1
EXHIBIT 99.4
Subscriber Computing, Inc. 1997 Stock Option,
Nonqualified Stock Option, and Restricted Stock Purchase Plan
Form of Notice of Nonqualified Option Grant
2
Subscriber Computing, Inc.
_____________________________
_____________________________
Gentlemen:
1. (a) In connection with the acquisition of ________ shares of the
common stock of Subscriber Computing, Inc., a Delaware corporation (the
"Company"), by the undersigned, the undersigned represents that the shares which
the undersigned is acquiring are being acquired for investment and not with a
view to the sale or distribution of any part thereof, and that the undersigned
has no present intent of selling or otherwise distributing the shares.
You have advised the undersigned that the shares have not been
registered under the Securities Act of 1933, as amended (the "Act"), as the
offering of the shares is to be effected pursuant to an exemption from the
registration provisions of such Act, and, in this connection, you are relying in
part on the representations of the undersigned set forth herein.
Without in any way limiting the representations set forth above, the
undersigned further agrees in no event to make any dispositions of all or any
part of said shares unless and until (i) the undersigned shall have notified you
of the proposed disposition; (ii) the undersigned shall have furnished you with
an opinion of counsel to the effect that such disposition will not require
registration of such shares under the Act, and (iii) such opinion of counsel
shall have been concurred in by the Company's counsel and the Company shall have
advised you of such concurrence.
(b) The undersigned acknowledges receipt of all information as the
undersigned deems necessary and appropriate to enable the undersigned to
evaluate the financial risk inherent in acquiring said shares and acknowledges
receipt of satisfactory and complete information covering the business and
financial condition of the Company, including the opportunity to obtain
information regarding the Company's financial status, in response to all
inquiries in respect thereof.
2. The undersigned understands and agrees that the certificate
evidencing said shares will bear substantially the following legend, in addition
to all others required by agreement:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933; THEY
-1-
3
HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE PLEDGED,
HYPOTHECATED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS MAY BE
AUTHORIZED UNDER THE SECURITIES ACT OF 1933, AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER.
3. (a) The undersigned recognizes that said shares are unregistered and
must by held indefinitely unless they are subsequently registered under the Act
or an exemption from such registration is available, and further recognizes that
you are under no obligation to register said shares or to comply with any
exemption from such registration.
(b) The undersigned understands that Rule 144 under the Act does
not presently apply and may never apply to the Company's securities because the
Company does not now, and may never, file reports required by the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and has not made, and may
never make, publicly available the information required by Rule 15c2-11 of the
Exchange Act. Furthermore, if Rule 144 were available, the undersigned
understands that sales of securities made in reliance thereof could be made only
in certain limited amounts, after certain holding periods and only when there
was available specified current public information, all in accordance with the
terms and conditions of said Rule. The undersigned understands that, in the case
of securities to which said Rule is not applicable, compliance with some other
exemption under the Act will be required.
Dated: ___________________ _______________________________
-2-
