EXHIBIT 99.1
FORM OF LETTER TO BE SENT TO OFFEREES
____________, 2000
[Address]
Dear ________________:
You are receiving this letter as a result of having exercised an option
granted to you under the Company's 1993 Employee and Non-Employee Director Stock
Option Plan (the "Plan"). Enclosed with this letter are:
o A Plan Summary and Prospectus dated August 31, 2000, and a Supplement
thereto dated _________, 2000
o A form of "Response to Repurchase Offer"
o A stamped, self-addressed return envelope
You have been sent this material because your options were exercised
prior to the filing by the Company of a registration statement with the
Securities and Exchange Commission covering shares subject to purchase upon the
exercise of options granted under the Plan. That filing has since been made.
However, we are offering to repurchase the Robinson Nugent shares you acquired
when you exercised your options ("Option Shares"), if you still hold those
shares. If you have sold Option Shares at a loss, then we are offering to
reimburse you for that loss.
After carefully considering your circumstances, please complete and
return to the Company the enclosed form of Response to Repurchase Offer. The
following examples should help explain this Repurchase Offer and help you
determine how best to complete the Response form.
Example 1
In July 1999, Employee A was granted an option for 100 shares at $4.125
per share. The employee exercised the option with respect to 50 of
these shares in August, 2000, and paid $206.25 (50 x $4.125) to cover
the option price. The employee continues to own all of the shares. The
employee can either keep the shares (that, as of October __, 2000 had a
closing price on Nasdaq of $___ per share) or accept the Repurchase
Offer and sell the shares to the Company for $4.125 per share. If the
employee wants to accept the Repurchase Offer and sell the shares back
to the Company, the employee would elect "Option #1" and sign, date and
return the Response form along with the share certificates. If the
employee elects to keep the shares, the employee would elect "Option
#3" and sign, date and return the Response form.
Example 2
In July 1994, Employee B was granted an option for 100 shares at $13
per share. The employee exercised the option with respect to all of
these shares in December, 1999, and paid $1,300 (100 x $13) to cover
the option price. The employee held the shares for several months. In
March, 2000, the employee sold the shares on the open market for $12
per share, and received $1,200 (less any expenses of sale). This
employee has a loss of $100 on the transaction. The Company will
reimburse the employee for this loss. In order to be reimbursed by the
Company, the employee needs to elect "Option #2" and sign, date and
return the Response form along with documentation (such as a broker's
confirmation) establishing the loss.
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Example 3
In July 1999, Employee C was granted an option for 100 shares at $4.125
per share. The employee exercised the option to purchase 50 of these
shares in August, 2000, and paid $206.25 (50 x $4.125) to cover the
option price. The employee then sold all of the shares at $14 per
share. The employee made a profit of $493.75 (50 x $9.875) on the
transaction. The employee no longer owns the shares, and has no loss to
be reimbursed. Under these circumstances, the employee should elect
"Option #3" and sign, date, and return the Response form.
In the event you decide to accept this offer, and wish to sell your
Option Shares back to the Company or to be reimbursed for a loss on the sale of
Option Shares, please complete the enclosed response form indicating that you
accept our offer, marking either Option # 1 or Option # 2, or both, as
appropriate, and return the Response form, along with the stock certificate(s)
for the shares that you wish to have repurchased, or documentation establishing
the amount of any loss on a sale of the shares, to the Company in the return
envelope provided. The Response form must be received at the Company prior to
the close of business on ___________, 2000.
Upon receipt of these documents, we will promptly forward to you the
purchase price you paid for the shares, in cash, plus interest at the rate of 8%
from the date on which you exercised your stock options, or we will promptly
reimburse you for your loss, plus interest at the rate of 8% from the date of
the sale transaction, as applicable.
If you decide to retain your Option Shares and reject the Company's
Repurchase Offer, please complete the response form indicating that you reject
this offer and that you will retain your Option Shares, and return the form to
the Company in the return envelope.
Please note that a decision to accept this offer will not reinstate
your previously exercised stock options. The offer is limited to the opportunity
to repurchase your Option Shares on the terms outlined in this letter.
If you have any questions with regard to this matter, please do not
hesitate to contact the undersigned.
Very truly yours,
ROBINSON NUGENT, INC.
By:
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Larry W. Burke, President
