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Exhibit 9(a)
NOTICE
TO HOLDERS OF VIANET TECHNOLOGIES, INC.
CLASS A COMMON SHARE PURCHASE WARRANTS
CLASS B COMMON SHARE PURCHASE WARRANTS
CLASS C COMMON SHARE PURCHASE WARRANTS
October 20, 2000
In compliance with Rule 13E-4 of the Securities Exchange Act of 1934,
as amended, the board of directors of Vianet Technologies Inc. ("the Company"),
is offering to the holders of the class A, B, and C common stock purchase
warrants of the Company, either currently outstanding or issuable upon exercise
of outstanding warrants, to (a) reduce the exercise price of 100% of the class A
common stock purchase warrants from $1.53 to $0.01, and to reduce the exercise
price of 50% of the class B common stock purchase warrants from $1.91 to $0.01;
in consideration of (b) the holders of the class A, B, and C common stock
purchase warrants (the "Warrants") agreeing to (i) exercise 100% of the reduced
price class A and B common stock purchase warrants, and (ii) cancel the
remaining class B and C common stock purchase warrants which they currently hold
or may acquire. The Warrants were initially issued in a private placement as
parts of Units consisting of common stock and Warrants. The election period for
this offering expires on November 12, 2000 (the "Expiration Date"), which date
may be extended up to an additional 30 days by the Company at its sole
discretion and in compliance with applicable securities laws. The class A, B and
C stock purchase warrants that are the subject of this tender offer constitutes
all of the class A, B and C stock purchase warrants that are issued and
outstanding or issuable upon exercise of outstanding warrants. In addition, 50%
of the shares of common stock to be issued upon the exercise of the reduced
price class A and B common stock purchase warrants shall be freely tradeable at
such time as a registration covering the sale of the common stock underlying the
class A and B warrants is declared effective by the Securities and Exchange
Commission and the 50% balance of such shares of common stock shall be subject
to a lock-up expiring on the earlier of (i) one hundred twenty (120) days after
the date of issuance of such shares, or (ii) sixty (60) days after the
effectiveness of any registration statement covering the resale of any shares
sold in a private placement offering conducted by the Company after the date
hereof.
Concurrently with the tender of Warrants, each Warrant holder must
tender the full exercise price for the class A and B warrants which are not
cancelled in connection with this offer (the "Exercise Price"). Such funds,
together with the certificates for class A and B warrants will be held in escrow
until such time as a registration covering the sale of the common stock
underlying the class A and B warrants is declared effective by the Securities
and Exchange Commission ("SEC"). Once the registration statement is declared
effective, the Company will deliver to each Warrant holder certificates
representing the shares of common stock issuable upon exercise of the class A
and class B warrants.
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The following provides a detailed illustration on the effects of this
tender offer based on the purchase of one Unit sold in the Company's private
placements offerings.
What you bought in the Company's private placements.
Each Unit sold in the Company's private placement offerings originally
consisted of an aggregate of 66,666 shares of common stock and 66,666
class A, B and C common stock purchase warrants, respectively, to
purchase shares of common stock. The purchase price for the Units sold
in the Company's private placement offerings was $100,000 per Unit, and
the exercise prices of the class A, B and C common stock purchase
warrants were originally $2.00, $2.50 and $3.00, respectively.
What you currently have as adjusted.
Subsequent to the completion of the private placement offerings, each
Unit was adjusted in accordance with the terms and conditions thereof,
and as a result, each Unit currently consists of an aggregate of 83,978
shares of common stock and 69,998 class A, B and C common stock
purchase warrants, respectively, to purchase shares of common stock.
Furthermore, the exercise prices of the class A, B and C warrants have
been adjusted to $1.53, $1.91 and $2.19, respectively.
What you will have if you participate in this tender offer.
