<PAGE> 1
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SOLIGEN TECHNOLOGIES, INC.
(Name of Issuer)
SOLIGEN TECHNOLOGIES, INC.
(Name of Person(s) Filing Statement)
CLASSES A-G WARRANTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Yehoram Uziel
Soligen Technologies, Inc.
19408 Londelius Street
Northridge, California 91324
(818) 718-1221
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
with a copy to
Bruce A. Robertson
Garvey, Schubert & Barer
1191 Second Avenue, 18th Floor
Seattle, Washington 98101-2939
(206) 464-3939
MAY 16, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
<TABLE>
<CAPTION>
================================================================================
Calculation of Filing Fee
- --------------------------------------------------------------------------------
<S> <C>
Transaction Valuation* Amount of Filing Fee
$4,524,800 $905.00
================================================================================
</TABLE>
* Calculated pursuant to Rule O-11(b)(1) based on the maximum
amount of cash to be paid for securities assuming all
warrants exercised at $.50 per share
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:_____________________________________________________
Form or Registration No.:___________________________________________________
Filing Party:_______________________________________________________________
Date Filed:_________________________________________________________________
- 1 -
<PAGE> 2
ITEM 1. SECURITY AND ISSUER.
(a) The issuer is Soligen Technologies, Inc. ("Company") and the
address of its principal executive office is 19408 Londelius
Street, Northridge, California 91324
Existing Warrants. As of the date hereof, the Company has the following
Warrants outstanding ("Existing Warrants"):
CURRENT TERMS
<TABLE>
<CAPTION>
================================================================================
Class Number of Warrants Exercise Price Expiration Date
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
A 1,195,000 $1.25 4/14/98
- --------------------------------------------------------------------------------
B 1,195,000 $2.50 4/14/98
- --------------------------------------------------------------------------------
C 990,000 $1.50 6/9/97*
- --------------------------------------------------------------------------------
D 198,000 $0.75 6/9/97*
- --------------------------------------------------------------------------------
E 3,325,000 $1.50 1/14/00
- --------------------------------------------------------------------------------
F 532,000 $0.55 1/26/01
- --------------------------------------------------------------------------------
G 2,000,000 $0.90 1/14/00
- --------------------------------------------------------------------------------
Total 9,435,000
================================================================================
</TABLE>
* Exercise period of Class C and Class D Warrants has been extended to
June 30, 1997.
Amended Terms. The Company is seeking the exercise of all Existing
Warrants by amending the terms to include the following exercise and exchange
provisions:
(i) Exercise Offer. The Company is offering the holders of Existing
Warrants ("Holders") the option to exercise all Existing Warrants at a reduced
exercise price of $0.50 per share. Alternatively, at Holder's option, Holders
may exercise Existing Warrants at $0.45 per share if they agree to restrict
marketability of the exercised shares for six (6) months from the date of
exercise. This Exercise Offer will be available to Holders if and only if they
exercise their Existing Warrants on or prior to June 30, 1997, unless such date
is extended by the Company. Partial exercise of a Holder's Existing Warrants
according to these terms will be permitted. The exercise period of the Class C
and Class D Warrants has been extended to June 30, 1997 in order to allow the
Holders of such warrants an opportunity to exercise warrants on these amended
terms.
(ii) Exchange Offer. Alternatively, Holders may exchange their Existing
Warrants for Common Stock at the exchange ratios indicated in the following
table:
- 2 -
<PAGE> 3
TERMS OF OFFER
<TABLE>
<CAPTION>
================================================================================
Class Number of Exercise Exchange
Warrants Price* Ratio
Warrants/shares
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
A 1,195,000 $0.50 10:1
- --------------------------------------------------------------------------------
B 1,195,000 $0.50 20:1
- --------------------------------------------------------------------------------
C 990,000 $0.50 12:1
- --------------------------------------------------------------------------------
D 198,000 $0.50 6:1
- --------------------------------------------------------------------------------
E 3,325,000 $0.50 8:1
- --------------------------------------------------------------------------------
F 532,000 $0.50 2:1
- --------------------------------------------------------------------------------
G 2,000,000 $0.50 5:1
- --------------------------------------------------------------------------------
Total 9,435,000
================================================================================
</TABLE>
* Shareholders who agree to a six (6) month restriction on transfer have
the right to exercise their warrants for $0.45 per share.
