose Warrants are alleged to have been lost, stolen or destroyed upon
receipt by ChaseMellon of an affidavit of theft, loss or destruction
and a bond of indemnity in form and substance satisfactory to
ChaseMellon accompanied by payment of the Subscription Price for the
total number of shares of Additional Common Stock subscribed for.
Upon receipt of such affidavit and bond of indemnity and compliance
with any other applicable requirements, stop orders shall be placed on
said Warrants and ChaseMellon shall withhold delivery of the shares of
Additional


-3-


Common Stock Subscribed for until after the Warrants have expired and
it has been determined that the Rights evidenced by the Warrants have
not otherwise been purported to have been exercised or otherwise
surrendered.


f. Accept Subscriptions, without further authorization or direction from
the Company, without procuring supporting legal papers or other proof
of authority to sign (including without limitation proof of
appointment of a fiduciary or other person acting in a representative
capacity), and without signatures of co-fiduciaries,
co-representatives or any other person:


i. if the Warrant is registered in the name of a fiduciary and is
executed by and the Additional Common Stock is to be issued in
the name of such fiduciary;


ii. if the Warrant is registered in the name of joint tenants and is
executed by one of the joint tenants, provided the certificate
representing the Additional Common Stock is issued in the names
of, and is to be delivered to, such joint tenants;


iii. if the Warrant is registered in the name of a corporation and is
executed by a person in a manner which appears or purports to be
done in the capacity of an officer, or agent thereof, provided
the Additional Common Stock is to be issued in the name of such
corporation; or


iv. if the Warrant is registered in the name of an individual and is
executed by a person purporting to act as such individual's
executor, administrator or personal representative, provided, the
Additional Common Stock is to be registered in the name of the
subscriber as executor or administrator of the estate of the
deceased registered holder and there is no evidence indicating
the subscriber is not the duly authorized representative that he
purports to be.


g. Accept applications to transfer Warrants and to act therein as a
Transfer Agent for this limited purpose, without further authorization
or direction from the Company, without procuring supporting legal
papers or other proof of authority to sign (including without
limitation proof of appointment of a fiduciary or other person acting
in a representative capacity), and without signatures of
co-fiduciaries, co- representatives or any other person:


-4-


i. if the Warrant is registered in the name of a fiduciary and is
executed by and the Additional Common Stock is to be issued in
the name of such fiduciary;


ii. if the Warrant is registered in the name of joint tenants and is
executed by one of the joint tenants, provided the certificate
representing the Additional Common Stock is issued in the names
of, and is to be delivered to, such joint tenants;


iii. if the Warrant is registered in the name of a corporation and is
executed by a person in a manner which appears or purports to be
done in the capacity of an officer, or agent thereof, provided
the Additional Common Stock is to be issued in the name of such
corporation; or


iv. if the Warrant is registered in the name of an individual and is
executed by a person purporting to act as such individual's
executor, administrator or personal representative, provided, the
Additional Common Stock is to be registered in the name of the
subscriber as executor or administrator of the estate of the
deceased registered holder and there is no evidence indicating
the subscriber is not the duly authorized representative that he
purports to be.


h. Accept Subscriptions not accompanied by Warrants if submitted by a
firm having membership in the New York Stock Exchange or another
national securities exchange or by a commercial bank or trust company
having an office in the United States together with the Notice of
Guaranteed Delivery and accompanied by proper payment for the total
number of shares of Additional Common Stock Subscribed for.


i. Accept Subscriptions even though unaccompanied by Warrants, under the
circumstances and in compliance with the terms and conditions set
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  54.227.76.35