Exhibit 99.4
--------------------------- -------------------------------------
Account # Directed Share Subscription Program #
---------------------------------------------------
Maximum # of Shares of U.S. Interactive, Inc.
Available for Purchase
---------------------------------------------------
Record Date Shares of Safeguard Scientifics, Inc.
SAFEGUARD SCIENTIFICS, INC.
DIRECTED SHARE SUBSCRIPTION PROGRAM
--------------------------------------------------------------------------------
U.S. INTERACTIVE, INC.
SUBSCRIPTION FORM
The shareholder named below has the right to purchase, pursuant to the terms and
conditions of the Safeguard Scientifics, Inc. Directed Share Subscription
Program, the number of fully paid and non-assessable shares of common stock,
$.001 par value, of U.S. Interactive, Inc. indicated above at a Subscription
Price that will be determined as outlined below. THE DIRECTED SHARE SUBSCRIPTION
PROGRAM WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME ON THE FOURTH BUSINESS DAY
AFTER THE INITIAL PUBLIC OFFERING PRICE IS DETERMINED. As described in the
preliminary prospectus accompanying this Subscription Form, each shareholder may
subscribe for one share of U.S. Interactive common stock for every ___ shares of
Safeguard Scientifics common stock held as of , 1999 in any account, rounded
upwards. The minimum subscription that we will accept is for __ shares of U.S.
Interactive per any individual account. Therefore, holders will not be able to
subscribe with respect to accounts containing fewer than ___ shares of Safeguard
common stock as of , 1999. The right to participate in this program and purchase
shares of U.S. Interactive is nontransferable except involuntarily by operation
of law (e.g. death or certain dissolutions). Should an involuntary transfer
occur by operation of law, please contact ChaseMellon Shareholder Services,
L.L.C., the agent for the program, by telephone at 800-______________ for
appropriate instructions.
The Subscription Price per share under the program will be the same price that
all investors will pay in U.S. Interactive's initial public offering. The price
per share will be determined by negotiations between U.S. Interactive and the
underwriters of the offering. The factors to be considered in these negotiations
are described in the preliminary prospectus accompanying this Subscription Form.
U.S. Interactive currently anticipates that its initial public offering price
will be determined in late June to early July 1999 but various factors could
hasten or delay this determination. Time will not permit U.S. Interactive to
notify you directly of the Subscription Price and the expiration date for this
offering, but Safeguard Scientifics will take the actions described in the
accompanying preliminary prospectus to publicize this information.
No offer to buy securities can be accepted, and no part of the subscription
price can be received, until the initial public offering price has been
determined and the registration statement, of which the preliminary prospectus
accompanying this Subscription Form is a part, has been declared effective. Any
Subscription Forms or payments received before then will be returned to you. All
persons electing to subscribe for shares of U.S. Interactive, Inc. must
complete the Election to Purchase on the reverse side of this Subscription Form
and return the Subscription Form, together with full payment of the Subscription
Price, to ChaseMellon at the addresses on the back of this Subscription Form. If
you do not properly complete and sign this Subscription Form, it may be
rejected. The Subscription Form and full payment of the Subscription Price must
be received by ChaseMellon no later than 5:00 p.m. New York City time on the
fourth business day after the initial public offering price is determined.
ChaseMellon will not honor any subscriptions received after that time and date.
If you do not wish to subscribe for shares, you do not need to return this
Subscription Form. Before completing and returning this Subscription Form, you
are urged to read carefully the preliminary prospectus mailed to you with this
Subscription Form for a more complete explanation of the offering and for
information about U.S. Interactive. If U.S. Interactive cancels the
initial public offering, you will have no rights to purchase shares of
U.S. Interactive and any funds previously submitted by you will be returned.
You should not return this Subscription Form or deliver any payment until after
U.S. Interactive has determined its initial public offering price. Any
subscription forms or payment received before then will be returned to you. Once
the initial public offering price has been determined, Safeguard Scientifics
will take the actions described in the preliminary prospectus to publicize the
subscription price and the date by which you must respond to the offer that has
been made to you under this program.
If you wish to subscribe for shares at that time, you should complete this
Subscription Form and deliver payment of the subscription price to ChaseMellon.
