1
EXHIBIT 4.1
SUBSCRIPTION
DOCUMENT
--------------------------------------------------------------------------------
SI TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
Please read all instructions and the terms and conditions of your Private
Placement Memorandum (the "Offering Memorandum") and all its attachments
carefully before filling out this application. Furthermore, please review the
Subscription Supplement which is attached as an Exhibit to the Offering
Memorandum and the terms of which are incorporated by reference into and made
part of this Subscription Document. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Offering Memorandum. If
you need assistance, please call the Dealer Manager, as defined in the Offering
Memorandum.
[x] When application is complete, send or wire your investment to:
ALL DOCUMENTS AND CHECKS (EXCEPT WIRES) WIRE INSTRUCTIONS:
SHOULD BE SENT TO:
[x] Make Checks payable to
------------------------------------------------------------------------------------------------------------------------------------
I. ACCOUNT REGISTRATION - CHECK ONE
------------------------------------------------------------------------------------------------------------------------------------
[ ] INDIVIDUAL [ ] JOINT REGISTRATION [ ] PENSION OR PROFIT [ ] CORPORATION, PARTNERSHIP,
ACCOUNT SHARING TRUST, ASSOCIATION OR
OTHER ENTITY
[ ] Joint Tenant with [ ] IRA
Right of Survivorship
[ ] Tenants in Common
[ ] Tenants by Entirety
[ ] Community Property
________________________________________________________________
Name of APPLICANT, CUSTODIAN, CORPORATION, TRUST or BENEFICIARY
M or F _____________ _______________________ [ ] PLEASE PUT A CHECK NEXT
Date of Birth Soc. Sec. or Tax ID # TO THE SOC. SEC. # OR TAX
ID. # RESPONSIBLE FOR
TAXES. WE WILL REPORT
THIS NUMBER TO THE IRS.
________________________________________________________________________________
Name of JOINT TENANT or TRUSTEE (if applicable)
M or F _____________ _______________________ [ ]
Date of Birth Soc. Sec. or Tax ID #
________________________________________________________________________________ ____________________________________
Name of ADDITIONAL TRUSTEE (if applicable) Date of Trust
Marital Status (please check one) [ ] Single [ ] Married [ ] Separated [ ] Divorced
$________________ INVESTMENT AMOUNT (Number of Units X $25,000 per Unit; Minimum of $25,000
unless approved by SI Technologies, Inc. (the "Corporation")).
2
--------------------------------------------------------------------------------
I. ACCOUNT REGISTRATION - (CONTINUED)
--------------------------------------------------------------------------------
HOME ADDRESS
________________________________________________________________________________
Street Address Unit Number
______________________________________________________ ___________---________
City State ZIP+4
___________________________________________
Home Phone Number (with Area Code)
BUSINESS ADDRESS
________________________________________________________________________________
Name of Company
________________________________________________________________________________
Street Address Suite Number
______________________________________________________ ___________---________
City State ZIP+4
___________________________________________
Business Phone Number (with Area Code)
--------------------------------------------------------------------------------
II. ALTERNATIVE DISTRIBUTION INFORMATION
--------------------------------------------------------------------------------
To direct distributions to a party other than the registered owner, complete the
information below.
Name of Firm (Bank or Brokerage):_______________________________________________
Account Name:___________________________________________________________________
Account Number:_________________________________________________________________
Address:________________________________________________________________________
City, State ZIP:________________________________________________________________
--------------------------------------------------------------------------------
III. SUBSCRIPTION DOCUMENT
--------------------------------------------------------------------------------
You as an individual or you on behalf of the subscribing entity are being
asked to complete this Subscription Document so a determination can be made as
to whether or not you (it) are qualified to purchase Units under applicable
federal and state securities laws.
YOUR ANSWERS TO THE QUESTIONS CONTAINED HEREIN MUST BE TRUE AND CORRECT IN
ALL RESPECTS, AND A FALSE REPRESENTATION BY YOU MAY CONSTITUTE A VIOLATION OF
LAW FOR WHICH A CLAIM FOR DAMAGES MAY BE MADE AGAINST YOU.
Your answers will be kept strictly confidential; however, by signing this
Subscription Document, you will be authorizing the Corporation to present a
completed copy of this Subscription Document to such parties as they may deem
appropriate in order to make certain that the offer and sale of the Units will
not result in a violation of the Securities Act of 1933, as amended, or of the
securities laws of any state.
This Subscription Document does not constitute an offer to sell or a
solicitation of an offer to buy Units or any other security.
ALL QUESTIONS MUST BE ANSWERED. If the appropriate answer is "None" or "Not
Applicable", please state so. Please print or type your answers to all questions
and attach additional sheets if necessary to complete your answers to any item.