The Exchange Offer will be available if and only if it is exercised on or before
June 30, 1997, unless such date is extended by the Company. Partial exchange of
a Holder's Existing Warrants according to these terms will be permitted only if
the Holder exercises the remaining portion of the Warrants according to the
Exercise Offer. Existing Warrants not exercised or exchanged under the Exercise
Offer or the Exchange Offer will remain outstanding and, with the exception of
Class C and Class D Warrants (which expire at the close of business on June 30,
1997), will remain exercisable in accordance with their original terms.
Certain executive officers and directors of the Company are Holders of
Warrants. Mr. Yehoram Uziel, the Company's Chief Executive Officer and Chairman
of the Board of Directors, has advised the Company that he intends to exercise
5,000 Class A and 5,000 Class B Warrants at $0.45 per share according to the
terms of the Exercise Offer. Dr. Mark W. Dowley, a director of the Company, has
advised the Company that he intends to exercise 10,000 Class A Warrants, 10,000
Class B Warrants, and 100,000 Class E Warrants at $0.45 per share according to
the terms of the Exercise Offer. Mr. Kenneth T. Friedman, a director of the
Company, has advised the Company that he intends to exercise all of his 100,000
Class E Warrants at $0.45 per share according to the terms of the Exercise
Offer.
(b) The Common Stock of the Company is listed on the American Stock
Exchange, Emerging Company Market. The Existing Warrants are not listed for
trading and no market exists for said warrants.
- 3 -
<PAGE> 4
(c) This issuer tender offer statement is being filed by the Company as
issuer.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Due to the fact this transaction is an offer to Holders to exercise
their Existing Warrants, there is no source and total amount of funds or other
consideration applicable to the Company. The Company will use existing working
capital to pay expenses associated with this transaction.
(b) No part of the expenses related to this offer is expected to be
borrowed, directly or indirectly, for purposes of the Exercise Offer or the
Exchange Offer.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
The purpose of the Exercise Offer described in Item 1 above is to
assist the Company in raising capital by providing Holders with an incentive to
exercise their warrants. As disclosed in the Company's quarterly report for the
period ended December 31, 1996, the Company does not expect its current cash
reserves to be adequate beyond June 30, 1997. In addition, the Company believes
the Exchange and Exercise Offers, if successful, will benefit shareholders and
the Company by eliminating all or a portion of the "overhang" of warrants that
may constrict stock prices.
Except as described above with respect to the Exercise Offer and
Exchange Offer, there are no present plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer including, but not limited to, any plans or proposals to change the
number or the term of directors, to fill any existing vacancy on the board or to
change any material term of the employment contract of any executive officer;
(e) Any material change in the present dividend rate or policy, or
indebtedness or capitalization of the issuer;
(f) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
- 4 -
<PAGE> 5
(g) Causing a class of equity security of the issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(h) A class of equity security of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(i) The suspension of the issuer's obligation to file reports pursuant
to Section 15(d) of the Act.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
No transaction by the Company, any executive officer or director of the
Company, any person controlling the Company or any associate or subsidiary of
such person in the Existing Warrants was effected in the past 40 business days.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
There is no contract, arrangement, understanding or relationship
relating, directly or indirectly, to the Exercise Offer or Exchange Offer
between the Company (including its executive officers and directors) and any
person with respect to any securities of the Company.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The transaction described herein will be conducted by the Company
through its executive officers, and no other person has been retained to make
solicitations or recommendations in connection with this transaction.
ITEM 7. FINANCIAL INFORMATION.
The Company's audited financial statements for the fiscal years ended
March 31, 1996 and March 31, 1995, and the Company's unaudited balance sheets
and comparative year-to-date income statements and statements of cash flows and
related earnings for the three and nine-month periods ended December 31, 1996
are filed as Exhibits 9.2 and 9.3 hereto and are incorporated herein by this
reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Registration of Shares Issued Upon Exercise or Exchange. Shares of
Common Stock issuable upon exercise of all Existing Warrants other than Series F
Warrants have been registered pursuant to a registration statement on Form S-3
(the "S-3") (Regis. No. 333-3692) filed by the Company and declared effective by
the Securities and Exchange Commission (the "Commission") on April 14, 1997.