By accepting this offer and exercising the reduced price class A and B
common stock purchase warrants, each investor who purchased one Unit in
the Company's private placement offerings will receive an aggregate of
104,997 shares of common stock (in addition to the 83,978 shares of
common stock which they currently have) in consideration of the payment
of $1,049.97 for the exercise price, thereby resulting in the investor
receiving an aggregate of 188,975 shares of common stock per Unit, at
an aggregate cost of $101,049.97 per Unit, or approximately $0.53 per
share.
What type of lock-up you will have if you participate in this tender
offer.
Each investor who purchased one Unit in the Company's private placement
offerings is currently free to sell 34,332 shares out of 83,978 shares
of common stock. The Company intends to file another registration
statement to that will allow the investor to sell an additional 7,656
shares of common stock. The lock-up on the balance of 41,988 shares
will expire on January 31, 2001 if you invested in the private
placement managed by Aegis or February 10, 2001 if you invested in the
private placement managed by Donald & Co. With respect to the shares of
common stock to be issued to investors participating in this tender
offer, each investor who originally purchased one Unit, will be able to
sell 52,499
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shares of common stock at such time as a registration covering the sale
of the common stock underlying the class A and B warrants is declared
effective by the Securities and Exchange Commission, with a lock-up on
the balance of 52,498 shares of common stock expiring on the earlier of
(i) on one hundred and twenty (120) days after the date of issuance of
such shares, or (ii) sixty (60) days after the effectiveness of any
registration statement covering the resale of any shares sold in a
private placement offering conducted by the Company after the date
hereof.
Any holder of the Company's Warrants who tenders such Warrants on or
after October 20, 2000 and before the Expiration Date, may withdraw its tender
of such Warrants for exercise at anytime prior to 5:00 p.m. EDT on November 12,
2000, which date may be extended up to an additional 30 days by the Company at
its sole discretion and in compliance with applicable securities laws. Upon any
such withdrawal, the Company shall forthwith return to the holder the Exercise
Price and the Warrants tendered.
Enclosed with this notice are copies of the Company's Schedule 13E-4,
and registration statement on Form S-1 (SEC File Number 333-30362), which was
declared effective by the SEC on Monday, August 28, 2000.
Please use the attached form when tendering and exercising your
Warrants.
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VIANET TECHNOLOGIES, INC.
83 Mercer Street
New York, NY 10012
(212)-219-7680
ELECTION FORM
I,______________________________________, hereby agree to tender
Name
_______________________ class A, B and C warrants of Vianet Technologies, Inc
number of each warrant
(the "Company"), to the Company. I understand that upon such tender and
acceptance by the Company (i) fifty percent (50%) of my class B warrants and all
of my class C warrants will be cancelled, and (ii) the exercise price of my
class A warrants and the balance of my class B warrants will be reduced to $.01
per share. I further agree to tender the exercise price for my class A warrants
and remaining class B warrants and hereby exercise such warrants, subject to
effectiveness of a registration statement covering the sale of such securities.
I enclose:
(i) a check for $_____, payable to [ ] to cover this purchase; and
(ii) certificates representing all of my class A, B and C warrants.
BY EXECUTING THIS ELECTION FORM AND/OR PARTICIPATING IN THIS TENDER OFFER, EACH
INVESTOR SHALL BE DEEMED TO HAVE RELEASED ANY AND ALL RIGHTS OR CLAIMS AGAINST
VIANET TECHNOLOGIES INC., THAT SUCH INVESTOR MAY POSSESS, FROM OR IN ANY WAY
RELATED TO THE PURCHASE OF SECURITIES IN THE 1999 PRIVATE PLACEMENTS BY VIANET
TECHNOLOGIES INC.
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Signature
(Note: signature must be identical to name in which Warrants are issued)
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Date
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(1) Original Warrants must accompany the Election Form.
(2) This election form may be hand delivered or faxed to Vianet Technologies,
Inc. at (972) 608-0780, Attn: Peter Leighton. If faxed, your payment and
original Warrant certificates must be received at Vianet Technologies,
Inc.within 5 days of the faxing of this form.
