<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 31, 1995
ACCLAIM ENTERTAINMENT, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-16986 38-2698904
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(Commission File Number) (IRS Employer Identification Number)
One Acclaim Plaza, Glen Cove, New York 11542-2708
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (516) 656-5000
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(Former Name or Former Address, if Changed Since Last Report)
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Page 1 of 12 Pages
Exhibit Index located at page 4
<PAGE>
ITEM 5. OTHER EVENTS.
On August 31, 1995, Acclaim Entertainment, Inc. (the "Registrant") and
Lazer-Tron Corporation ("Lazer-Tron") announced (i) the approval by Lazer-Tron
shareholders of the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of March 22, 1995 and amended as of June 15, 1995 and as of July 24,
1995, between the Registrant, Lazer-Tron and Acclaim Arcade Holdings, Inc.
("Holdings"), a wholly-owned Delaware subsidiary of the Registrant, and the
merger (the "Merger"), and (ii) the consummation of the Merger whereby the
Registrant acquired all the outstanding shares of Lazer-Tron in a transaction
pursuant to which Holdings merged with and into Lazer-Tron, with Lazer-Tron
remaining as the surviving corporation of the Merger and a wholly-owned
subsidiary of the Registrant.
In connection with the Merger, upon surrender of their Lazer-Tron share
certificates, shareholders of Lazer-Tron common stock have the right to
receive 0.314 shares of Acclaim common stock for each share of Lazer-Tron
common stock held. Under the Merger Agreement, the fraction of a share of
common stock of Acclaim to be received by Lazer-Tron shareholders was
determined by dividing $8.00 by the average closing stock price of Acclaim
common stock as quoted on Nasdaq over a twenty business-day trading period
commencing on August 2, 1995 and ending on August 29, 1995. The average
closing price of the common stock of Acclaim over such period was $25.53.
A letter of transmittal has been sent to all Lazer-Tron shareholders of
record instructing them as to the exchange procedures for submission of their
Lazer-Tron stock certificates for Registrant's stock certificates.
Lazer-Tron's common stock has been delisted and deregistered and is no longer
traded on The Nasdaq Stock Market.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
1. Agreement and Plan of Merger, dated as of March 22, 1995 and amended as
of June 15, 1995 and as of July 24, 1995, between the Registrant,
Lazer-Tron and Holdings.(1)
2. Registrant and Lazer-Tron Joint Press Release, dated August 31, 1995.
3. Letter of Transmittal to Lazer-Tron shareholders, dated September 1,
1995.
---------------
(1) Incorporated by reference to Exhibits 2, 2.1 and 2.2 to Registrant's
Registration Statement on Form S-4 (Commission File No. 33-58883).
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ACCLAIM ENTERTAINMENT, INC.
By /s/ James Scoroposki
--------------------------
Name: James Scoroposki
Title: Co-Chairperson
Date: September 13, 1995
3
<PAGE>
EXHIBIT INDEX
Exhibit DESCRIPTION Page
------- ----------- ----
2 Agreement and Plan of Merger, dated as
of March 22, 1995 and amended as of
June 15, 1995 and as of July 24, 1995,
between the Registrant, Lazer-Tron
and Holdings.(1)
99.1 Registrant and Lazer-Tron Joint Press 5
Release, dated August 31, 1995.
99.2 Letter of Transmittal to Lazer-Tron 6
shareholders, dated September 1, 1995.
---------------
(1) Incorporated by reference to Exhibits 2, 2.1 and 2.2 to Registrant's
Registration Statement on Form S-4 (Commission File No. 33-58883).
4
<PAGE>
Exhibit 99.1
[Letterhead of Acclaim Entertainment, Inc.]
NEWS
( BW)(ACCLAIM/LAZER-TRON)(AKLM)(LZTN) ACCLAIM AND LAZER-TRON
ANNOUNCE CONSUMMATION OF MERGER
GLEN COVE, NY--(BUSINESS WIRE)--August 31, 1995--Acclaim Entertainment,
Inc. (NASDAQ: AKLM) and Lazer-Tron Corporation (NASDAQ: LZTN) today announced
the approval by Lazer-Tron shareholders of the Agreement and Plan of Merger and
the Merger and the consummation of the Merger, whereby Acclaim acquired all the
outstanding shares of Lazer-Tron in a stock merger transaction.
In connection with the Merger, upon surrender of their Lazer-Tron share
certificates, shareholders of Lazer-Tron common stock have the right to
receive 0.314 shares of Acclaim common stock for each share of Lazer-Tron
common stock held. A letter of transmittal will be sent to all Lazer-Tron
shareholders of record instructing them how to submit their certificates for
exchange. Lazer-Tron's common stock will be delisted and deregistered and
will no longer be traded on the NASDAQ Stock Market.