Subject to the six-month restriction on transfer for Holders who elect to
exercise at $0.45 per share, shares issued upon exercise or exchange of Series
A, B, C, D, E and G Warrants on the terms described herein are eligible for
resale by Holders pursuant to the S-3; provided, that such sales must be
conducted in accordance with the
- 5 -
<PAGE> 6
prospectus delivery and other requirements applicable to sales under the S-3, as
well as the requirements of applicable state Blue Sky laws.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following material is filed as Exhibits:
9.1 Offer letter, letter of transmittal and related materials
given to Holders by the Company in connection with the tender offer.
9.2 The Company's audited financial statements for the years
ended March 31, 1996 and March 31, 1995, which are incorporated herein by
reference from the Company's Annual Report on Form 10-KSB/A as filed with the
Commission on February 27, 1997.
9.3 The Company's unaudited balance sheets and comparative
year-to-date income statements, statements of cash flow and related earnings for
the three and nine-month periods ended December 31, 1996, which are incorporated
by reference from the Company's Quarterly Report on Form 10-QSB as filed with
the Commission on February 10, 1997.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
May 16, 1997 SOLIGEN TECHNOLOGIES, INC.
(Date)
By
------------------------------------
Yehoram Uziel, President, Chief
Executive Officer and Chairman of the
Board of Directors
- 6 -
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. PAGE NO.
- ----------- ----------
<S> <C> <C>
9.1 Offer Letter, letter of transmittal and related materials given
to Holders by the Company in connection with the tender offer.
9.2 Audited financial statements for years ended March 31, 1996 and
March 31, 1995 - Incorporated by reference to the Company's
Annual Report on Form 10-KSB as filed with the Commission on
February 27, 1997.
9.3 Unaudited financial statements for the three and nine-month
periods ended December 31, 1996 - Incorporated by reference to
the Company's Quarterly Report on Form 10-QSB as filed with the
Commission on February 10, 1997.
</TABLE>
- 7 -
<PAGE> 1
SOLIGEN TECHNOLOGIES, INC.
19408 Londelius St.
Northridge, CA 91324
Tel: (818) 718-1221
Fax:(818) 718-0760
Email: [email protected]
May 16, 1997
Re: Notice of Amended Warrant Terms
Dear Shareholder:
By now, you should have received the formal announcement from Soligen's counsel
that the S-3 registration statement of the shares and warrants that you
purchased in one of our private placements became effective on April 14, 1997.
The registration process was a frustrating one. It took longer than what we all
anticipated, and we appreciate your patience and continued, long-term support.
In order to raise needed additional capital, we are offering you, for a limited
time period, as a member of the group of individuals who participated in
Soligen's prior private placements and own warrants of classes A through G, the
opportunity to exercise your existing warrants at a reduced exercise price, or
to exchange such warrants for shares of common stock. Before explaining these
terms, let me update you on the exciting progress that Soligen has made over the
last year, and how we intend to use the additional funds from the exercise of
the warrants.
Soligen's strategic focus has been on three specific areas: enhancing the
Company's depth of management to create the infrastructure to accommodate
significant growth; implementing the second stage of Soligen's Parts Now
strategy by combining our DSPC technology with conventional casting and CNC
machining practices; and increasing the penetration into our target markets. We
have laid important ground work, made significant achievements in all three
areas, and simultaneously reduced our operating losses to a minimum.
A strong endorsement of our abilities lies in the steady increase in our repeat
business. In fact, I don't know of any other company our size or at our stage
who does repeat business with major corporations such as: GM, Ford, Chrysler,
Opel, Honda, Toyota, Harley-Davidson, Mercury Marine, Caterpillar, Deere,
Navistar, Allied Signal, ITT, Disney, Qualcomm, JBL, Allison, Sulzer,
Ingersoll-Rand, and many more. Soligen's team has done a terrific job of
successfully quadrupling production with substantially the same work-force,
while maintaining the same 8 to 12 business days turn-around time on new orders.
