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EXHIBIT 99.3
Subscription Number
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Shares of Nextron Communications, Inc. Share Subscription Offer Record Date Shares
Eligible to Subscribe
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SAFEGUARD SUBSCRIPTION PROGRAM
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NEXTRON COMMUNICATIONS, INC.
SUBSCRIPTION FORM
The shareholder named above has the right to purchase, pursuant to the terms and
conditions of the Safeguard Subscription Program, the number of fully paid and
non-assessable shares of common stock, $0.001 par value, of Nextron
Communications, Inc. indicated above at a subscription price that will be
determined as outlined below. THE SAFEGUARD SUBSCRIPTION PROGRAM WILL EXPIRE AT
5:00 P.M. NEW YORK CITY TIME ON THE THIRD BUSINESS DAY AFTER THE INITIAL PUBLIC
OFFERING PRICE IS DETERMINED. As described in the preliminary prospectus
accompanying this Subscription Form, each holder of at least 100 shares of
Safeguard Scientifics, Inc. common stock may subscribe for one share of Nextron
common stock for every ____ shares of Safeguard Scientifics common stock held as
of _____________, in any account, rounded downward. THE MINIMUM SUBSCRIPTION
THAT WE WILL ACCEPT IS FOR ____ SHARES OF NEXTRON PER ANY INDIVIDUAL ACCOUNT.
Therefore, holders with accounts containing fewer than 100 shares of Safeguard
common stock as of ______________, will not be able to subscribe for shares of
Nextron. The right to participate in this program and purchase shares of Nextron
is nontransferable except involuntarily by operation of law (e.g. death or
certain dissolutions). Should an involuntary transfer occur by operation of law,
please contact ChaseMellon Shareholder Services, L.L.C., the agent for the
program, by telephone at 800-777-3674 for appropriate instructions.
The subscription price per share under the program will be the same price that
all investors will pay in Nextron's initial public offering. The price per share
will be determined by negotiations between Nextron and the underwriters of the
offering. The factors to be considered in these negotiations are described in
the preliminary prospectus accompanying this Subscription Form. Nextron
currently anticipates that its initial public offering price will be determined
in _____________ but various factors could hasten or delay this determination.
Time will not permit Nextron to notify you directly of the subscription price
and the expiration date for this offering, but Safeguard will take the actions
described in the accompanying preliminary prospectus to publicize this
information.
No offer to buy securities can be accepted, and no part of the subscription
price can be received, until the initial public offering price has been
determined and the registration statement, of which the preliminary prospectus
accompanying this Subscription Form is a part, has been declared effective. Any
Subscription Forms or payments received before then will be returned to you. All
persons electing to subscribe for shares of Nextron must complete the Election
to Purchase on the reverse side of this Subscription Form and return the
Subscription Form, together with full payment of the subscription price, to
ChaseMellon at the addresses on the back of this Subscription Form. Safeguard
will decide all questions as to the validity, form, eligibility, and acceptance
of subscriptions, and Safeguard reserves the absolute right to reject any
subscriptions not properly submitted. Safeguard also may reject any subscription
if the acceptance of the subscription would be unlawful. Once the Subscription
Form and payment have been received and accepted, your subscription may not be
revoked by you. THE SUBSCRIPTION FORM AND FULL PAYMENT OF THE SUBSCRIPTION PRICE
MUST BE RECEIVED BY CHASEMELLON NO LATER THAN 5:00 P.M. NEW YORK CITY TIME ON
THE THIRD BUSINESS DAY AFTER THE INITIAL PUBLIC OFFERING PRICE IS DETERMINED.
CHASEMELLON WILL NOT HONOR ANY SUBSCRIPTIONS RECEIVED AFTER THAT TIME AND DATE.
If you do not wish to subscribe for shares, you do not need to return this
Subscription Form. Before completing and returning this Subscription Form, you
are urged to read carefully the preliminary prospectus mailed to you with this
Subscription Form for a more complete explanation of the offering and for
information about Nextron. If Nextron cancels the initial public offering, you
will have no rights to purchase shares of Nextron and any funds previously
submitted by you will be returned. Nextron and/or Safeguard also may cancel or
modify, in whole or in part, the Safeguard Subscription Program.
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YOU SHOULD NOT RETURN THIS SUBSCRIPTION FORM OR DELIVER ANY PAYMENT UNTIL AFTER
NEXTRON HAS DETERMINED ITS INITIAL PUBLIC OFFERING PRICE. ANY SUBSCRIPTION FORMS
OR PAYMENT RECEIVED BEFORE THEN WILL BE RETURNED TO YOU. Once the initial public
offering price has been determined, Safeguard will take the actions described in
the preliminary prospectus to publicize the subscription price and the date by
which you must respond to the offer that has been made to you under this
program. If you wish to subscribe for shares at that time, you should complete
this Subscription Form and deliver payment of the subscription price to
ChaseMellon. CHASEMELLON MUST RECEIVE THE PROPERLY COMPLETED AND SIGNED
SUBSCRIPTION FORM AND FULL PAYMENT OF THE SUBSCRIPTION PRICE BY 5:00 P.M. NEW
YORK CITY TIME ON THE THIRD BUSINESS DAY AFTER NEXTRON DETERMINES ITS INITIAL
PUBLIC OFFERING PRICE. CHASEMELLON WILL STOP ACCEPTING SUBSCRIPTION FORMS AFTER
THAT TIME AND DATE. Once the Subscription Form and payment have been received
and accepted, your subscription may not be revoked by you. We suggest, for your
protection, that you deliver the completed Subscription Form and payment of the
subscription price to ChaseMellon Shareholder Services, L.L.C. by overnight or
express mail courier, or by facsimile transmission and wire transfer. The
addresses for ChaseMellon are as follows:
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By Hand Delivery: By Overnight Delivery/Express Mail Courier
ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C.
