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EXHIBIT 4.1
SUCCESSORIES, INC.
RIGHTS EXERCISE AGREEMENT
CUSIP NO. 864591 10 2
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE
PROSPECTUS OF SUCCESSORIES, INC. (THE "COMPANY") DATED _______________, 2000
(THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE COMPANY.
THIS RIGHTS EXERCISE AGREEMENT MUST BE RECEIVED BY ILLINOIS STOCK
TRANSFER COMPANY AS THE EXERCISE AGENT WITH PAYMENT IN FULL BY 5:00 P.M., NEW
YORK CITY TIME, ON ________________, 2000 UNLESS EXTENDED BY THE COMPANY TO A
DATE NOT LATER THAN SEPTEMBER 30, 2000.
The rights which are exercisable by this Rights Exercise Agreement may
be exercised by duly completing FORM 1 (recordholders) or may be exercised
through a bank or broker ("Street Name" or beneficial holders) by duly
completing FORM 2. Rightsholders are advised to review the Prospectus, copies
of which are available from Illinois Stock Transfer Company as the exercise
agent, before exercising their rights. IMPORTANT: Complete the appropriate
form and SIGN as noted.
SUCCESSORIES, INC.
By: --------------------------------------
AN EXERCISE OF RIGHTS EVIDENCED HEREBY IS IRREVOCABLE.
FORM 1 - RIGHTS EXERCISE AND SUBSCRIPTION: The undersigned stockholder
of record hereby irrevocably exercises _____ 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 shares of common stock or common stock equivalent
that you own: ---------------------------------------------
(please see your number of shares in the upper right hand corner
of the label below)
(b) Number of rights granted (one right for each share of common
stock or common stock equivalent) --------------------------
(c) Number of rights exercised (3.2394 rights needed to subscribe
for each full share): ---------------------------------------
(d) Number of shares of common stock subscribed for (3.2394 rights
needed for each full share; fractional shares will not be
issued): ------------------------------------------------
(e) Number of additional shares of common stock desired (any
unsubscribed shares will be issued on a pro rata basis): -------
(f) Total exercise price (number of shares of common stock
subscribed for and desired times the exercise price of $2.00
per share): $ ------------------------------
METHOD OF PAYMENT: CHECK, BANK DRAFT OR MONEY ORDER PAYABLE TO ILLINOIS
STOCK TRANSFER COMPANY. Amount: $ -------------------
IMPORTANT:
RECORDHOLDER(S) SIGN HERE
AND COMPLETE SUBSTITUTE FORM W-9
------------------------------------
[SIGN HERE] (Signature(s) of Registered Holder(s))
------------------------------------
Dated: _________________, 2000
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
the stock certificate representing shares of Successories, Inc. IF signature
is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) or a corporation or another acting
in a fiduciary or representative capacity, please provide the following
information.)
Name(s)
-------------------------------------
(Please Print)
-------------------------------------
Capacity ----------------------------
Address -----------------------------
(Including Zip Code)
Area Code and
Telephone Number --------------------
(Home)
--------------------
(Business)
Tax Identification or
Social Security No. -----------------
(Complete Substitute Form W-9)
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FORM 2 - [FOR BENEFICIAL HOLDERS OF SHARES IN "STREET NAME" ONLY] TO
EXERCISE YOUR RIGHTS THROUGH YOUR BANK OR STOCK BROKER: Please print the name
and address of your Bank or Broker as the Registered Holder of your shares in
full below, sign and date as indicated, and make arrangements with your bank
or broker for payment for the shares:
Name: ________________________________________________
(Name of Bank or Broker)
Address: _____________________________________________
______________________________________________________
DTC Participant Number
(if applicable) ______________________________________
IMPORTANT:
BENEFICIAL HOLDER(S) SIGN HERE
AND COMPLETE SUBSTITUTE FORM W-9
______________________________________
[SIGN HERE] (Signature(s) of Beneficial Holder(s))
______________________________________
Dated: _________________, 2000
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
FORM 3 - SPECIAL DELIVERY INSTRUCTIONS: Name and/or address for mailing
any stock certificate if other than shown on the Company's records:
Name: ________________________________________
Address: _____________________________________
_____________________
(including zip code)
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PAYER'S NAME: SUCCESSORIES, INC.