- 1 -
<PAGE> 2
In January 1997, we completed the first step in launching the first DSPC center
in Europe. The agreement with CTTM in Le Mans, France, has enabled us to install
a DSPC 300 machine in Europe and launch a start-up program which is sponsored by
some of the biggest and best companies in France, including Peugeot, Renault,
Snecma, Aerospaciale, and Thomson CSF. We have shown that we can plan and
execute expansion into international markets without spending our own resources,
while at the same time generating income to Soligen. It is an important first
step toward establishing our European network, and it will give us an
opportunity to learn how to build sound working relationships in the European
Community with leading automotive, aerospace, and high-tech companies.
I hope this update provides you with a glimpse of what we have accomplished in
the past year. It has been an extraordinary challenge, however, we have
established a foundation for a prosperous and revolutionary company. I have
always believed that by taking a long-term approach we, the long-term
shareholders, will be better off.
Although the Company has made significant progress, we require additional
capital to take full advantage of the growing demand for our products and
services, and to advance the Company to the next stage. Specifically, we need to
expend capital on additional infrastructure, including building more DSPC
machines, CAD stations, personnel, office and manufacturing space expansion,
marketing and working capital. I see the potential to raise this capital by
exercising the warrants early, so therefore, Soligen hereby offers you the
following opportunity:
Through June 30, 1997, you will have the option to exercise your warrants at a
reduced exercise price of $0.50 per share. However, warrant holders who agree to
voluntarily restrict the marketability of their exercised shares for six (6)
months will have the right to exercise their warrants for $0.45 per share. In
either case, these shares are registered for resale under the S-3 registration
statement. A supplement to the prospectus previously mailed to you for sales
under the S-3 is enclosed.
For those warrant holders unable to participate in the exercise option, we have
structured a second alternative. In order to reduce the number of outstanding
warrants, the Company has decided to give warrant holders the option through
June 30, 1997 to exchange their warrants for shares. The exchange rate of the
warrants of different classes was calculated considering the exercise price and
the expiration date.
The exact terms of the exercise offer and the exchange offer are contained in
the Schedule 13E-4 which the Company has filed with the Securities and Exchange
Commission, a copy of which is attached hereto and incorporated herein. Also
enclosed is a Letter of Transmittal to be used to exercise or exchange your
warrants.
From my discussions with many of the private placement investors, I find that
the majority of them are long-term and strong supporters of Soligen, its team,
and the Parts Now concept. We, the Soligen family, view you as one of us and
appreciate your continued support. I believe we have established a foundation
for a prosperous and
- 2 -
<PAGE> 3
revolutionary company. Please cast your vote of confidence by providing Soligen
the additional capital needed to advance the Company to the next stage. Please
call me if you have any questions about this offer or the Company.
Sincerely,
Yehoram Uziel
President & CEO
Attachment: Schedule 13E-4
Encls.: Transmittal Letter
Prospectus Supplement
- 3 -
<PAGE> 4
TRANSMITTAL LETTER
FOR EXERCISE OR EXCHANGE OF WARRANTS
SOLIGEN TECHNOLOGIES, INC.
Attn: Yehoram Uziel
19408 Londelius St.
Northridge, CA 91324
Tel: (818) 718-1221
Ladies and Gentlemen:
The undersigned hereby elects, upon the terms and subject to the
conditions set forth in the May 16, 1997 Notice of Amended Warrant Terms (the
"Notice") and in this Letter of Transmittal:
A. Exercise Option. To exercise those designated Warrants (the
"Exercised Warrants") of Soligen Technologies, Inc., a Wyoming corporation (the
"Company"), for shares of Common Stock in the Company at an exercise price of
either $0.50 or $0.45 per share (depending upon which alternative exercise
option is selected by the Holder) accompanied by a check or wire transfer in the
appropriate amount per the attached Instructions.
B. Exchange Option. To exchange those designated Warrants (the
"Exchanged Warrants") for shares of Common Stock in the Company at the exchange
ratios for each class set forth in the Notice.
The undersigned hereby (i) exercises and transfers to the Company all
right, title and interest in and to all the Warrants that are being exercised or
exchanged hereby, and (ii) constitutes and irrevocably appoints Yehoram Uziel,
the true and lawful agent, attorney-in-fact and proxy of the undersigned to the
full extent of the undersigned's rights with respect to such Warrants with full
power of substitution and re-substitution (such power of attorney and proxy
being deemed to be an irrevocable power coupled with an interest) to deliver
Warrant Certificates.