"We are pleased to complete the acquisition of Lazer-Tron, which broadens
Acclaim's offerings in the arcade and family entertainment center markets,"
says Robert Holmes, president of Acclaim. "We look forward to coupling
Lazer-Tron's strong design, operations and merchandising capabilities with
Acclaim's marketing and distribution resources to expand our entertainment
successes into this significant new area."
Lazer-Tron designs, develops, manufactures and markets a line of
interactive, technologically advanced coin-operated ticket redemption games
for use in family entertainment centers and other venues.
Acclaim Entertainment, Inc., with offices in Canada, France, Germany,
Japan, Spain and the United Kingdom, is a leading worldwide publisher of:
software and peripherals for Nintendo, Sega, Sony, personal computer and
CD-ROM hardware systems; and comic books under the Valiant, Armada and
Windjammer imprints. Acclaim also develops coin-operated arcade games and
operates blue screen and motion capture studios, as well as A.D.I., a global
sales and distribution company for products from a variety of entertainment
software publishers, including Digital Pictures, Domark, Interplay, Marvel and
Sunsoft. Acclaim, which recently formed a new company with Tele-Communications,
Inc. for electronically distributed interactive entertainment, is publicly
traded on the NASDAQ National Market System under the symbol AKLM.
CONTACT: FOR LAZER-TRON: FOR ACCLAIM:
Norman Petermeier or (Financial)
510/460-0873 Anthony Williams
Dawn Berrie
(Media)
Allyne Mills
516/656-5000
(end)
<PAGE>
Exhibit 99.2
[Letterhead of Acclaim Entertainment, Inc.]
September 1, 1995
TO: ALL COMMON STOCKHOLDERS OF LAZER-TRON CORPORATION
At a special shareholder's meeting of Lazer-Tron Corporation
("Lazer-Tron") held on August 31, 1995, the shareholders of Lazer-Tron approved
an Agreement and Plan of Merger, as amended (the "Merger Agreement"), and the
merger (the "Merger") contemplated thereby pursuant to which Lazer-Tron became a
wholly-owned subsidiary of Acclaim Entertainment, Inc. ("Acclaim").
Pursuant to the Merger Agreement, each share of Lazer-Tron common stock
held by you has been converted into 0.314 shares of common stock of Acclaim. In
lieu of the issuance of any fractional shares of Acclaim common stock, each
holder of Lazer-Tron common stock who would otherwise be entitled to receive a
fractional share is entitled to receive an amount of cash equal to $25.53
multiplied by the fraction of a share of Acclaim common stock to which such
holder would otherwise be entitled.
Your certificate(s) for Lazer-Tron common stock now represent the right to
receive a number of shares of Acclaim common stock equal to 0.314 multiplied by
the number of shares of Lazer-Tron common stock you owned immediately before the
consummation of the Merger (less any resulting fractional shares), together with
cash in lieu of any such fractional shares.
To obtain a new Acclaim common stock certificate, please (i) complete the
enclosed Letter of Transmittal, (ii) attach the Letter of Transmittal to your
Lazer-Tron common stock certificate(s) and (iii) forward both the Letter of
Transmittal and your Lazer-Tron common stock certificate(s) to American
Securities Transfer, Inc. at the address listed on the front cover of the Letter
of Transmittal. Your surrendered Lazer-Tron common stock certificate(s) need
not be endorsed or accompanied by stock powers if issuance or delivery is to be
made to the registered holder(s) of such certificate(s) and such registered
holder(s) sign the attached Letter of Transmittal. The transfer fee of $10.00
per certificate will be paid by Acclaim. Certificate(s) for Acclaim common
stock will be mailed as soon as practicable after receipt of all required
documents.
In the event that your Lazer-Tron common stock certificate(s) have been
lost, stolen or destroyed, please contact Acclaim's exchange agent, American
Securities Transfer, Inc., at the address listed on the front page of the Letter
of Transmittal for instructions for replacing such lost, stolen, or destroyed
certificate(s).
You are urged immediately to complete and deliver the Letter of
Transmittal, together with your certificate(s) for shares of Lazer-Tron common
stock, in order to receive the certificates for Acclaim common stock and the
cash payment, if any, to which you are entitled as a consequence of the Merger.
Please read carefully and follow the instructions and terms and conditions
of the Letter of Transmittal.
ACCLAIM ENTERTAINMENT, INC.
