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EXHIBIT 4.1
DYNATECH CORPORATION
SUBSCRIPTION WARRANT FOR RIGHTS OFFERING
FOR HOLDERS OF RECORD AS OF APRIL 20, 2000
Dynatech Corporation ("Dynatech") is conducting a rights offering (the
"Rights Offering"), which entitles the holders of shares of Dynatech's common
stock (the "Common Stock"), as of the close of business on April 20, 2000 (the
"Record Date") to receive 0.389 rights (each, a "Right") for each share of
Common Stock held of record on the Record Date. Holders of Rights are entitled
to subscribe for and purchase one share of Common Stock for each one whole
Right (the "Basic Subscription Privilege") at a subscription price of $4.00 per
share (the "Subscription Price"). If any shares of Common Stock are not
purchased by holders of Rights pursuant to the Basic Subscription Privilege,
any holder exercising its Basic Subscription Privilege in full may purchase an
additional number of available Shares, if so specified in such holder's
subscription documents, subject to proration (the "Oversubscription
Privilege"). No fractional Rights or cash in lieu thereof will be issued or
paid. If the number of shares of Common Stock held on the Record Date would
result in the receipt of fractional Rights, the number of Rights issued to such
holder is being rounded down to the nearest whole number. As a result, Dynatech
shareholders that held of record fewer than three shares on the Record Date are
not eligible to purchase shares in this Rights Offering. Set forth above is the
number of shares of Common Stock held by the holder of Rights as of the Record
Date, and the number of whole shares to which such holder is entitled to
subscribe pursuant to the Basic Subscription Privilege (rounded down, if
applicable, to the nearest whole share).
For a more complete description of the terms and conditions of the Rights
Offering, please refer to the Prospectus dated June 1, 2000 (the "Prospectus"),
which is incorporated herein by reference. Copies of the Prospectus are
available upon request from Mackenzie Partners, Inc. (toll free 1 (800) 322-
2885).
This Subscription Warrant (or a Notice of Guaranteed Delivery) must be
received by Equiserve Trust Company, N.A. together with payment in full of the
subscription price by 5:00 p.m. New York City time, on or before June 19, 2000,
unless the subscription period for this Rights Offering is extended in the sole
discretion of the Company (the "Expiration Date"). Any Rights not exercised
prior to the Expiration Date will be null and void. Any subscription for shares
of Common Stock in this Rights Offering made hereby is irrevocable.
The Rights represented by this Subscription Warrant may be exercised by duly
completing Form 1 and, if you are exercising Rights through your bank or
broker, Form 2 on the rear of this Subscription Warrant. Rights holders are
advised to review the Prospectus and instructions, copies of which are
available from Mackenzie Partners, Inc., before exercising their Rights.
Rights holders should be aware that if they choose to exercise only part of
their Rights, they may not receive a new Subscription Warrant in sufficient
time to exercise the Rights evidenced thereby.
SUBSCRIPTION PRICE: $4.00 PER SHARE
Warrant No.: _______________
Record Date Shares: ________
No. of Rights issued: ______
Shares Eligible to
Subsidiaries: _________________
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FORM 1
(on reverse of Subscription Warrant)
EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably exercises one
or more Rights to subscribe for shares of Common Stock as indicated below, on
the terms and subject to the conditions specified in the Prospectus, receipt of
which is hereby acknowledged.
(a) Number of whole shares subscribed for pursuant to the Basic
Subscription Privilege:
______________ Rights x $4.00 = $______________.
(One whole Right is required to subscribe for each share.)
(b) Number of whole shares subscribed for pursuant to the Oversubscription
Privilege:
______________ x $4.00 = $______________.
(c) Total subscription payment (sum of payment amounts on lines (a) and
(b)) = $______________ total payment.*
METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOXES):
[ ] Check, bank draft, or U.S. postal money order payable to "Equiserve
Trust Company, N.A., as Subscription Agent"
[ ] Wire transfer. If you desire to make payment by wire transfer, you
must contact Equiserve Trust Company, N.A. at (781) 575-3120 to
receive a Wire Authorization Form.
(d) If the Rights being exercised pursuant to the Basic Subscription
Privilege do not constitute all of the Rights represented by the Subscription
Warrants (check only one).
[_] Deliver to the undersigned a new Subscription Warrant evidencing
the remaining Rights to which the undersigned is entitled.
[_] Do not deliver any new Subscription Warrants to me.
(e)[_] Check here if Rights are being exercised pursuant to the Notice
of Guaranteed Delivery delivered to the Subscription Agent prior
to the date hereof 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 the aggregate subscription payment enclosed or transmitted is insufficient
to purchase the total number of shares included in lines (a) and (b), or if
the number of shares being subscribed for is not specified, the Rights holder
exercising this Subscription Warrant shall be deemed to have subscribed for
the maximum amount of shares that could be subscribed for upon payment of
such amount. If the number of shares to be subscribed for pursuant to the
Oversubscription Privilege is not specified and the amount enclosed or
transmitted exceeds the aggregate Subscription Price for all shares
represented by this Subscription Warrant (the "Subscription Excess"), the
Rights holder exercising this Subscription Warrant shall be deemed to have
exercised the Oversubscription Privilege to purchase, to the extent
available, that number of whole shares of Common Stock equal to the quotient
obtained by dividing the Subscription Excess by the Subscription Price,
subject to proration as described in the Prospectus. To the extent any
portion of the aggregate Subscription Price enclosed or transmitted remains
after the foregoing procedures, such funds shall be mailed to the subscriber
without interest or deduction as soon as practicable.
Subscriber's Signature _______________ Telephone No. ( ) ___________
FORM 2
(on reverse of Subscription Warrant)
TO EXERCISE RIGHTS THROUGH YOUR BANK OR BROKER: Rights represented by this
Subscription Warrant are hereby assigned to (please print in full name and
address and Taxpayer Identification Number or Social Security Number of
transferee):
Number of Rights being exercised: ______________________________________
Name of beneficial owner and Taxpayer Identification Number or Social
Security Number:
________________________________________________________________________
Address: _______________________________________________________________
Signature(s) of Transferor(s) __________________________________________
Signatures Guaranteed by: ______________________________________________
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