<PAGE>
LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES FORMERLY REPRESENTING
SHARES OF COMMON STOCK OF
PDK LABS INC.
By Mail or Hand Delivery to:
Exchange Agent
American Stock Transfer & Trust Company
40 Wall Street-46th Floor
New York, NY 10005
|_| CHECK HERE IF YOU CANNOT LOCATE YOUR CERTIFICATE(S) AND REQUIRE ASSISTANCE
IN REPLACING THEM. UPON RECEIPT OF A NOTIFICATION ON THIS LETTER OF
TRANSMITTAL, THE EXCHANGE AGENT WILL CONTACT YOU DIRECTLY WITH REPLACEMENT
INSTRUCTIONS.
If you require additional information, please call American Stock Transfer &
Trust Company (the "Exchange Agent") at (800) 937-5449
NOTE SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS.
This letter of transmittal form should be promptly (i) completed and signed
both in Boxes B and D and (ii) mailed or delivered with your certificate(s)
representing shares of PDK Labs Inc. common stock or preferred stock to
American Stock Transfer & Trust Company, acting as Exchange Agent, at the
above-listed address.
BOX A
CERTIFICATES ENCLOSED
<TABLE>
<CAPTION>
Name and Address of Registered Holder(s) Certificate Number Class of
As shown on the Stock Certificates Number(s) of Shares Shares
<S> <C> <C> <C>
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Total Preferred Shares
(Attach additional schedule if necessary) Total Common Shares
</TABLE>
Ladies and Gentlemen:
Pursuant to an agreement and plan of merger, dated as of August 3, 2000, as
amended on September 21, 2000, by and among PDK Acquisition Corp.
("Acquisition Sub") and PDK Labs Inc., and in compliance with the
instructions set forth in this letter of transmittal, the undersigned hereby
surrenders to you for cancellation, as Exchange Agent, certificate(s)
representing all of the undersigneds shares of PDK Labs Inc. (the "Shares")
listed in Box A in exchange for $5.00 for each share of common stock and $8.00
for each share of preferred stock so surrendered.
The undersigned hereby represents and warrants that the undersigned was the
registered holder of the Shares at the close of business on November 8, 2000,
with good title to the Shares and full power and authority to sell,
<PAGE>
assign, transfer and surrender the Shares represented by the enclosed
certificate(s), free and clear of any liens, claims, charges or encumbrances
whatsoever. The undersigned will, upon request, execute any additional
documents necessary or desirable to complete the surrender and exchange of the
Shares. The undersigned hereby irrevocably appoints the Exchange Agent, as
agent of the undersigned, to effect the exchange. All authority conferred or
agreed to be conferred in this letter of transmittal will be binding on the
successors, assigns, heirs, executors, administrators and legal
representatives of the undersigned and will not be affected by, and will
survive, the death or incapacity of the undersigned.
It is understood and agreed that the undersigned will not receive any cash
until the certificate(s) representing the Shares owned by the undersigned are
received by the Exchange Agent at the address set forth above, together with
any other documents the Exchange Agent may require and until the
certificate(s) and other documents are processed for exchange by the Exchange
Agent. It is further understood and agreed that no interest will accrue on any
cash.
In exchange for the enclosed certificate(s), unless otherwise indicated in
Boxes E and F which are captioned Special Issuance and Special Delivery
Instructions, the undersigned requests a check for cash in the name of the
undersigned. Similarly, unless otherwise indicated in Box F, please mail the
check to the undersigned at the address shown below. In the event that both
the Special Issuance Instructions of Box E and the Special Delivery
Instructions of Box F are completed, please issue the check in the name of,
and mail the check to the person or entity so indicated at the address
indicated in Box B. Appropriate signature guarantees have been included for
Shares for which Special Issuance Instructions and/or Special Delivery
Instructions have been given.
All holders of PDK Labs Inc. common stock or preferred stock must complete
Boxes A, B, and D and enclose their stock certificates.
HOLDER CERTIFICATION
The undersigned in Box B hereby represents and warrants that the undersigned
has full power and authority to deliver for surrender and cancellation the
above-described certificate(s) delivered herewith and that the rights
represented by the certificate(s) are free and clear of all liens,
restrictions, charges and encumbrances and are not subject to any adverse
claim. The undersigned will, upon request, execute any additional documents
necessary or desirable to complete the exchange of the certificate(s)
surrendered herewith. All authority herein conferred shall survive the death
or incapacity of the undersigned and all obligations of the undersigned
hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Delivery of the certificate(s) for
cancellation and exchange is irrevocable.