By /s/ Gregory E. Fischbach
-----------------------------
Gregory E. Fischbach
Chief Executive Officer
<PAGE>
LETTER OF TRANSMITTAL
To Accompany Shares of Common Stock of
LAZER-TRON CORPORATION
Mail or deliver this Letter of Transmittal, or a facsimile hereof, together with
the certificate(s) representing your shares of Lazer-Tron common stock, to
American Securities Transfer, Inc., the exchange agent for Acclaim
Entertainment, Inc., at the following address:
American Securities Transfer, Inc.
938 Quail Street
Suite 101
Lakewood, Colorado 80215-5513
For information, call: (303) 234-5300
Gentlemen:
The undersigned hereby surrenders the number of shares (the "Shares") of
common stock (the "Lazer-Tron Common Stock"), no par value, of Lazer-Tron
Corporation ("Lazer-Tron") represented by the certificate(s) described below, in
exchange for a certificate representing shares of common stock (the "Acclaim
Common Stock"), par value $0.02 per share, of Acclaim Entertainment, Inc.
("Acclaim"), pursuant to the Agreement and Plan of Merger, as amended (the
"Merger Agreement"), and the merger contemplated thereby pursuant to which
Lazer-Tron became a wholly-owned subsidiary of Acclaim on the terms and
conditions set forth in the Merger Agreement and as described in the
Prospectus/Proxy Statement dated June 21, 1995, as supplemented by the
Supplement dated August 16, 1995 (the "Proxy Statement").
The undersigned hereby represents and warrants that the undersigned has
full power and authority to surrender the certificate(s) described below and
that, upon request by Acclaim or American Securities Transfer, Inc., the
undersigned will execute any additional documents necessary or desirable to
perfect the surrender, to permit the completion of the exchange or both. The
undersigned hereby surrenders to Acclaim all right, title and interest in and to
the Shares and irrevocably constitutes and appoints American Securities
Transfer, Inc. (the "Exchange Agent") and Acclaim the lawful attorneys-in-fact
of the undersigned, with full power of substitution, to deliver such Shares,
together with all accompanying evidence of authority, to Acclaim and to effect
the cancellation of such Shares. All authority herein conferred or agreed to be
conferred shall not be affected by, and shall survive, the death or incapacity
of the undersigned and any obligations of the undersigned hereunder shall be
binding upon the heirs, personal representatives, successors, assigns,
administrators and executors of the undersigned. The representations,
warranties, covenants and agreements of the undersigned contained in this Letter
of Transmittal shall survive the delivery by Acclaim of the certificate(s)
representing shares of Acclaim Common Stock.
The undersigned hereby acknowledges that the undersigned has received and
read the Proxy Statement referred to in the first paragraph hereof and the
"General Instructions" accompanying this Letter of Transmittal.
DESCRIPTION OF SHARES SURRENDERED
(Type or Print)
1) Name and Address of 2) Certificate No(s). Number of Shares of
Registered Holder Lazer-Tron Common Stock
Represented by Certificate(s)
_____________________ ___________________ ___________________
_____________________ ___________________ ___________________
_____________________ ___________________ ___________________
(continued on next page)
<PAGE>
Please issue one certificate for the shares of Acclaim Common Stock to
which the undersigned is entitled in the name of the undersigned shown above
(unless a different name is indicated in the Special Issuance Instructions
below), for delivery of the same by mail to the address shown above (unless a
different address is indicated in the Special Delivery Instructions below).
3) SPECIAL ISSUANCE INSTRUCTIONS:
(Fill in this space only if the name or address on the new certificate is
to be different from the name or address of the registered holder in
Section 1 above.)
Important: See Instruction F of General Instructions.
(Type or Print)
Name: __________________________________________
Address: _______________________________________
(Number and Street)
________________________________________________
(City) (State) (ZIP)
________________________________________________
(Social Security or Tax Identification Number)
4) SPECIAL DELIVERY INSTRUCTIONS:
(Fill in this space only if the new certificate should be mailed to a
different name or address from the name or address of the registered
holder in Section 1 above.)
(Type or Print)
Name: _________________________________________
Address: ______________________________________
(Number and Street)
______________________________________________
(City) (State (ZIP)
5) PLEASE SIGN HERE:
(Signature of Registered Holder(s) or Agent)
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position-listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney- in-fact, officer of a corporation or
other person(s) acting in a fiduciary or representative capacity, please set
forth full title and see Instruction G of General Instructions.)
Name(s) _____________________________________
______________________________________________
(Please Print or Type)
Capacity (Full Title): ______________________
Phone No.: ( ) _____________________________
Date: ________________________________________
______________________________________________
(Social Security or Tax Identification Number)
6) SIGNATURE(S) GUARANTEED, IF REQUIRED
Important: See Instruction F of General Instructions.