The Company will acquire good, marketable and unencumbered title to the
Exercised Warrants and Exchanged Warrants, free and clear of all liens,
restrictions, charges and encumbrances and the same will not be subject to any
adverse claim. The undersigned, upon request, will execute and deliver any
additional documents deemed by the Company to be necessary or desirable to
complete the exercise or exchange of the Exercised Warrants and Exchanged
Warrants hereunder.
All authority herein conferred or herein agreed to be conferred shall
not be affected by, and shall survive, the death or incapacity of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, legal
- 1 -
<PAGE> 5
representatives, successors and assigns of the undersigned. This exercise and/or
exchange is irrevocable.
The undersigned understands and agrees that shares of Common Stock
issued upon exercise at $0.45 per share may not be offered for sale or sold
without the written consent of the Company for a period of six (6) months from
the date of purchase, and that certificates representing such shares will bear a
restrictive legend in substantially the following form:
"The shares represented by this certificate may not be offered
for sale or sold for a period of six (6) months from the date
of purchase without the written consent of the Company."
Please issue the applicable Common Stock and/or return any Warrant
Certificates not exercised or exchanged or accepted for exercise or exchange in
the name(s) of the undersigned. Similarly, please mail the applicable Common
Stock and/or return any Warrant Certificates not exercised or exchanged or
accepted for exercise or exchange (and accompanying documents, as appropriate)
to the undersigned at the address shown below the undersigned's signature.
[SIGN HERE]
I agree to the terms described above.
- ------------------------ --------------------------------
[Owner] [Date]
- ------------------------ --------------------------------
[Owner] [Date]
Address of Owner:
-----------------------------------------------------------
- -----------------------------------------------------------------------------
Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
Warrant Certificate(s). If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the following information:
Name(s): Capacity (Full Title)
--------------------- --------------------
Address:
---------------------------------
Zip Code
---------------------------------
Area Code and Telephone Number:
---------------------------------------------
Tax Identification or Social Security No.:
-----------------------------------
Dated:
-----------------------------------------------------------------------
- 2 -
<PAGE> 6
EXERCISED WARRANTS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
NAME(S) AND WARRANT CERTIFICATE(S) AND
ADDRESS(ES) OF WARRANTS EXERCISED
REGISTERED (ATTACH ADDITIONAL LIST, IF NECESSARY)
HOLDER(S)*
- --------------------------------------------------------------------------------------------------
TOTAL NUMBER NUMBER OF NUMBER OF
CERTIFICATE OF WARRANTS WARRANTS WARRANTS
NUMBER(S) REPRESENTED EXERCISED** AT EXERCISED***
AND CLASS BY WARRANT $0.50 PER AT $0.45 PER
CERTIFICATE(S) SHARE SHARE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
Purchase price paid by (check one): ____ enclosed check; ____ wire transfer per
Instructions.
* PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON WARRANT CERTIFICATE(S)
** Unless otherwise indicated, it will be assumed that all Warrants
described above are being exercised.
*** Shares will bear restrictive legend restricting transfer for six months
from date of issue.
- 3 -
<PAGE> 7
EXCHANGED WARRANTS
The exchange ratios for each class of warrants
are as set forth in the Offer Letter.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
NAME(S) AND WARRANT CERTIFICATE(S) AND
ADDRESS(ES) OF WARRANTS EXCHANGED
REGISTERED (ATTACH ADDITIONAL LIST, IF NECESSARY)
HOLDER(S)*
- --------------------------------------------------------------------------------
TOTAL NUMBER
OF WARRANTS
CERTIFICATE REPRESENTED NUMBER OF
NUMBER(S) BY WARRANT WARRANTS
AND CLASS CERTIFICATE(S) EXCHANGED**
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
* PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON WARRANT CERTIFICATE(S)
** Unless otherwise indicated, it will be assumed that all Warrants
described above are being exchanged.
Partial exchange is permitted only if the Holder exercises the
remaining portion of the Warrants according to the Exercise Offer.
- 4 -
<PAGE> 8
INSTRUCTIONS
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES.