Please initial any correction.
________________________________________________________________________________
INDIVIDUAL SUBSCRIBERS:
If the Units subscribed for are to be owned by more than one person, you and the
other co-subscriber must each complete a separate Subscription Document (except
if the co-subscriber is your spouse) and sign the Signature Page annexed hereto.
If your spouse is a co-subscriber, you must indicate your spouse's name and
social security number.
CORPORATIONS, PARTNERSHIPS, PENSION PLANS AND TRUSTS:
The information requested herein relates to the subscribing entity and not to
you personally (unless otherwise determined in the ACCREDITED INVESTOR STATUS
section).
2
3
--------------------------------------------------------------------------------
IV. ACCREDITED INVESTOR STATUS
--------------------------------------------------------------------------------
IF YOU MEET ANY OF THE FOLLOWING TESTS, PLEASE CHECK THE APPROPRIATE
SPACES BELOW.
I. INDIVIDUAL ACCOUNTS
I certify that I am an "accredited investor" because:
A. _______ I had an individual income of more than $200,000 in each of the
two most recent calendar years, and I reasonably expect to have an
individual income in excess of $200,000 in the current calendar year; or
my spouse and I had joint income in excess of $300,000 in each of the two
most recent calendar years, and we reasonably expect to have a joint
income in excess of $300,000 in the current calendar year.
B. _______ I have an individual net worth, or my spouse and I have a joint
net worth, in excess of $1,000,000 (including home and personal
property).
For purposes of this Subscription Document, "individual income" means
"adjusted gross income" as reported for Federal income tax purposes, exclusive
of any income attributable to a spouse or to property owned by a spouse, and
increased by the following amounts: (i) the amount of any interest income
received which is tax-exempt under Section 103 of the Internal Revenue Code of
1986, as amended (the "Code"), (ii) the amount of losses claimed as a limited
partner in a limited partnership (as reported on Schedule E of form 1040), (iii)
any deduction claimed for depletion under Section 611 et seq. of the Code and
(iv) any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income pursuant to the provisions of Sections 1202 of
the Internal Revenue Code as it was in effect prior to enactment of the Tax
Reform Act of 1986.
For purposes of this Subscription Document, "joint income" means, "adjusted
gross income," as reported for Federal income tax purposes, including any income
attributable to a spouse or to property owned by a spouse, and increased by the
following amounts: (i) the amount of any interest income received which is
tax-exempt under Section 103 of the Internal Revenue Code of 1896, as amended
(the "Code"), (ii) the amount of losses claimed as a limited partner in a
limited partnership (as reported on Schedule E of Form 1040), (iii) any
deduction claimed for depletion under Section 611 et seq. of the Code and (iv)
any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income pursuant to the provisions of Section 1202 of
the Internal Revenue Code as it was in effect prior to enactment of the Tax
Reform Act of 1986.
For the purposes of the Subscription Document, "net worth" means (except as
otherwise specifically defined) the excess of total assets at fair market value,
including home and personal property, over total liabilities, including
mortgages and income taxes on unrealized appreciation of assets.
II. CORPORATIONS, PARTNERSHIPS, EMPLOYEE BENEFIT PLANS OR IRAS
A. Has the subscribing entity been formed for the specific purpose of
investing in the Units? [ ] YES [ ] NO
If your answer to question A is "No" CHECK whichever of the following
statements (1-5) is applicable to the subscribing entity. If your answer to
question A is "Yes" the subscribing entity must be able to certify to statement
(B) below in order to qualify as an "accredited investor".
The undersigned entity certifies that it is an "accredited investor"
because it is:
1. _______ an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, provided that the investment
decision is made by a plan fiduciary, as defined in section 3(21) of such
Act, and the plan fiduciary is a bank, savings and loan association,
insurance company or registered investment adviser; OR
2. _______ an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974 that has total assets in
excess of $5,000,000; OR
3. _______ each of its shareholders, partners, or beneficiaries meets at
least one of the following conditions described above under INDIVIDUAL
ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in that
section; OR (NOTE: INCOME STATEMENT MUST BE COMPLETED FOR EACH SHAREHOLDER,
PARTNER OR BENEFICIARY)
4. _______ the plan is a self directed employee benefit plan and the
investment decision is made solely by a person that meets at least one of the
conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS; OR
(NOTE: INCOME STATEMENT MUST BE COMPLETED FOR EACH SUCH PERSON)
5. _______ a corporation, a partnership or a Massachusetts or similar
business trust with total assets in excess of $5,000,000.