Name of Firm: ________________________________
(Please Print or Type)
By: __________________________________________
(Authorized Signature)
Name: ________________________________________
(Please Print or Type)
Title: _______________________________________
Address: _____________________________________
(Number and Street)
______________________________________________
(City) (State) (ZIP)
Phone No.:( ) _______________________________
Date: _________________________________________
(continued on next page)
<PAGE>
7) TAXPAYER IDENTIFICATION NUMBER:
(The registered holder is required to give the Exchange Agent the social
security number or employer identification number of the registered holder of
the certificate(s). If the certificate(s) are in more than one name or are
not in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report.
PLEASE FILL IN ALL OF THE APPROPRIATE BOXES BELOW.
PAYER'S NAME: American Securities Transfer, Inc.
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Name as shown above on account (if joint account, list first and circle the
name of the person or entity whose number you enter in Part I below).
___________________________________________________________________________
Address (if shareholder does not complete, signature in Part I below will
constitute a certification that the above address is correct).
___________________________________________________________________________
City, State and ZIP code.
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Substitute
Form W-9
Department of the Treasury
Internal Revenue Service
Payers Request for Taxpayer
Identification Number (TIN)
---------------------------------------------------------------------------
Part I - PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND Social Security Number
CERTIFY BY SIGNING AND DATING OR
BELOW. ______________________________
Employer Identification Number
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Part II - For Payees exempt from backup withholding, see the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 and complete as instructed.
----------------------------------------------------------------------------
Part III - Awaiting TIN / /
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Certification. Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (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.
Certification Instructions. You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because of
underreported 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). (Also see instructions in the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9)
Signature _____________________________________________ Date ____________
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<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payer
-- Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by
one hyphen: i.e., 00-0000000. The table below will help determine the number
to give the payer.
<TABLE>
<CAPTION>
---------------------------------------------------------------- -------------------------------------------------------------
Give the SOCIAL Give the EMPLOYER
For this type of account: SECURITY number For this type of account: IDENTIFICATION
of - number of -
---------------------------------------------------------------- -------------------------------------------------------------
<S> <C> <C> <C>
1. An individual's account The individual 6. A valid trust, estate or The legal entity (Do not
pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity
itself is not designated
in the account title)(4)
2. Two or more The actual owner of 7. Corporate account The corporation
individuals (joint the account or, if
account) combined funds, the
first individual on the
account.(1)
3. Custodian account of The minor(2) 8. Association, club The organization
a minor (Uniform Gift religious, charitable,
to Minors Act) educational or other
tax-exempt
organization
4. a. The usual The grantor-trustee(1) 9. Partnership account The partnership
revocable savings
trust account
(grantor is also
trustee)
b. So-called trust The actual owner(1) 10. A broker or registered The broker or nominee
account that is not nominee
a legal or valid
trust under State
law
5. Sole proprietorship The owner(3) 11. Account with the The public entity
account Department of
Agriculture in the
name of a public entity
(such as a State or
local government,
school district or
prison) that receives
agricultural program
payments
--------------------------------- ----------------------------- --------------------------------- ------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner.
(4) List first and circle the name of the valid trust, estate or pension
trust. Note: If no name is circled when there is more than one name, the
number will be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempt from backup withholding on ALL payments include the
following:
o A corporation.
o A financial institution.
o An organization exempt from tax under Section 501(a), or an individual
retirement plan, or a custodial account under 403(b)(7).
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
o An international organization, or any agency or instrumentality thereof.
o A dealer in securities or commodities required to register in the U.S. or a
possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under Section 584(a).
o A trust exempt from tax under Section 664 or described in Section 4947.
o An entity registered at all times during the tax year under the Investment
Company Act of 1940.
o A foreign central bank of issue.
o Payments made to a middleman known in the investment community as a nominee
or listed in the most recent publication of the American Society of
Corporate Secretaries, Inc., Nominee List.
o A futures commission merchant registered with the Commodity Futures Trading
Commission.
Payments of dividends and patronage dividends not generally subject to
withholding include the following:
o Payments to nonresident aliens subject to withholding under Section 1441.
o Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid in
money.
o Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include
the following:
o Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt interest dividends under
Section 852).
o Payments described in Section 6049(b)(5) to nonresident aliens.
o Payments of tax-free covenant bonds under Section 1451.
o Payments made by certain foreign organizations.
o Mortgage interest paid by you.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT
TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see Sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A and 6050N, and the regulation thereunder.