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<S> <C> <C> <C>
SUBSTITUTE FORM W-9 PART 1-PLEASE PROVIDE TIN: _____________________
YOUR TIN ON THE LINE AT Social Security Number or
RIGHT AND CERTIFY BY Employer Identification Number
SIGNING AND DATING
BELOW.
______________________________________________________
DEPARTMENT OF THE TREASURY Name (Please Print)
INTERNAL REVENUE SERVICE
_____________________
Address PART 2-For Payees (i.e., corporations and
certain foreign individuals) exempt from
backup withholding, please write "exempt"
_____________________________
______________________
City State Zip Code
PAYER'S REQUEST FOR TAXPAYER PART 3-CERTIFICATION. UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1)
IDENTIFICATION NUMBER ("TIN") the number shown on this form is my correct taxpayer identification number
AND CERTIFICATION (or a TIN has not been issued to me but I have mailed or delivered an
application to receive a TIN or will do so in the near future), (2) I am
not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (the "I.R.S.") that I am
subject to backup withholding as a result of a failure to report all
interest or dividends or the I.R.S. has notified me that I am no longer
subject to backup withholding, and (3) all other information provided on
this form is true, correct and complete.
[SIGN HERE] SIGNATURE _________________________________________ DATE _______________
You must cross out item (2) above if you have been notified by the I.R.S.
that you are currently subject to backup withholding because of under
reporting interest or dividends on your tax return. However, if after being
notified by the I.R.S. that you were subject to backup withholding, you
received another notification from the I.R.S. that you are no longer subject
to backup withholding, do not cross out item (2).
* * * * * * * * * * * * * * * * * * * * * * * * *
RECORDHOLDERS: PLEASE REMOVE THE INSTRUCTIONS/TAX INFORMATION PAGE THAT FOLLOWS AND RETURN THE RIGHTS
EXERCISE AGREEMENT AND FORM W-9 TO ILLINOIS STOCK TRANSFER COMPANY IN THE ENCLOSED
ENVELOPE.
"STREET NAME"/
BENEFICIAL HOLDERS: PLEASE REMOVE THE INSTRUCTIONS/TAX INFORMATION PAGE AND RETURN THE RIGHTS EXERCISE
AGREEMENT AND FORM W-9 TO YOUR BROKER/BANK IN THE ENVELOPE PROVIDED BY YOUR
BROKER/BANK.
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INSTRUCTIONS
1. DELIVERY OF RIGHTS EXERCISE AGREEMENT. This rights exercise
agreement, duly completed and signed, must be used in
connection with any exercise of rights and purchase of
Successories common stock. A rights exercise agreement must
be received by Illinois Stock Transfer Company as exercise
agent, in reasonably satisfactory form, accompanied by the
delivery of a check representing the exercise price per share
of the shares purchased. The method of delivery of the rights
exercise agreement for Successories common stock and other
documents is at the option and risk of the stockholder.
Exercise of rights for Successories common stock by mail or by
overnight courier may be made to Illinois Stock Transfer
Company as the exercise agent at the address indicated
therefor on the first page of this rights exercise agreement.
Delivery may also be made to the exercise agent in person at
the address of 209 West Jackson, Suite 903, Chicago, Illinois
60606, from 8:30 a.m. to 4:30 p.m. local time, Monday through
Friday.
2. INADEQUATE SPACE. If the space provided herein is inadequate, the name
and address of the registered holder and the number of shares of
Successories common stock represented by the rights exercise agreement
should be listed on a separate signed schedule attached hereto.