<PAGE>
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BOX B
SIGN HERE
(To be completed by all person(s)
surrendering certificates)
-------------------------------------------
-------------------------------------------
(Signature(s) of holder(s))
Dated:
-------------------------------------
Names(s):
-------------------------------------
-------------------------------------
-------------------------------------
Address:
-------------------------------------
-------------------------------------
(Including zip code)
|_| Check box if change of address
Phone:
Must be signed- by registered
holder(s) exactly as name(s) appear(s)
on stock certificate(s) or by person(s)
authorized to become registered
holder(s) by documents transmitted
herewith. If signature is by trustee,
executor, administrator, guardian,
attorney-in-fact, officer of a
corporation or In any other fiduciary
or representative capacity, please set
forth full title. (See instruction 4).
Title:
-----------------------------------
(Other than signature(s), please
print or type)
---------------------------------------------------------------
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BOX C
SIGNATURE GUARANTEE
(See Instructions I and 4)
Complete ONLY if required by Instructions 1 and 4.
The undersigned hereby guarantees the signature(s)
which appear(s) in the opposite signature box.
-------------------------------------------
(Name of firm issuing guarantee)
-------------------------------------------
(Signature of officer)
-------------------------------------------
(Title of officer signing guarantee)
-------------------------------------------
-------------------------------------------
(Address of guaranteeing firm)
-------------------------------------------
(Date)
(Other than signature, please print or type)
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IMPORTANT TAX INFORMATION
PLEASE PROVIDE YOUR SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER ON
THIS SUBSTITUTE FORM W-9 AND CERTIFY THEREIN THAT YOU ARE NOT SUBJECT TO
BACKUP WITHHOLDING. FAILURE TO DO SO WILL SUBJECT YOU TO 31% FEDERAL INCOME
TAX WITHHOLDING FROM YOUR PAYMENT CHECKS.
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BOX D
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SUBSTITUTE FORM W-9
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Part I --- Please provide the Taxpayer
Identification Number ("TIN") of the person --------------------------
submitting this Letter of Transmittal on the Social Security Number
line at right and certify by signing and dating or Employer
below. Identification Number
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Part II --- The undersigned Is an Exempt Payee |_| (check here)
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<PAGE>
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Part III --- CERTIFICATE FOR FOREIGN RECORD HOLDERS
Under penalty of perjury, I certify that I am not a United States citizen
or resident (or I am signing for a foreign corporation, partnership, estate
or Trust).
Signature Date
------------------------------ ------------------------
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Certification -- Under penalties of perjury, the undersigned hereby
certifies the following:
(1) The TIN shown in Part I above is the correct TIN of the person who
is submitting this Letter of Transmittal and who is required by law
to provide such TIN; and
(2) The person who is submitting this Letter of Transmittal and who is
required by law to provide such TIN is not subject to backup
withholding because such person has not been notified by the
Internal Revenue Service ("IRS") that such person is subject to
backup withholding, or because the IRS has notified such person that
he or she is no longer subject to backup withholding, or because
such person is an exempt payee.
Note: You must cross out item (2) above if you have been notified by the
IRS that you are subject to backup withholding unless you have been notified
by the IRS that you are no longer subject to backup withholding.
Signature Date
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SPECIAL ISSUANCE AND MAILING INSTRUCTIONS
The undersigned understands that the payment checks to be issued with
respect to the shares of PDK Labs Inc. common stock and preferred stock
surrendered will be issued in the same name(s) as the certificate(s)
surrendered and will be mailed to the address of the registered holder(s)
indicated above, unless otherwise indicated in Box E and/or Box F below.
If Box E is completed, the signature of the undersigned must be guaranteed
as set forth in Instruction 4.
----------------------------------- ---------------------------------------
BOX E BOX F
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See instruction 6) (See instruction 6)
TO BE COMPLETED ONLY if the TO BE COMPLETED ONLY if the
payment checks are to be payable payment checks are to be delivered
to, someone other than the to the registered holder(s) or
registered holders(s) set forth someone other than the registered
above. holder(s) at an address other than
that shown above.