Privacy Act Notice. Section 6109 requires most recipients of dividend, interest
or other payments to give taxpayer identification numbers to payers who must
report the payments to the IRS. The IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 20% of certain
taxable payments to a payee who does not furnish a taxpayer identification
number to a payer. Certain penalties may also apply.
PENALTIES
(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to wilful neglect.
(2) Failure to Report Certain Payments. If you fail to include properly on
your tax return certain items reported to the IRS such failure will be treated
as being due to negligence and will be subject to a penalty of 5% on any portion
of an underpayment of tax attributable to that failure unless there is clear and
convincing evidence to the contrary.
(3) Civil Penalty for False Information With Respect to Withholding. If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) Criminal Penalty for Falsifying Information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE
<PAGE>
GENERAL INSTRUCTIONS FOR SURRENDER OF CERTIFICATES
REPRESENTING SHARES OF LAZER-TRON COMMON STOCK
A) Address. Enter your current name and address in Section 1 of the
Letter of Transmittal. If the name or address on the new certificate is to be
different from your current address, fill in Section 3 of the Letter of
Transmittal.
B) Certificates. Enter your certificate number(s) and corresponding
Lazer-Tron shares represented by each certificate in Section 2 of the Letter
of Transmittal.
C) Special Delivery Instructions. Indicate the address in Section 4 of
the Letter of Transmittal to which you desire the replacement Acclaim
certificate(s) mailed. Please do not complete this section if you wish to have
the certificate(s) returned to your present address listed in Section 1 of the
Letter of Transmittal.
D) Delivery to Exchange Agent. Attach this completed Letter of
Transmittal to your Lazer-Tron certificate(s) and forward to American Securities
Transfer, Inc. at the address set forth on the front cover of the Letter of
Transmittal. The method of delivery is at the option and risk of the
surrendering shareholder. Delivery will be deemed effective only when received
by the Exchange Agent. If the certificate(s) are sent by mail, registered mail
with return receipt requested and properly insured is suggested.
E) New Certificate to be Issued in the Same Name. If the new certificate
is to be issued in the same name as that in which the surrendered certificate(s)
is registered, the Letter of Transmittal should be completed and signed exactly
as the surrendered certificate(s) is registered. Do not sign the
certificate(s).
If any of the Shares of Lazer-Tron Common Stock surrendered hereby are
owned by two or more joint owners, all such owners must sign the Letter of
Transmittal in a manner corresponding with the names as written on the face of
the certificate(s) submitted herewith without any deviation therefrom.
If any surrendered Shares of Lazer-Tron Common Stock are registered in
different names on several certificates, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal as there are different
registrations of certificates.
F) New Certificate in Different Name. If the new certificate is to be
issued in a name different from that in which the surrendered certificate(s) are
registered, the Letter of Transmittal should be completed and signed in Section
5 of the Letter of Transmittal exactly as the certificate(s) are registered; if
a joint account, each owner must sign. Do not sign the certificate(s). The
signature(s) must be guaranteed in Section 6 of the Letter of Transmittal by a
commercial bank, federally chartered savings and loan or trust company in the
United States or by a member firm of any national securities exchange or of the
National Association of Securities Dealers, Inc.
If a transfer of ownership is involved and an assignment is executed by a
trustee, executor, administrator, guardian, officer of a corporation,
attorney-in-fact or other person acting in a representative fiduciary capacity,
proper evidence of the authority of such person to assign, sell or transfer the
stock must be forwarded to the Exchange Agent with the stock. Such signature(s)
must be guaranteed.
G) Persons Acting in a Fiduciary Capacity. Letters of Transmittal
executed by trustees, executors, administrators, guardians, officers of
corporations, attorneys-in-fact or others acting in a fiduciary or
representative capacity must be accompanied by proper evidence of the signer's
authority to act.
H) Substitute Form W-9. The registered holder is required to give the
Exchange Agent the social security number or employer identification number of
the registered holder of the certificate(s) by completing the Substitute Form
W-9 provided in Section 7 of the Letter of Transmittal.
I) No Conditional Surrender. No alternative, conditional or contingent
surrender of Shares is permitted and none will be accepted.
J) Inadequate Space. If the space provided herein is inadequate, the
certificate numbers or the number of Shares should be listed on a separate
signed schedule attached hereto.
K) Miscellaneous. Acclaim shall have the absolute right to reject any or
all surrenders of certificates representing shares of Lazer-Tron common stock
which are not in proper form and to waive any irregularities or conditions of
such surrenders. All questions with respect to the Letter of Transmittal will
be determined by Acclaim, whose determination shall be final and binding.
