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EXHIBIT (a)(4)
BRIGHTPOINT, INC.
OFFER TO EXCHANGE OPTIONS
NOTICE OF WITHDRAWAL
FROM THE OFFER
The undersigned previously received a copy of the Offer to Exchange
together with (i) the Memorandum from Xxxxxx X. Xxxxxx dated August 31 2001;
(ii) a Letter of Transmittal; and (iii) an Agreement to Grant Options. The
undersigned completed, signed and returned the Letter of Transmittal, in which
he or she elected to accept Brightpoint, Inc.'s ("Brightpoint") offer to
exchange (the "Offer") some of or all of the undersigned's eligible Options. The
undersigned now wishes to change that election and reject Brightpoint's Offer to
exchange his or her Options. The undersigned understands that by signing this
Notice of Withdrawal and delivering it to Xxxxxxx X. Xxxxxxxx, Executive Vice
President, Chief Financial Officer and Treasurer of Brightpoint by the
Expiration Date which is 5:00 p.m. Indianapolis time on October 5, 2001, unless
the Offer is extended, in which case this Notice of Withdrawal must be received
by Xx. Xxxxxxxx at Brighpoint on or prior to such extended Expiration Date, the
undersigned will be able to withdraw his or her acceptance of the Offer and
instead reject the Offer to exchange his or her Options. The undersigned has
read and understands all the terms and conditions of the Offer to Exchange. The
undersigned has read and understands the instructions attached to this Notice of
Withdrawal.
The undersigned understands that in order to withdraw his or her
acceptance of the Offer, the undersigned must complete, sign and date this
Notice of Withdrawal and deliver it to Xxxxxxx X. Xxxxxxxx by hand delivery or
by mail to Xx. Xxxxxxxx at Brightpoint, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxxxx,
Xxxxxxx 00000, by the Expiration Date.
The undersigned understands that by withdrawing his or her acceptance
of the Offer to exchange his or her Options, the undersigned will not receive
any Cash Payment or any New Options on the Replacement Grant Date pursuant to
the Offer and he or she will keep the old Options that he or she has. These
Options will continue to be governed by the stock option plan under which they
were granted and by the existing option agreement or agreements between
Brightpoint and the undersigned.
The undersigned understands that by timely submitting this Notice of
Withdrawal, the undersigned will be withdrawing all previously tendered Options
from the election to exchange. The undersigned understands that he or she may
subsequently change this election, and once again accept the Offer to exchange
Options, by submitting a new Letter of Transmittal to Xx. Xxxxxxxx by hand
delivery or by mail to Xx. Xxxxxxxx at Brightpoint at 0000 Xxxxxxxxx Xxxxx,
Xxxxxxxxxxxx, Xxxxxxx 00000 by the Expiration Date.
All capital terms used herein and not defined herein, shall have the
meaning ascribed to them in the Offer to Exchange.
The undersigned has signed this Notice of Withdrawal and printed his or
her name exactly as it appears on the Letter of Transmittal.
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The undersigned does not accept the Offer to exchange any his or her
Options.
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Signature (optionholder) Social Security #, Social Insurance # etc.
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Name (Please Print) Date and Time
RETURN TO XXXXXXX X. XXXXXXXX BY HAND DELIVERY OR BY MAIL TO XX. XXXXXXXX AT
BRIGHTPOINT, 0000 XXXXXXXXX XXXXX, XXXXXXXXXXXX, XXXXXXX 00000, NO LATER THAN
THE EXPIRATION DATE.
IF YOU DO NOT WISH TO WITHDRAW ALL YOUR TENDERED OPTIONS FROM THE OFFER, YOU
SHOULD NOT FILL OUT THIS NOTICE OF WITHDRAWAL.
INSTRUCTIONS TO THE NOTICE OF WITHDRAWAL FROM THE OFFER
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Notice of Withdrawal from the Offer.
A properly completed and executed Notice of Withdrawal (or a facsimile
of it), and any other documents required by this Notice of Withdrawal, must be
received by Xxxxxxx X. Xxxxxxxx, Executive Vice President, Chief Financial
Officer and Treasurer of Brightpoint either by mail or by hand delivery at 0000
Xxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 on or before the Expiration Date.
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR
OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY BRIGHTPOINT. YOU MAY HAND DELIVER OR MAIL YOUR NOTICE OF WITHDRAWAL
TO XX. XXXXXXXX AT BRIGHTPOINT. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME
TO ENSURE TIMELY DELIVERY.
Although by submitting a Notice of Withdrawal you have withdrawn all of
your tendered Options from the Offer, you may change your mind and re-accept the
Offer until the Expiration Date. Tenders of Options made through the Offer may
be made at any time before the Expiration Date. If the Company extends the Offer
beyond that time, you may tender your Options at any time until the extended
Expiration Date of the Offer. To change your mind and elect to participate in
the Offer, you must deliver a new completed, signed and dated Letter of
Transmittal, together with any other document required by that Letter of
Transmittal, to Brightpoint, while you still have the right to participate in
the Offer. Your Options will not be properly tendered for purposes of the Offer
unless the withdrawn Options are properly re-tendered before the Expiration Date
by delivery of the new Letter of Transmittal following the procedures described
in the instructions to the Letter of Transmittal.
