EXHIBIT 4.1: FORM OF SUBSCRIPTION CERTIFICATE.
CONTROL No. ______________ Number of Subscription Rights ______________
VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M. EASTERN DAYLIGHT
TIME, ON , 2001
DATA TRANSLATION, INC.
SUBSCRIPTION RIGHTS FOR COMMON STOCK
Dear Stockholder:
As the registered owner of this Subscription Certificate, you are the owner
of the number of subscription rights (each a "Subscription Right") shown above.
Each Subscription Right entitles you to subscribe for one share of common stock,
par value $0.01 per share ("Common Stock"), of Data Translation, Inc. (the
"Basic Subscription Privilege"). You may subscribe for such shares at the
Subscription Price of $[ ] per share. If you subscribe for all of the
shares available pursuant to the Basic Subscription Privilege, you are also
entitled to purchase an unlimited number of additional shares at the
Subscription Price (subject to proration) (the "Oversubscription Privilege").
The other terms and conditions of these Subscription Rights are set forth in
the enclosed prospectus. You have been issued one Subscription Right per share
of Common Stock that you held on May , 2001.
SAMPLE CALCULATION OF BASIC SUBSCRIPTION PRIVILEGE:
Shares of Common Stock owned on May , 2001: 100
(number of Subscription Rights issued per share of Common
Stock):................................................... x1
---
New Shares:................................................. 100
You have two choices:
1. You can subscribe for all of the new shares listed at the top of the
page (the "Basic Subscription Privilege").
2. You can subscribe for more than the number of new shares listed above
(the "Oversubscription Privilege"). Shares may be available to you
subject to an allocation process as described in the prospectus.
TO SUBSCRIBE, FULL PAYMENT OF THE SUBSCRIPTION PRICE IS REQUIRED FOR EACH SHARE
OF COMMON STOCK. YOU MUST COMPLETE THE REVERSE SIDE OF THIS FORM TO SUBSCRIBE
FOR NEW SHARES.
ATTEST: DATA TRANSLATION, INC.
By: /s/ XXXXXXX XXXXXX By: /s/ XXXXXX X. XXXXXXXX
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Xxxxxxx XxXxxx, Xxxxxx X. Xxxxxxxx,
Secretary Chief Executive Officer
Control No.:
-------------------
Account No.:
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No. of Subscription
Rights:
-------------------
Maximum Number of Shares:
-------------------
DELIVERY OPTIONS FOR SUBSCRIPTION CERTIFICATE
BY FIRST CLASS MAIL OR REGISTERED MAIL:
Equiserve Trust
Attention: Corporate Actions
Post Office Box 43025
Providence, Rhode Island 02940-3025
BY HAND:
Securities Transfer & Reporting
c/o Equiserve Trust
000 Xxxxxxx'x Xxxxxx, Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
BY OVERNIGHT DELIVERY:
Equiserve Trust
Attention: Corporate Actions
00 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Delivery to an address other than one of the addresses listed above
will not constitute valid delivery.
Delivery by facsimile will not constitute valid delivery.
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
IF YOU WISH TO SUBSCRIBE FOR YOUR FULL BASIC SUBSCRIPTION PRIVILEGE OR A PORTION
THEREOF:
Basic Subscription Privilege:
I apply for __________________ shares X $[_____________] = $________________
(no. of new shares) (subscription price) (amount enclosed)
Oversubscription Privilege:
IF YOU HAVE SUBSCRIBED FOR YOUR FULL BASIC SUBSCRIPTION PRIVILEGE AND WISH TO
PURCHASE ADDITIONAL SHARES PURSUANT TO THE OVERSUBSCRIPTION PRIVILEGE:
I apply for __________________ shares X $[_____________] = $________________
(no. of new shares) (subscription price) (amount enclosed)
Total Amount of Check Enclosed = $____________
TO SUBSCRIBE: I acknowledge that I have received the prospectus for this offer
and I hereby irrevocably subscribe for the number of shares indicated above on
the terms and conditions specified in the prospectus. I hereby agree that if I
fail to pay for the shares of Common Stock for which I have subscribed, Data
Translation, Inc. may exercise its legal remedies against me.
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Signature(s) of Subscriber(s)
IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT
ALTERATION, WITH THE NAME(S) AS PRINTED ON THE REVERSE OF THIS SUBSCRIPTION
CERTIFICATE.
SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS
FOR SUBSCRIPTION RIGHTS HOLDERS:
(a) To be completed ONLY if the certificate representing the Common Stock is to
be issued in a name other than that of the registered holder. (See the
Instructions.) DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S)
SECTION BELOW.