B. If the answer to Question A above is "Yes", please certify the statement
below is true and correct:
_______ The undersigned entity certifies that it is an accredited investor
because each of its shareholders or beneficiaries meets at least one of the
following conditions described above under INDIVIDUAL ACCREDITED INVESTOR
STATUS. Please also CHECK the appropriate space in that section.
III. TRUST ACCOUNTS
A. Has the subscribing entity been formed for the specific purpose of
investing in the Units? [ ] YES [ ] NO
If your answer to question A is "No" CHECK whichever of the following statements
(1-3) is applicable to the subscribing entity. If your answer to question A is
"Yes" the subscribing entity must be able to certify to the statement (3) below
in order to qualify as an "accredited investor".
The undersigned trustee certifies that the trust is an "accredited investor"
because:
_______ 1) the trust has total assets in excess of $5,000,000 and the investment
decision has been made by a "sophisticated person"; OR
_______ 2) the trustee making the investment decision on its behalf is a bank as
defined in Section 3(a)(2) of the Act, a savings and loan association or other
institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in
its fiduciary capacity; OR
_______ 3) the undersigned trustee certifies that the trust is an accredited
investor because the grantor(s) of the trust may revoke the trust at any time
and regain title to the trust assets and has (have) retained sole investment
control over the assets of the trust and the (each) grantor(s) meets at least
one of the following conditions described above under INDIVIDUAL ACCREDITED
INVESTOR STATUS. Please also CHECK the appropriate space in that section. (NOTE:
FOR EACH GRANTOR AN INCOME STATEMENT MUST BE COMPLETED)
3
4
--------------------------------------------------------------------------------
V. INCOME STATEMENT - (ROUND OFF TO THE NEAREST $5,000)
--------------------------------------------------------------------------------
Please specify the amount of your: [ ] Individual [ ] Joint [ ] Trust
[ ] Beneficiary [ ] Shareholder [ ] Partner
income (defined in page 2: Accredited Investor Status) in calendar years 1996
and 1997 and your projected income for 1998.
1996 $____________________
1997 $____________________
1998 $____________________ (projected)
Current occupation (position or title and duties):
Name of Business:____________________________________
Name of Employer:____________________________________ Telephone number (___)________-________
Former employment (if current employment is less than five years):
Name of Employer:____________________________________ Position or Title:_____________________
Nature of Duties:____________________________________ Period Employed:___________to__________
--------------------------------------------------------------------------------
VI. INVESTMENT EXPERIENCE
--------------------------------------------------------------------------------
The following information is to be provided by the individual making the
investment decision or the person acting on behalf of the corporation,
partnership, individual retirement account, employee benefit plan or trust.
1. Business or professional education (school, dates of attendance, degrees):
________________________________________________________________________________
________________________________________________________________________________
2. Details of any training or experience in financial, business or tax matters
not disclosed in Item 1 immediately above:
________________________________________________________________________________
________________________________________________________________________________
3. Please indicate the frequency of your investment in marketable securities:
[ ] Often [ ] Occasionally [ ] Seldom [ ] Never
4. Please state the approximate number and total dollar amount of the following
types of investments in which you have participated:
a. restricted (non-traded) stock or notes:
Number ___________________ Amount Invested: $ ___________________
b. private placements of securities sold in reliance upon non-public offering
exemption from registration under the Securities Act of 1933:
Number ___________________ Amount Invested: $ ___________________
5. Please initial the appropriate alternative:
_______ ALTERNATIVE ONE: I have such knowledge and experience in financial and
business matters and in private placement investments in particular that I am
capable of evaluating the merits and risks of an investment in the Units and do
not desire to use a purchaser representative in connection with evaluating such
merits and risks. I understand, however, that the Corporation may request that I
use a purchaser representative.
_______ ALTERNATIVE TWO: I intend to use the services of a purchaser
representative(s) in connection with evaluating the merits and risks of an
investment in the securities and hereby appoint such person(s) to act as my
purchaser representative(s) in connection with my proposed purchase of Units.
(PLEASE CONTACT THE CORPORATION FOR FURTHER INSTRUCTIONS.) Name of Purchaser
Representative If Alternative Two chosen:
_________________________________________________________ Telephone number (_____)__________-__________
4
5
--------------------------------------------------------------------------------
VII. CERTIFICATIONS
--------------------------------------------------------------------------------
I certify that the information contained herein above is complete and
accurate and may be relied on by the Corporation. I will notify the Corporation
promptly of any material change in any of such information.
