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EXHIBIT 99.1
[SAFEGUARD SCIENTIFICS, INC. LOGO]
SAFEGUARD SUBSCRIPTION PROGRAM FOR
NEXTRON COMMUNICATIONS, INC.
FOR RECORD HOLDERS OF
100 OR MORE SHARES OF
SAFEGUARD SCIENTIFICS, INC.
COMMON STOCK
ON ______________
Record holders of fewer than 100 shares of Safeguard Scientifics, Inc.
common stock on ____________ are not eligible to participate in this program.
THE SAFEGUARD SUBSCRIPTION PROGRAM FOR NEXTRON WILL EXPIRE AT 5:00 P.M. NEW YORK
CITY TIME ON THE THIRD BUSINESS DAY AFTER THE OFFERING PRICE IS SET.
We urge you to read carefully this document and the enclosed preliminary
prospectus for a complete explanation of the offering and for information
about Nextron.
IF YOU HAVE ANY QUESTIONS REGARDING THE SAFEGUARD SUBSCRIPTION PROGRAM,
PLEASE CALL SAFEGUARD'S AUTOMATED INVESTOR RELATIONS LINE AT (888) SFE-1200.
PLEASE DO NOT CALL NEXTRON WITH ANY QUESTIONS REGARDING THIS PROGRAM. ONLY
SAFEGUARD'S AUTOMATED INVESTOR RELATIONS LINE OR A SAFEGUARD REPRESENTATIVE
WILL BE ABLE TO ANSWER YOUR QUESTIONS.
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[NEXTRON COMMUNICATIONS LOGO]
______, 2000
Dear Safeguard Stockholder:
As you may know, we are undertaking an initial public offering of the
common stock of Nextron. We are permitting Safeguard Scientifics to use the
Safeguard Subscription Program so that we may offer you the opportunity to buy
our common stock at our initial public offering price. Under the program, we
will be offering __________ shares.
Set forth below is a detailed description of how the program will work in
connection with our offering. Please review this description and the attached
prospectus carefully in deciding whether or not you wish to invest.
Who can subscribe
ONLY RECORD HOLDERS OF 100 OR MORE SHARES OF SAFEGUARD COMMON STOCK AS OF
___________ARE ELIGIBLE TO PURCHASE SHARES OF OUR COMMON STOCK IN THE PROGRAM.
Holders of fewer than 100 Safeguard shares will not be eligible to participate
in this program.
You may not transfer your subscription offer
The offer to purchase shares in this program may only be transferred by
involuntary operation of law such as death or certain dissolutions.
Number of shares for which you may subscribe
To determine how many shares of our common stock you are eligible to
purchase, divide the number of shares of Safeguard common stock that you owned
of record as of _________ by ____ and round down to the nearest whole number.
For example, if you held ______ shares of Safeguard common stock as of this
date, you may subscribe for 25 shares of our common stock. You would have to
have had at least _______ shares of Safeguard common stock to be eligible to
subscribe for 26 shares of our common stock. You may not subscribe for a
fractional share of our common stock.
Minimum Subscription Size
The minimum subscription that we will accept for any account is for ____
shares of our common stock. THEREFORE, RECORD HOLDERS OF FEWER THAN 100 SHARES
OF SAFEGUARD COMMON STOCK AS OF _________ WILL NOT BE ABLE TO PURCHASE OUR
SHARES UNDER THE PROGRAM. THIS LIMIT APPLIES TO EACH OF YOUR ACCOUNTS, NOT THE
AGGREGATE OF ALL OF YOUR ACCOUNTS. If as of __________ you held 50 shares of
Safeguard common stock in one account and another 50 shares in a different
account, we will not consider you to be the owner of 100 shares of Safeguard
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common stock. Since none of your accounts contained at least 100 shares of
Safeguard common stock, you would not be eligible to subscribe.
You are under no obligation to subscribe, but if you subscribe for any
shares it must be for at least ______ shares in each account. For example, if
you held ______ shares of Safeguard common stock in a single account as of
___________ and you choose to purchase our shares under the program, you may
purchase between _____ and ______ shares.
Subscription Price
The price per share under the program will be the same price that all
investors will pay in our initial public offering. The price per share in the
initial public offering will be determined by negotiations between us and the
underwriters of our offering. The factors that we expect to consider in these
negotiations are described in the attached prospectus under the heading
"Underwriting." We currently anticipate that the offering price will be between
$_____ and $_____ per share. We will inform you of the initial public offering
price as described below under "How to Subscribe."
Stock Purchase Agreement with Safeguard Scientifics
We intend to enter into a Stock Purchase Agreement with Safeguard. This
agreement will provide that if all _________ of the shares offered by us are not
purchased by Safeguard stockholders, then Safeguard will, or will cause its
wholly owned subsidiary, Safeguard Delaware, Inc. to, purchase the remaining
shares at our initial public offering price. Safeguard will be able to transfer
all or part of its obligation to purchase these remaining shares to third
parties.