IF YOU WISH TO CHANGE YOUR ELECTION WITH RESPECT ONLY TO PARTICULAR
OPTIONS, YOU SHOULD SUBMIT A NEW LETTER OF TRANSMITTAL INSTEAD OF THIS NOTICE OF
WITHDRAWAL. As noted in the Offer to Exchange, you may select individual Options
to be tendered for exchange. You do not have to tender all your Options but for
each individual Option you do choose to tender, you must tender all other
outstanding Options of the same class (determined by exercise price and
expiration date) that meet the criteria for tendering as set forth in the Offer
to Exchange. You may change your mind about which individual Options you would
like to tender for exchange. To change your election regarding particular
individual Options you previously
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tendered while continuing to elect to participate in the Offer, you must deliver
a completed, signed and dated new Letter of Transmittal, together with any
documents required by the Letter of Transmittal, on or prior to the Expiration
Date or, if the Offer is extended, on or prior to the extended Expiration Date
of the Offer. Upon receipt of such a new, properly completed, signed and dated
Letter of Transmittal, any previously submitted Letter of Transmittal or Notice
of Withdrawal will be disregarded and will be considered replaced in full by the
new Letter of Transmittal.
By signing this Notice of Withdrawal, you waive any right to receive
any notice from Brightpoint of the withdrawal of the tender of your Options.
2. Signatures on This Notice of Withdrawal.
Your signature on this Notice of Withdrawal must correspond with the
name and signature on your Letter of Transmittal without alteration, enlargement
or any change whatsoever. If your name has been legally changed since your
submission of the Letter of Transmittal, please submit proof of the legal name
change.
3. Other Information on This Notice of Withdrawal.
In addition to signing this Notice of Withdrawal and printing your
name, you must indicate the date and time at which you signed. You must also
include your identification number, such as your social security number, tax
identification number or national identification number, as appropriate.
4. Requests for Assistance or Additional Copies.
Any questions or requests for assistance, as well as requests for
additional copies of the Offer to Exchange or this Notice of Withdrawal may be
directed in writing to Xxxxxxx X. Xxxxxxxx, Executive Vice President, Chief
Financial Officer and Treasurer of Brightpoint at 0000 Xxxxxxxxx Xxxxx,
Xxxxxxxxxxxx, Xxxxxxx 00000, or by telephone at (000) 000-0000. Copies will be
furnished promptly at Brightpoint's expense.
5. Irregularities.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of this Notice of Withdrawal will be determined by
Brightpoint in its sole discretion. Brightpoint's determinations shall be final
and binding on all parties. Brightpoint reserves the right to reject any or all
Notices of Withdrawal that Brightpoint determines not to be in proper form or
the acceptance of which may, in the opinion of Brightpoint's counsel, be
unlawful. Brightpoint also reserves the right to waive any of the conditions of
the Offer and any defect or irregularity in the Notice of Withdrawal, and
Brightpoint's interpretation of the terms of the Offer (including these
instructions) will be final and binding on all parties. No Notice of Withdrawal
will be deemed to be properly made until all defects and irregularities have
been cured or waived. Unless waived, any defects or irregularities in connection
with a Notice of Withdrawal must be cured within the time as Brightpoint shall
determine. Neither Brightpoint nor any other person is or will be obligated to
give notice of any defects or irregularities in Notices of Withdrawal, and no
person will incur any liability for failure to give any such notice.
IMPORTANT: IF YOU INTEND TO WITHDRAW ALL OF YOUR PREVIOUSLY TENDERED
OPTIONS ELECTED FOR EXCHANGE IN THE OFFER, THIS SIGNED AND COMPLETED NOTICE OF
WITHDRAWAL, TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY XX.
XXXXXXXX AT BRIGHTPOINT, ON OR BEFORE THE EXPIRATION DATE.
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6. Additional Documents to Read.
You should be sure to read the Offer to Exchange, all documents
referenced therein, the Memorandum from Xxxxxx X. Xxxxxx dated August 31, 2001,
the Letter of Transmittal and the Agreement to Grant Options before making any
decisions regarding participation in, or withdrawal from, the Offer.
7. Important Tax Information.
You should refer to Section 14 of the Offer to Exchange, which contains
important U.S. federal income tax information. IF YOU LIVE OR WORK OUTSIDE THE
UNITED STATES, WE URGE YOU TO CONSULT WITH YOUR OWN TAX AND LEGAL ADVISOR(S) TO
DETERMINE THE TAX, LEGAL AND SOCIAL INSURANCE CONSEQUENCES OF THE OFFER UNDER
THE LAWS OF THE COUNTRY IN WHICH YOU LIVE AND WORK.