3. SIGNATURES ON RIGHTS EXERCISE AGREEMENT. If any rights
exercise agreement delivered herewith is related to rights
owned of record by two or more joint owners, all such owners
must sign the rights exercise agreement. If any shares of
Successories common stock are registered in different names on
several certificates, it will be necessary to complete, sign
and submit as many separate rights exercise agreements as
there are different registrations of ownership.
If this rights exercise agreement is executed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations
or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and evidence reasonably
satisfactory to the exercise agent of their authority so to act must be
submitted.
4. STOCK TRANSFER TAXES. Successories will pay or cause to be
paid any state stock transfer taxes applicable to the delivery
of the Successories common stock.
5. VALIDITY OF EXERCISE; IRREGULARITIES. All questions as to validity,
form and eligibility of any surrender, exercise of rights and
subscription for shares of Successories common stock hereunder will be
reasonably determined by Successories, and such determination shall be
final and binding. Successories reserves the right to waive any
irregularities or defects in the exercise of any right(s), and its
interpretation of the terms and conditions of the rights offering and
of this rights exercise agreement (including these instructions) with
respect to such irregularities or defects shall be final and binding. A
rights exercise will not be deemed to have been made until all
irregularities have been cured or waived. The exercise agent shall
return to the tendering holder(s), as soon as is reasonably
practicable, any rights exercise agreement(s) that have not been
properly tendered and as to which the irregularities or defects were
not cured or waived.
6. SPECIAL DELIVERY INSTRUCTIONS. Indicate in the Special Delivery
Instructions box the name and address of the person in whose name the
certificate for the Successories common stock is to be delivered if the
certificate is to be delivered to someone other than the person(s)
signing this rights exercise agreement.
7. SUBSTITUTE FORM W-9. Each stockholder exercising rights is
required to provide the exercise agent with a correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9 and make
the certification required on that form. Failure to provide
the information on such form may subject such stockholder to
31% federal income tax withholding on future payments, if any,
for the shares of common stock purchased. If the stockholder
has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future, Part 1 of
Substitute Form W-9 may be completed by writing "Applied For"
in the space for the TIN.
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IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder purchasing Successories
common stock upon the exercise of rights is required to provide the exercise
agent with such stockholder's correct taxpayer identification number on
Substitute Form W-9 and make the certification required on that form. If such
stockholder is an individual, the taxpayer identification number is his
social security number. If the exercise agent is not provided with the
correct taxpayer identification number, the stockholder may be subject to a
$50 penalty imposed by the Internal Revenue Service and any future payment
made to such stockholder with respect to his certificate(s) may be subject to
backup withholding.
Certain stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements, although they may complete a Substitute Form W-9 to
avoid possible erroneous backup withholding (in which case, they should write
"exempt" in Part 2). In order for a foreign individual to qualify as an
exempt recipient, that stockholder (or his/her transferee) must submit a
statement, signed under penalties of perjury, attesting to that individual's
exempt status, such as a duly completed I.R.S. Form W-8. Such statement can
be obtained from the exercise agent. See the enclosed guidelines for
certification of taxpayer identification number on Substitute Form W-9 for
additional information.
If backup withholding applies, the exercise agent is required to
withhold 31% of any payments made to the stockholder. Backup withholding is
not additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in overpayment of taxes, a refund may be obtained from the I.R.S.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on any payment that is made to a
Successories stockholder with respect to Successories common stock subscribed
for such stockholder is required to notify the exercise agent of his correct
taxpayer identification number by completing the form above certifying that
the taxpayer identification number provided on Substitute Form W-9 is correct
(or that such stockholder is awaiting a taxpayer identification number) and
that (1) the stockholder has not been notified by the Internal Revenue
Service that he is subject to backup withholding as a result of a failure to
report all interest or dividends or (2) the Internal Revenue Service has
notified the stockholder that he is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE EXERCISE AGENT
The stockholder is required to give the exercise agent the social
security number or employee identification number of the record owner of the
Successories common stock and preferred stock with respect the rights are
exercised. If the shares are held 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.
NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY FUTURE PAYMENTS MADE TO YOU ON YOUR
SUCCESSORIES SHARES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