How to Subscribe
TO PURCHASE SHARES UNDER THE PROGRAM, YOU MUST ADHERE TO THE FOLLOWING
PROCEDURES:
- Subscriptions and payments will only be accepted from Safeguard
shareholders after the SEC has declared our registration statement
effective and we have determined our initial public offering
price. Any subscriptions or payments received before then will be
returned to you. Once a subscription and payment have been
received and accepted, you may not revoke your subscription. We
expect to determine the initial public offering price in ________,
but various factors could hasten or delay us. WE WILL CLOSE THE
INITIAL PUBLIC OFFERING AND STOP ACCEPTING SUBSCRIPTIONS THREE
BUSINESS DAYS AFTER WE DETERMINE THE INITIAL PUBLIC OFFERING
PRICE.
- Time will not permit us to notify you directly of our initial
public offering price and closing date. Instead, Safeguard will
take the following actions:
- publicize the offering price and the closing date on its
Web site (www.safeguard.com) and through a press release;
- through its Web site, provide you with an opportunity to
request e-mail notification (either directly to you or your
designated representative);
- make every effort to notify each broker, bank, trust
company or other nominee that holds shares on behalf of
Safeguard stockholders of the offering price and closing
date; and
- make available an automated investor relations line
(888-SFE-1200) on a 24-hour basis through which you can
listen to the text of the press release or request a faxed
copy.
You will have to monitor these media to know when to place your
order and deliver payment.
ALSO, IF YOU DO NOT HOLD YOUR SAFEGUARD SHARES DIRECTLY, YOU WILL
NEED TO KEEP IN CLOSE CONTACT WITH YOUR BROKER, BANK, TRUST
COMPANY OR OTHER NOMINEE THAT HOLDS YOUR SAFEGUARD SHARES ON
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YOUR BEHALF SINCE THEY WILL NEED TO PROCESS THE SUBSCRIPTION FOR
OUR SHARES AND PAYMENT ON YOUR BEHALF.
- WE WILL STOP ACCEPTING ORDERS UNDER THE PROGRAM AT 5:00 P.M. NEW
YORK CITY TIME ON THE THIRD BUSINESS DAY AFTER WE DETERMINE THE
INITIAL PUBLIC OFFERING PRICE. Subscriptions and payments that
have not been received by ChaseMellon Shareholder Services, L.L.C.
by this deadline will not be honored. For example, if we determine
the initial public offering price on a Thursday, ChaseMellon must
receive all orders and payments by 5:00 p.m. New York City time on
the following Tuesday. This deadline would be extended to the
following Wednesday if there was an intervening holiday on which
the Nasdaq National Market was closed.
- To place an order for our shares under this program, you will have
to take the following actions:
- IF YOU HOLD YOUR SAFEGUARD SHARES IN YOUR OWN NAME (THAT
IS, IN CERTIFICATE FORM RATHER THAN IN A BROKERAGE ACCOUNT)
You must complete and sign the subscription form included
with this prospectus and return it with full payment to
ChaseMellon. YOUR SUBSCRIPTION FORM AND PAYMENT MUST BE
RECEIVED BY CHASEMELLON BEFORE 5:00 P.M. NEW YORK CITY TIME
ON THE THIRD BUSINESS DAY AFTER WE DETERMINE THE INITIAL
PUBLIC OFFERING PRICE. We will not honor any subscription
form received by ChaseMellon after that date.
We suggest, for your protection, that you deliver your
subscription form and payment to ChaseMellon by overnight
or express mail courier (or by facsimile transmission if
you intend to wire funds) as follows:
By Hand Delivery:
ChaseMellon Shareholder Services, L.L.C.
Reorganization Department
120 Broadway - 13th Floor
New York, NY 10271
By Overnight or Express Mail Courier:
ChaseMellon Shareholder Services, L.L.C.
Reorganization Department
85 Challenger Road
Mail Drop Reorg
Ridgefield Park, NJ 07660
By Facsimile Transmission and Wire Transfer:
ChaseMellon Shareholder Services, L.L.C.
Facsimile Transmission: (201) 296-4293
To confirm fax, call: (201) 296-4860
Wire instructions: Wire to: The Chase Manhattan
Bank, New York, NY
ABA #: 021000021
Attention: ChaseMellon Shareholder
Services
Account: Reorg Account 323-859577
For: Safeguard/Nextron
Reference: FBO [insert your name as it
appears on the front of your
subscription form]
You must pay the subscription price by valid check or money
order in U.S. dollars payable to "ChaseMellon Shareholder
Services, L.L.C." or by wire transfer. If you choose to pay
the
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subscription price by wire transfer, you must fax a copy of
your completed subscription form to the facsimile number
provided. We suggest, for your protection, that you also
call the number provided to confirm that ChaseMellon
Shareholder Services received your fax. Until this offering
has closed, your payment will be held in escrow by
ChaseMellon Shareholder Services, L.L.C.