Under penalties of perjury, I certify that (1) my taxpayer identification
number shown in this Subscription Document is correct and (2) I am not subject
to backup withholding because (a) I have not been notified that I am subject to
backup withholding as a result of a failure to report all interest and dividends
or (b) the Internal Revenue Service has notified me that I am no longer subject
to backup withholding. (If you have been notified that you are subject to backup
withholding and the Internal Revenue Service has not advised you that backup
withholding has been terminated, strike out item (2).)
BY SIGNING, I ACKNOWLEDGE THAT I HAVE CAREFULLY REVIEWED THE OFFERING MEMORANDUM
INCLUDED HEREWITH AND AM BOUND BY THE TERMS OF THIS SUBSCRIPTION DOCUMENT AND
SUBSCRIPTION SUPPLEMENT.
. . . . . . . . . . . . . . .
[THIS SPACE INTENTIONALLY LEFT BLANK]
5
6
--------------------------------------------------------------------------------
VIII. SIGNATURES
--------------------------------------------------------------------------------
THE SUBSCRIPTION DOCUMENT CONTAINS VARIOUS STATEMENTS AND REPRESENTATIONS BY
SUBSCRIBERS AND SHOULD BE CAREFULLY REVIEWED IN ITS ENTIRETY BEFORE EXECUTING
THIS SIGNATURE PAGE.
I hereby certify that I have reviewed and am familiar with the terms of the
Subscription Document. THIS SUBSCRIPTION DOCUMENT INCORPORATES BY REFERENCE THE
FORM OF SUBSCRIPTION SUPPLEMENT ATTACHED AS AN EXHIBIT TO THE OFFERING
MEMORANDUM. I AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS
SUBSCRIPTION DOCUMENT AND THE SUBSCRIPTION SUPPLEMENT.
Dated_______________________________ 199_____
________________________________________________________________________________
Print name of individual subscriber, custodian, corporation, trustee
________________________________________________________________________________
Signature of individual subscriber, authorized person, trustee
________________________________________________________________________________
Print name of co-subscriber, authorized person, co-trustee if required by trust
instrument
________________________________________________________________________________
Signature of co-subscriber, authorized person, co-trustee if required by trust
instrument
________________________________________________________________________________
INVESTMENT AUTHORIZATION. The undersigned corporation, partnership, benefit plan
or IRA has all requisite authority to acquire the Units hereby subscribed for
and to enter into the Subscription Document, and further, the undersigned
officer, partner or fiduciary of the subscribing entity has been duly authorized
by all requisite action on the part of such entity to execute these documents on
its behalf. Such authorization has not been revoked and is still in full force
and effect.
Check Box: [ ] Yes [ ] No [ ] Not Applicable
--------------------------------------------------------------------------------
IX. NOTARIZATION
--------------------------------------------------------------------------------
STATE OF )
) ss.
COUNTY OF )
On _________________________________, 199____, before me,____________________
____________________________________, personally appeared ,
________________________________________________________________________________
[ ] personally known to me
[ ] proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Signature of Notary
CAPACITY CLAIMED BY SIGNER:
[ ] Individual(s) [ ] Attorney-In-Fact
[ ] Partner(s) [ ] Subscribing Witness
[ ] Trustee(s) [ ] Guardian/Conservator
[ ] Corporate______________________ [ ] Other:_________________________
Officer(s)_____________________ ___________________________________
Title(s) ___________________________________
SIGNER IS REPRESENTING:
Name of Person(s) or Entity(ies):_______________________________________________
________________________________________________________________________________
Notary: Please fill in state, county, date and names of all persons signing and
affix notarial seal.
6
7
--------------------------------------------------------------------------------
X. VERIFICATION OF ACCOUNT EXECUTIVE
--------------------------------------------------------------------------------
I state that I am familiar with the financial affairs and investment
objectives of the investor named above and reasonably believe that a purchase of
the Units is a suitable investment for this investor and that the investor,
either individually or together with his or her purchaser representative,
understands the terms of and is able to evaluate the merits of this offering.
I acknowledge:
(a) that I have reviewed the Subscription Document, Subscription Supplement,
and attachments (if any) thereto;
(b) that the Subscription Document and attachments thereto have been fully
completed and executed by the appropriate party; and
(c) that the subscription will be deemed received by SI Technologies, Inc.
upon completion of the Subscription Document.
Broker/Dealer Account Executive
_________________________________________ _________________________________________
(Name of Broker/Dealer) (Signature)
_________________________________________ _________________________________________
(Street Address of AE Office) (Print Name)
_________________________________________ _________________________________________
(City of AE Office) (State) (Zip) (Representative I.D. Number)
(_____) _____________-_____________ _________________________________________
(Telephone Number of AE Office) (Date)
7