ChaseMellon must receive the properly completed and signed Subscription Form and
full payment of the Subscription Price by 5:00 p.m. New York City Time, on the
fourth business day after U.S. Interactive determines its initial public
offering price. ChaseMellon will stop accepting Subscription Forms after that
time and date.
We suggest, for your protection, that you deliver the completed Subscription
Form and payment of the subscription price to ChaseMellon Shareholder Services,
L.L.C. by overnight or express mail courier. The addresses for ChaseMellon are
as follows:
By Hand Delivery: By Overnight Delivery/Express Mail Courier
----------------- ------------------------------------------
ChaseMellon Shareholder Services, ChaseMellon Shareholder Services,
L.L.C. L.L.C.
Attn: Reorganization Dept. Attn: Reorganization Dept.
000 Xxxxxxxx, 00xx Xxxxx 00 Xxxxxxxxxx Xxxx, Mail Drop--Reorg
New York, NY 00000 Xxxxxxxxxx Xxxx, XX 00000
If you wish to pay the subscription price by wire transfer, please see the
Facsimile Transmission and Wire Transfer Instructions on page 3 of the letter
accompanying the preliminary prospectus.
--------------------------------------------------------------------------------
SUBSCRIPTION FORM--ELECTION TO PURCHASE
Subject to the terms and conditions of the Directed Share Subscription Program
described in the preliminary prospectus, receipt of which is hereby
acknowledged, the undersigned hereby elects to purchase shares of common stock
of U.S. Interactive, Inc. as indicated below.
Number of shares purchased/1/ ____________________(NOTE: __ share minimum required
in each account)/2/
Per Share Subscription Price $___________________
Payment enclosed/3/ $___________________
/1/ If the amount enclosed is not sufficient to pay the Subscription Price for
all shares that are stated to be purchased, or if the number of shares
being purchased is not specified, the number of shares purchased will be
assumed to be the maximum number that could be purchased upon payment of
such amount. Any amount remaining after such division shall be returned to
the purchaser.
/3/ Any order for less than the minimum purchase requirement will be rejected.
/3/ The Subscription Price must be paid by cash, check or money order in U.S.
dollars representing "good funds" payable to ChaseMellon Shareholder
Services, L.L.C. The payment enclosed should equal the total shares
purchased multiplied by the per share subscription price.
Shares of common stock of U.S. Interactive, Inc. will be issued promptly
following the closing of the offering. Such shares will be registered in the
same manner set forth on the face of this Subscription Form. If your shares are
held in joint ownership, all joint owners must sign. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
such. If signing for a corporation, an authorized officer must sign and provide
title. If signing for a partnership, an authorized partner must sign and
indicate title.
Please provide a telephone number at which you can be reached in the event that
we have questions regarding the information that you have supplied.
Daytime Telephone Number ( ) ____________________________________
Evening Telephone Number ( ) ____________________________________
(IF JOINTLY OWNED, BOTH MUST SIGN)
SIGNATURE(S): ________________________________________
Dated:___________________________, 1999
----------------------------------------
NOTE: The above signature(s) must correspond with the
name(s) as written upon the face of this
Subscription Form in every particular without
alteration.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SUBSTITUTE FORM W-9
DEPARTMENT OF THE TREASURY, INTERNAL REVENUE SERVICE--
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN) Failure to
complete this form may subject you to 31%
federal income tax withholding.
Part 1: PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER IN THE SPACE
PROVIDED AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW
TIN__________________________________________________
Social Security or Employer Identification Number
Part 2: Check the box if you are awaiting a TIN [_]
Part 3: CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) the number
shown on this form is my correct taxpayer identification number (or a TIN has
not issued to me but I have mailed or delivered an application to receive a TIN
or intend to 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 "IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends or the IRS 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.
Dated:___________________, 1999 SIGNATURE:___________________________________
You must cross out item (2) above if you have been notified by the IRS that you
are currently subject to backup withholding because of underreporting interest
or dividends on your tax return. However, if after being notified by the IRS
that you were subject to backup withholding, you received another notification
from the IRS that you are no longer subject to backup withholding, do not cross
out item (2).