Attn: Reorganization Dept. Attn: Reorganization Dept.
120 Broadway, 13th Floor 85 Challenger Road, Mail Drop--Reorg
New York, NY 10271 Ridgefield Park, NJ 07660
By Facsimile Transmission and Wire Transfer:
ChaseMellon Shareholder Services, L.L.C. Wire to: The Chase Manhattan Bank,
New York, NY ABA # 021000021
Facsimile Transmission: (201) 296-4293 Attention: ChaseMellon Shareholder
To confirm fax, call: (201) 296-4860 Account: Reorg Account 323-859577
Services For: Safeguard/Nextron
Reference: FBO[insert your name as it appears
on the reverse side of this form]
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SUBSCRIPTION FORM--ELECTION TO PURCHASE
Subject to the terms and conditions of the Safeguard Subscription Program
described in the preliminary prospectus, receipt of which is hereby
acknowledged, the undersigned hereby elects to purchase shares of common stock
of Nextron Communications, Inc. as indicated below.
Number of shares purchased(1) (NOTE: ___ SHARE MINIMUM
REQUIRED IN EACH
ACCOUNT)(2)
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Per share subscription price $
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Payment submitted (payable to ChaseMellon
Shareholder Services, L.L.C.)(3) $
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(1) You may only purchase up to the number of shares specified on the reverse
side of this form. If the amount submitted is not sufficient to pay the
subscription price for all shares that are stated to be purchased, or if
the number of shares being purchased is not specified, the number of
shares purchased will be assumed to be the maximum number that could be
purchased upon payment of such amount. Any remaining amount will be
returned to the purchaser.
(2) Any order for less than the minimum purchase requirement will be
rejected.
(3) The subscription price must be paid by valid check or money order in U.S.
dollars payable to ChaseMellon Shareholder Services, L.L.C. or by wire
transfer as described above. The payment submitted should equal the total
shares purchased multiplied by the per share subscription price.
SHARES OF COMMON STOCK OF NEXTRON COMMUNICATIONS, INC. WILL BE ISSUED PROMPTLY
FOLLOWING THE EXPIRATION OF THE SAFEGUARD SUBSCRIPTION PROGRAM. The shares will
be registered in the same manner set forth on the face of this Subscription
Form. If your shares are held in joint ownership, all joint owners must sign
this election to purchase. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title as such. If signing for a
corporation, an authorized officer must sign and provide title. If signing for a
partnership, an authorized partner must sign and indicate title.
Please provide a telephone number at which you can be reached in the event that
we have questions regarding the information that you have supplied.
Daytime Telephone Number ( )
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Evening Telephone Number ( )
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(IF JOINTLY OWNED, BOTH MUST SIGN)
Dated: , 2000 SIGNATURE(S):
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NOTE: The above signature(s) must
correspond with the name(s) as written
upon the face of this Subscription Form
in every particular without alteration.
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SUBSTITUTE FORM W-9
DEPARTMENT OF THE TREASURY, INTERNAL REVENUE SERVICE--PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION NUMBER (TIN) FAILURE TO COMPLETE THIS FORM MAY
SUBJECT YOU TO 31% FEDERAL INCOME TAX WITHHOLDING.
Part 1: PLEASE PROVIDE YOUR TAXPAYER TIN
IDENTIFICATION NUMBER IN THE SPACE ------------------------------
PROVIDED AT RIGHT AND CERTIFY BY SIGNING Social Security or Employer
AND DATING BELOW Identification Number
Part 2: Check the box if you
are awaiting a TIN [ ]
Part 3: CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) the number
shown on this form is my correct taxpayer identification number (or a TIN has
not issued to me but I have mailed or delivered an application to receive a TIN
or intend to do so in the near future), (2) I am not subject to backup
withholding either because I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends or the IRS has notified me that I am
no longer subject to backup withholding, and (3) all other information provided
on this form is true, correct and complete.
Dated: , 2000 SIGNATURE:
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You must cross out item (2) above if you have been notified by the IRS that you
are currently subject to backup withholding because of underreporting interest
or dividends on your tax return. However, if after being notified by the IRS
that you were subject to backup withholding, you received another notification
from the IRS that you are no longer subject to backup withholding, do not cross
out item (2).
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