ISSUE TO:
MAIL TO:
Name ------------------------------
Name -------------------------------
Address ---------------------------
(street and number) Address ----------------------------
(street and number)
----------------------------------
(city, state and zip code) -----------------------------------
(city, state and zip code)
---------------------------------- (Employer Identification or Social
(Employer Identification or Social Security Number)
Security Number)
(Please print or type)
(Please print or type)
------------------------------------ ---------------------------------------
<PAGE>
INSTRUCTIONS
You will not receive a check representing cash in exchange for your
certificate(s) of PDK Labs Inc.common stock or preferred stock until the
certificate(s) owned by you are received by the Exchange Agent at the address
set forth above, together with any other documents the Exchange Agent may
require, and until the certificate(s) and other documents are processed for
exchange by the Exchange Agent. No interest will accrue on any amounts due in
cash.
1. GUARANTEE OF SIGNATURES.
No signature guarantee is required on this letter of transmittal (i) if you
have signed this letter of transmittal and are the registered holder of the
Shares surrendered with it unless you have completed either the box captioned
Special Issuance Instructions or the box captioned Special Delivery
Instructions on the letter of transmittal, or (ii) if the Shares are to be
surrendered for the account of a member firm of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or by a commercial bank or trust company having an office or
correspondent in the United States or by any other "Eligible Guarantor
Institution" as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, each of which we refer to as an Eligible
Institution. In all other cases, all signatures on the letter of transmittal
must be guaranteed by an Eligible Institution.
Eligible Institutions include: (i) a bank, as that term is defined in
Section 3(a) of the Federal Deposit Insurance Act; (ii) a broker, dealer,
municipal securities dealer, municipal securities broker, government
securities dealer or government securities broker, as those terms are defined
under the Securities Exchange Act of 1934; (iii) a credit union, as that term
is defined in Section 19(b)(1)(A) of the Federal Reserve Act; (iv) a national
securities exchange, registered securities association, or clearing agency, as
those terms are used under the Securities Exchange Act of 1934; or (v) a
savings association; as that term is defined in Section 3(b) of the Federal
Deposit Insurance Act. Notaries public cannot execute an acceptable guarantee
of signature.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES.
You should deliver this letter of transmittal, properly completed and duly
executed, with your PDK Labs Inc. certificate(s), to the Exchange Agent at the
address set forth in this letter of transmittal.
THE METHOD OF DELIVERY OF YOUR CERTIFICATE(S) AND ALL OTHER REQUIRED
DOCUMENTS IS YOUR CHOICE AND IS AT YOUR RISK. IF YOU SEND YOUR CERTIFICATE(S)
BY MAIL WE RECOMMEND THAT YOU SEND THEM BY REGISTERED MAIL, PROPERLY INSURED,
WITH RETURN RECEIPT REQUESTED. THE RISK OF LOSS AND TITLE TO YOUR
CERTIFICATE(S) WILL PASS ONLY ON DELIVERY OF THE CERTIFICATE(S) TO THE
EXCHANGE AGENT.
PDK Labs Inc. will determine all questions as to the validity, form and
eligibility of your surrender of certificate(s) under this letter of
transmittal. PDK Labs Inc. may delegate the power to make these determinations
in whole or in part to the Exchange Agent. Determinations by PDK Labs Inc.
and/or the Exchange Agent will be final and binding. PDK Labs Inc. reserves
the right to waive any irregularities or defects In the surrender of any
certificate(s). A surrender will not be deemed to have been made until all
irregularities have been cured or waived.
3. INADEQUATE SPACE.
If the space provided on this letter of transmittal is inadequate, your
certificate numbers and the numbers of Shares that they represent should be
listed on a separate schedule and attached to this letter of transmittal.
4. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.
If this letter of transmittal is signed by the registered holder of the
certificate(s) surrendered with this letter of transmittal, the signature of
the registered holder must correspond exactly with the name written on the
face of the certificate(s) without alteration, enlargement or any change
whatsoever.
If the certificate(s) surrendered with this letter of transmittal is owned
of record by two or more joint owners, all of the owners must sign this letter
of transmittal.
If any Shares that are surrendered are registered in different names on
several certificates, you will need to complete, sign and submit as many
separate letters of transmittal as there are different registrations of
certificates.
When this letter of transmittal is signed by the registered owner(s) of the
certificate(s) listed and surrendered with this letter of transmittal, no
endorsements of certificates or separate stock powers are required.
