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Exhibit 99.4
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Subscription Number
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Shares of eMerge Interactive Share Subscription Offer Record Date Shares
Eligible to Subscribe
SAFEGUARD SUBSCRIPTION PROGRAM
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EMERGE INTERACTIVE, INC.
SUBSCRIPTION FORM
The shareholder named above has the right to purchase, pursuant to the terms and
conditions of the Safeguard Subscription Program, the number of fully paid and
non-assessable shares of common stock, $.01 par value, of eMerge Interactive,
Inc. indicated above at a subscription price that will be determined as outlined
below. THE SAFEGUARD 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 holder of at least 100 shares of Safeguard Scientifics,
Inc. common stock may subscribe for one share of eMerge Interactive common stock
for every 10 shares of Safeguard Scientifics common stock held as of October 20,
1999, in any account, rounded upward. THE MINIMUM SUBSCRIPTION THAT WE WILL
ACCEPT IS FOR 10 SHARES OF EMERGE INTERACTIVE PER ANY INDIVIDUAL ACCOUNT.
Therefore, holders with accounts containing fewer than 100 shares of Safeguard
common stock as of October 20, 1999, will not be able to subscribe for shares of
eMerge Interactive. The right to participate in this program and purchase shares
of eMerge 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 000-000-0000 for appropriate
instructions.
The subscription price per share under the program will be the same price that
all investors will pay in eMerge Interactive's initial public offering. The
price per share will be determined by negotiations between eMerge 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. eMerge Interactive currently anticipates that its initial
public offering price will be determined in January 2000 but various factors
could hasten or delay this determination. Time will not permit eMerge
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 eMerge 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.
Safeguard will decide all questions as to the validity, form, eligibility, and
acceptance of subscriptions, and Safeguard reserves the absolute right to reject
any subscriptions not properly submitted. Safeguard also may reject any
subscription if the acceptance of the subscription would be unlawful. Once the
Subscription Form and payment have been received and accepted, your subscription
may not be revoked by you. 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 eMerge Interactive. If eMerge Interactive
cancels the initial public offering, you will have no rights to purchase shares
of eMerge Interactive and any funds previously submitted by you will be
returned. eMerge Interactive and/or Safeguard also may cancel or modify, in
whole or in part, the Safeguard Subscription Program.
2
YOU SHOULD NOT RETURN THIS SUBSCRIPTION FORM OR DELIVER ANY PAYMENT UNTIL AFTER
EMERGE 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 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 EMERGE INTERACTIVE DETERMINES
ITS INITIAL PUBLIC OFFERING PRICE. CHASEMELLON WILL STOP ACCEPTING SUBSCRIPTION
FORMS AFTER THAT TIME AND DATE. Once the Subscription Form and payment have been
received and accepted, your subscription may not be revoked by you. 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, or by facsimile transmission and wire
transfer. The addresses for ChaseMellon are as follows:
By Hand Delivery: By Overnight Delivery/Express Mail Courier
ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C.
Attn: Reorganization Dept. Attn: Reorganization Dept.
000 Xxxxxxxx, 00xx Xxxxx 85 Challenger Road, Mail Drop -- Reorg
Xxx Xxxx, XX 00000 Xxxxxxxxxx Xxxx, XX 00000
By Facsimile Transmission and Wire Transfer:
ChaseMellon Shareholder Services, L.L.C. Wire to: Xxx Xxxxx Xxxxxxxxx Xxxx, Xxx Xxxx, XX
Facsimile Transmission: (000) 000-0000 ABA # 000000000
To confirm fax, call: (000) 000-0000 Attention: ChaseMellon Shareholder Services
Account: Reorg Account 323-859577
For: Safeguard Scientifics, Inc./eMerge Interactive
Reference: FBO[insert your name as it appears on the reverse side of this form]
SUBSCRIPTION FORM -- ELECTION TO PURCHASE
Subject to the terms and conditions of the Safeguard Subscription Program
described in the preliminary prospectus, receipt of which is hereby
acknowledged, the undersigned hereby elects to purchase shares of common stock
of eMerge Interactive, Inc. as indicated below.
Number of shares purchased(1) (NOTE:
--------------------- SHARE MINIMUM REQUIRED
IN EACH ACCOUNT)(2)
Per share subscription price $
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Payment submitted
(payable to ChaseMellon Shareholder Services, L.L.C.) (3) $
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1 You may only purchase up to the number of shares specified on the reverse
side of this form. If the amount submitted 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 remaining amount will be returned to the
purchaser.
2 Any order for less than the minimum purchase requirement will be rejected.
3 The subscription price must be paid by valid check or money order in U.S.
dollars payable to ChaseMellon Shareholder Services, L.L.C. or by wire
transfer as described above. The payment submitted should equal the total
shares purchased multiplied by the per share subscription price.
SHARES OF COMMON STOCK OF EMERGE INTERACTIVE, INC. WILL BE ISSUED PROMPTLY
FOLLOWING THE EXPIRATION OF THE SAFEGUARD SUBSCRIPTION PROGRAM. The 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
this election to purchase. 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 ( )
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Evening Telephone Number ( )
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(IF JOINTLY OWNED, BOTH MUST SIGN)
SIGNATURE(S):
Dated: , 2000 -------------------------------------------------
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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 TIN
PROVIDED AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW ------------------------------------------
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: , 2000 SIGNATURE:
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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).
