Exhibit 99.4
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Subscription Number Share Subscription Offer
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Shares of Internet Capital Group Eligible to Subscribe
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Record Date Shares
SAFEGUARD SCIENTIFICS, INC.
DIRECTED SHARE SUBSCRIPTION PROGRAM
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INTERNET CAPITAL GROUP, INC.
SUBSCRIPTION FORM
The shareholder named above 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 Internet Capital Group, 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 holder
of at least 491 shares of Safeguard Scientifics, Inc. common stock may subscribe
for one share of Internet Capital Group common stock for every ten shares of
Safeguard Scientifics common stock held as of June 24, 1999 in any account,
rounded upward. The minimum subscription that we will accept is for 10 shares of
Internet Capital Group per any individual account. Therefore, holders with
accounts containing fewer than 100 shares of Safeguard common stock as of June
24, 1999, will not be able to subscribe for shares of Internet Capital Group.
The right to participate in this program and purchase shares of Internet Capital
Group 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 Internet Capital Group's initial public offering. The
price per share will be determined by negotiations between Internet Capital
Group and the underwriters of the offering. The factors to be considered in
these negotiations are described in the preliminary prospectus accompanying this
Subscription Form. Internet Capital Group currently anticipates that its initial
public offering price will be determined in early August 1999 but various
factors could hasten or delay this determination. Time will not permit Internet
Capital Group 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 Internet Capital Group, 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 Internet Capital Group. If Internet Capital
Group cancels the initial public offering, you will have no rights to purchase
shares of Internet Capital Group and any funds previously submitted by you will
be returned. Internet Capital Group and/or Safeguard also may cancel or modify,
in whole or in part, the directed share subscription program.
You should not return this Subscription Form or deliver any payment until after
Internet Capital Group 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 Internet
Capital Group 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, or by facsimile transmission and wire transfer. The
addresses for ChaseMellon are as follows:
By Hand Delivery: By Overnight Delivery/Express Mail Courier
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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
By Facsimile Transmisssion and Wire Transfer:
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ChaseMellon Shareholder Services, Wire to: The Chase Manhattan Bank,
L.L.C New York, NY
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./Internet Capital Group
Reference: FBO [insert your name as it
appears on the reverse
side of this form]
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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 Internet Capital Group, Inc. as indicated below.
Number of shares purchased/1/ ____________________(NOTE: 10 share minimum required
in each account)/2/
Per share subscription price $___________________
Payment submitted/3/ $___________________
/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 Internet Capital Group, Inc. will be issued promptly
following the closing of the directed share 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 ( ) ____________________________________
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.
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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 TIN__________________________________________________
IDENTIFICATION NUMBER IN THE SPACE Social Security or Employer Identification Number
PROVIDED AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW 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).