ISSUE COMMON STOCK TO:
-------------------------------------------- ---------------------------------------------
(Please Print Name) (Street Address)
--------------------------------------------- ---------------------------------------------
(Social Security # or Tax ID #) (City, State Zip Code)
(b) To be completed ONLY if the certificate representing the Common Stock is to
be sent to an address other than that show above. (See the Instructions.) DO
NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW.
-------------------------------------------- ---------------------------------------------
(Please Print Name) (Street Address)
--------------------------------------------- ---------------------------------------------
(Social Security # or Tax ID #) (City, State Zip Code)
ACKNOWLEDGEMENT
THE SUBSCRIPTION ORDER FORM IS NOT VALID UNLESS YOU SIGN BELOW
I/We acknowledge receipt of the prospectus and understand that after
delivery to the Data Translation, Inc., I/we may not modify or revoke this
Subscription Certificate. Under penalties of perjury, I/we certify that the
information contained herein, including the social security number or taxpayer
identification number given above, is correct. If the Special Issuance or
Delivery Instructions for Subscription Rights Holders are completed, I/we
certify that although the certificate representing the Common Stock is to be
issued in a name other than one registered holder, beneficial ownership of the
Common Stock will not change.
The signature below must correspond with the name of the registered holder
exactly as it appears on the books of the Company's transfer agent without any
alteration or change whatsoever.
SIGN HERE: _____________________________________________________________________
Signature(s) Of Registered Holder
DATED: ___________, 2001
If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following information
(please print). See the instructions.
Name(s):_____________________________________ Daytime Phone:_______________________________
Capacity (Full Title):_______________________ Evening Phone:_______________________________
Taxpayer Identification
Address:_____________________________________ or Social Security Number:___________________
(including zip code)
GUARANTEE OF SIGNATURE(S)
All Subscription Rights Holders who specify special issuance or delivery
instructions must have their signatures guaranteed by an Eligible Institutions.
An "Eligible Institution" for this purpose is a bank, stockbroker, savings and
loan association and credit union with membership in an approved signature
guaranteed medallion program, pursuant to Rule 17Ad-15 of the Securities
Exchange Act of 1934.
Authorized Signature: Name of Firm:
Name: Address:
Title: Area Code and Telephone No.:
YOU MUST HAVE YOUR SIGNATURE GUARANTEED IF YOU WISH TO HAVE YOUR SHARES
DELIVERED TO AN ADDRESS OTHER YOUR OWN OR TO A STOCKHOLDER OTHER THAN THE
REGISTERED HOLDER.
Your signature must be guaranteed by an Eligible Guarantor Institution, as
defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
These generally include (a) a commercial bank or trust company, (b) a member
firm of a domestic stock exchange, or (c) a credit union.
Signature Guaranteed:
By: __________________________________
(Signature of Officer)
_____________________________________
(Name of Bank or Firm)
FULL PAYMENT FOR THE SHARES MUST ACCOMPANY THIS FORM AND MUST BE MADE IN UNITED
STATES DOLLARS BY (I) CHECK OR BANK DRAFT DRAWN UPON UNITED STATES BANK OR
POSTAL, TELEGRAPHIC OR EXPRESS MONEY ORDER PAYABLE TO AMERICAN STOCK TRANSFER &
TRUST COMPANY, AS SUBSCRIPTION AGENT; OR (II) IN THE CASE OF PERSONS ACQUIRING
SHARES AT AN AGGREGATE SUBSCRIPTION PRICE OF $500,000 OR MORE, AN ALTERNATIVE
PAYMENT METHOD ARRANGED WITH THE SUBSCRIPTION AGENT AND APPROVED BY DATA
TRANSLATION, INC.
STOCK CERTIFICATES FOR THE SHARES SUBSCRIBED TO PURSUANT TO THE RIGHTS OFFERING
WILL BE DELIVERED AS SOON AS PRACTICABLE AFTER THE EXPIRATION DATE. ANY REFUND
IN CONNECTION WITH YOUR SUBSCRIPTION WILL BE DELIVERED AS SOON AS PRACTICABLE
THEREAFTER.
FOR INSTRUCTIONS ON THE USE OF DATA TRANSLATION, INC. SUBSCRIPTION CERTIFICATES
CONSULT XXXXXXX XXXXXX, CHIEF FINANCIAL OFFICER OF DATA TRANSLATION, INC.
(000) 000-0000, OR YOUR BANK OR BROKER WITH QUESTIONS