To the extent the Exercise Option is elected, the Letter of Transmittal must be
accompanied by Warrant Certificates and either a wire transfer (transmitted in
accordance with paragraph 6 of these Instructions) or a check payable to
"Soligen Technologies, Inc." in the amount of either $0.50 or $0.45 per share of
Common Stock issuable upon exercise (depending upon which alternative exercise
option is selected by the Holder), and any other documents required by the
Letter of Transmittal. To the extent the Exchange Option is elected, the Letter
of Transmittal must be accompanied by Warrant Certificates and any other
documents required by the Letter of Transmittal. In either case, the Letter of
Transmittal, payment, Warrants and other documents must be received by the
Company at its address set forth herein on or prior to June 30, 1997.
The method of delivery of Warrant Certificates, the Letter of
Transmittal and all other required documents is at the option and sole risk of
the exercising Holder and the delivery will be deemed made only when actually
received by the Company. If delivery is by mail, registered mail with return
receipt requested, properly insured, is strongly recommended. In all cases,
sufficient time should be allowed to ensure timely delivery.
2. PARTIAL EXERCISES. If fewer than all Warrants evidenced by any
certificate submitted are to be exercised, fill in the number of Warrants which
are to be exercised in the appropriate box for the alternative option selected
entitled "Number of Warrants Exercised." In such case, new certificate(s) for
the remainder of the Warrants that were evidenced by your old certificate(s)
will be sent to you as soon as practicable. Partial exchange according to the
Exchange Offer is permitted only if the remaining portion of the Warrant shares
are purchased according to the Exercise Offer. All Warrants represented by
Warrant Certificates delivered to the Company will be deemed to have been
exercised or exchanged unless otherwise indicated.
3. SIGNATURES ON LETTER OF TRANSMITTAL. If this Letter of Transmittal
is signed by the registered holder(s) of the Warrants exercised hereby, the
signatures must correspond exactly with the name(s) as written on the face of
the Warrant Certificate(s).
If any of the Warrants exercised hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If this Letter of Transmittal is signed 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 upon request of the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
- 5 -
<PAGE> 9
When this Letter of Transmittal is signed by the registered owner(s) of
the Warrants listed and transmitted hereby, no endorsements of Warrant
Certificates are required.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Warrants listed, the Warrant Certificates must be
accompanied by appropriate transfer powers, in either case signed exactly as the
name or names of the registered owner(s) appear(s) on the Warrant Certificates.
4. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for
assistance may be directed to the Company at its address set forth below.
5. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Warrants has been lost, destroyed or stolen, the Holder should
promptly notify the Company. The Holder will then be instructed as to the steps
that must be taken in order to replace the certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost or destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY HEREOF) TOGETHER WITH
(I) WARRANT CERTIFICATES, (II) IF THE EXERCISE OPTION IS SELECTED BY THE HOLDER,
THEN A WIRE TRANSFER IN ACCORDANCE WITH PARAGRAPH 6 OR A CHECK PAYABLE TO
"SOLIGEN TECHNOLOGIES, INC." IN THE AMOUNT OF EITHER $0.50 OR $0.45 PER SHARE
(DEPENDING UPON WHICH ALTERNATIVE EXERCISE OPTION IS SELECTED BY THE HOLDER),
AND (III) ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY ON OR
PRIOR TO JUNE 30, 1997.
The Letter of Transmittal, Warrant Certificates, a check for the
exercise price (unless sent by wire transfer) and any other required documents
should be sent or delivered by each Holder or to the Company as follows:
SOLIGEN TECHNOLOGIES, INC.
Attn: Yehoram Uziel
19408 Londelius St.
Northridge, CA 91324
Tel. (818) 718-1221
Questions and requests for assistance may be directed to Yehoram Uziel
or Bob Kassel at the Company's address and telephone number listed above.
6. WIRE TRANSFER INSTRUCTIONS. Wire transfers for the exercise price of
Exercised Warrants must be wired to:
- 6 -
<PAGE> 10
California United Bank
16030 Ventura Blvd.
Encino, CA 91436
Tel. (818) 907-9122
Customer Service: (800) 491-3150
ABA Routing No.: 12222-8812
Account Name: Soligen, Inc.
Account Number: 104-61-36
Confirmation of receipt may be obtained by calling (800) 739-5582 and indicating
account name, number and transfer date.
- 7 -