ChaseMellon Shareholder Services will mail a copy of the
final prospectus to all direct Safeguard shareholders who
subscribe for shares in this program.
- IF YOU HOLD YOUR SAFEGUARD SHARES THROUGH A BROKER, BANK,
TRUST COMPANY OR OTHER NOMINEE
We will provide to each broker, bank, trust company, and
other nominee who holds Safeguard shares for the account of
other persons copies of the preliminary and final
prospectus. Each of those entities will be responsible for
providing you with a copy of the preliminary and final
prospectus. Subscription forms will not be distributed to
Safeguard shareholders who hold their shares in a brokerage
account since the subscription offer will be distributed to
your account electronically.
After we determine the initial public offering price, you
will have to contact the broker, bank, trust company or
other nominee that holds your Safeguard shares if you wish
to place an order and arrange for payment. ChaseMellon
Shareholder Services will be unable to directly accept your
subscription and payment. All subscriptions and payments
must be submitted through the broker, bank, trust company
or other nominee that holds your Safeguard shares.
WE CAUTION YOU THAT BROKERS AND OTHER NOMINEES WILL REQUIRE
SOME TIME TO PROCESS SUBSCRIPTIONS FROM SAFEGUARD
STOCKHOLDERS. THEREFORE, THEY MOST LIKELY WILL STOP
ACCEPTING SUBSCRIPTIONS EARLIER THAN THE THIRD BUSINESS DAY
AFTER WE DETERMINE THE INITIAL PUBLIC OFFERING PRICE.
- Safeguard will decide all questions as to the validity, form and
eligibility (including times of receipt, beneficial ownership and
compliance with minimum exercise provisions). Safeguard also will
determine the acceptance of subscriptions and the aggregate price.
Alternative, conditional or contingent subscriptions will not be
accepted. Safeguard reserves the absolute right to reject any
subscriptions not properly submitted. In addition, Safeguard may
reject any subscription if the acceptance of the subscription
would be unlawful. Safeguard also may waive any irregularities or
conditions in the subscription for our shares, and Safeguard's
interpretation of the terms and conditions of the program will be
final and binding.
- We are not obligated to give you notification of defects in your
subscription. Neither we nor Safeguard will consider a
subscription to be made until all defects have been cured or
waived. If your subscription is rejected, your payment of the
exercise price will be promptly returned by ChaseMellon.
- Sales under the Safeguard Subscription Program will close on the
same business day as the closing of the sale of the other shares
offered to the public. If you purchase your shares through a
broker, bank, trust company or similar nominee, we expect that
your purchase will be reflected in your account with the nominee
as soon as practicable after the expiration of the Safeguard
Subscription Program. Otherwise, our transfer agent will mail a
stock certificate to you as soon as practicable after the
expiration of the Safeguard Subscription Program.
Cancellation of Initial Public Offering
WE MAY CANCEL OUR INITIAL PUBLIC OFFERING AT ANY TIME UP UNTIL THE
CLOSING. IF THE INITIAL PUBLIC OFFERING IS CANCELED, SAFEGUARD WILL PUBLICIZE
THE CANCELLATION ON ITS WEB SITE AND THROUGH A PRESS RELEASE. THE PROGRAM GIVES
YOU NO RIGHTS TO PURCHASE SHARES OF OUR COMMON STOCK IF WE CANCEL OUR INITIAL
PUBLIC OFFERING
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AND ANY FUNDS PREVIOUSLY SUBMITTED BY YOU WILL BE RETURNED PROMPTLY. SAFEGUARD
AND/OR NEXTRON ALSO MAY CANCEL OR MODIFY, IN WHOLE OR IN PART, THE SAFEGUARD
SUBSCRIPTION PROGRAM.
Risk Factors
Investing in our common stock involves certain risks which are disclosed
on page 10 of the enclosed preliminary prospectus.
Certain Restrictions
In managing the program, we and Safeguard will take reasonable steps to
comply with the laws of the different countries in which Safeguard stockholders
live. If compliance is too burdensome in one or more countries, Safeguard
stockholders residing in those countries will not be offered the opportunity to
purchase our shares under the program.
* * *
IF YOU HAVE ANY QUESTIONS REGARDING THE SAFEGUARD SUBSCRIPTION PROGRAM,
PLEASE CALL SAFEGUARD'S AUTOMATED INVESTOR RELATIONS LINE AT (888) SFE-1200.
PLEASE DO NOT CALL NEXTRON WITH ANY QUESTIONS REGARDING THIS PROGRAM. ONLY
SAFEGUARD'S AUTOMATED INVESTOR RELATIONS LINE OR A SAFEGUARD REPRESENTATIVE
WILL BE ABLE TO ANSWER YOUR QUESTIONS.
Sincerely,
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