<PAGE>
If this letter of transmittal is signed by a person other than the
registered owner(s) of the certificate(s) listed or if the check is to be
issued in the name of anyone other than the registered owner(s) or mailed to
person(s) other than the person(s) signing this letter of transmittal, the
certificate(s) must be endorsed or accompanied by appropriate stock powers, in
either case signed by the registered owner or owners or a person with full
authority to sign on behalf of the registered owner. Signatures on these
certificates or stock powers must be guaranteed by an Eligible Institution.
See Instruction 1.
If this letter of transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, agent, attorney-in-fact, officer
of a corporation or others acting in a fiduciary or representative capacity,
that person should indicate his/her capacity when signing, and evidence
satisfactory to the Exchange Agent of his/her authority to act in that
capacity must be submitted. The Exchange Agent will not exchange any Shares
until you have complied with all instructions of this letter of transmittal.
5. STOCK TRANSFER TAXES.
In the event that any transfer or other taxes become payable by reason of
the issuance of the check in any name other than the name of the record
holder, the transferee or assignee must pay that tax to PDK Labs Inc. or must
establish to the satisfaction of PDK Labs Inc. that the tax has been paid.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Indicate the name and address of the person(s) to whom the check
representing cash is to be issued and sent if they are different from the name
and address of the person(s) signing this letter of transmittal.
7. SUBSTITUTE FORM W-9.
Each surrendering shareholder is required to provide the Exchange Agent with
the holder's correct taxpayer identification number, which we refer to as his/
her TIN, on the Substitute Form W-9 that is a part of this letter of
transmittal and to certify whether the shareholder is subject to backup
withholding. Failure to provide the information on the form may subject you to
31% federal income tax withholding on payments made to you with respect to the
Shares. You must cross out item (2) of Part 2 in the certification box of
Substitute Form W-9 if you are subject to backup withholding. If you have not
been issued a TIN and have applied for a TIN or intend to apply for a TIN in
the near future, it should be noted in Part 1. If so noted, and the Exchange
Agent is not provided with a TIN within 60 days, PDK Labs Inc. will withhold
31% of all payments and dividends until a TIN is provided to the Exchange
Agent.
8. LOST OR DESTROYED CERTIFICATES.
If your certificate(s) has been either lost or destroyed, please check the
box on the first page of this letter of transmittal. The Exchange Agent will
then contact you with instructions as to the steps you must take in order to
exchange your shares.
9. INFORMATION AND ADDITIONAL COPIES.
If you need help or additional copies of this letter of transmittal, you can
write to the Exchange Agent at the address listed on the front page of this
letter of transmittal or call the Exchange Agent at (800) 937-5449.
IMPORTANT TAX INFORMATION
Under federal income tax laws, a holder who receives payments in the merger
is required by law to provide the Exchange Agent, as payer, with his/her
correct TIN on Substitute Form W-9 below. If you are an individual, the TIN is
your social security number. If you do not provide the Exchange Agent with
your correct TIN, a $50 penalty may be imposed by the Internal Revenue Service
on cash received by you in the acquisition may be subject to backup
withholding.
Certain holders are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on Substitute
Form W-9. In order for a foreign individual to qualify as an exempt recipient,
the individual must submit a statement, signed under penalties of perjury,
attesting to the individual's exempt status. A certificate for this purpose is
provided in Part 3 of the Substitute Form W-9. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9"
for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any payments made to you or any other payee. Backup withholding is not
an additional tax. The federal income tax liability of persons subject to
<PAGE>
backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, you may obtain a refund from
the Internal Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments made with respect to your Shares,
you are required to notify the Exchange Agent of your correct TIN by
completing the form below, certifying that the TIN provided on the Substitute
Form W-9 is correct (or that you are awaiting a TIN) and that (a) you are
exempt from backup withholding, or (b) you have not been notified by the
Internal Revenue Service that you are subject to backup withholding as a
result of a failure to report all interest on dividends or (c) the Internal
Revenue Service has notified you that you are no longer subject to backup
withholding.
What Number to Give the Exchange Agent
You are required to give the Exchange Agent the TIN of the holder of the
Shares surrendered with this letter of transmittal, which is the social
security number or employer identification number. If the Shares are held in
more than one name or are not held 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.
