Exhibit (a)(1)(iv)
CAPSTONE TURBINE CORPORATION
VOLUNTARY STOCK OPTION EXCHANGE PROGRAM
NOTICE TO WITHDRAW FROM THE OFFER
(THIS FORM SHOULD ONLY BE USED IF YOU WISH TO WITHDRAW ALL OF YOUR
TENDERED OPTIONS FROM THE OFFER TO EXCHANGE. IF YOU WISH TO CHANGE YOUR ELECTION
WITH RESPECT ONLY TO PARTICULAR OPTIONS, YOU SHOULD SUBMIT A NEW ELECTION FORM
INSTEAD.)
I previously received a copy of the most recent version of Capstone
Turbine Corporation's ("CAPSTONE") Offer to Exchange Certain Outstanding Options
for New Options (originally dated June 25, 2003, as amended on July 9, 2003) (as
so amended, and as it may be amended from time to time thereafter, the "OFFER")
and the Election Form. I signed, dated and returned the Election Form in which I
elected to accept Capstone's Offer. I now wish to change my previous election,
REJECT Capstone's Offer and not surrender any of my options for exchange.
I understand that in order to withdraw my acceptance of the Offer, I
must sign, date and deliver this Notice to Withdraw from the Offer (the "NOTICE
TO WITHDRAW") via fax or hand delivery (e-mail is not sufficient) for receipt by
5:00 p.m., Pacific Time, on July 24, 2003 (the "EXPIRATION DATE"), or if
Capstone extends the Offer, the extended expiration of the Offer, to:
Capstone Turbine Corporation
Attention: Debbie Bernard
21211 Nordhoff Street
Chatsworth, California 91311
Phone: (818) 734-5431
Fax: (818) 734-5381
I understand that by withdrawing my acceptance of the Offer, I will not
receive any new options pursuant to the Offer and I will keep the options that I
have. These existing options will continue to be governed by the stock option
plans under which they were granted and by the existing option agreements
between Capstone and me.
I understand that I may change this election, and once again accept the
Offer, by submitting a new Election Form in accordance with the instructions in
the Election Form for receipt by 5:00 p.m., Pacific Time, on July 24, 2003.
I have received the instructions attached to this Notice to Withdraw
and by signing this Notice to Withdraw, I understand that I am bound by the
additional terms and conditions set forth in the instructions attached hereto. I
have signed this Notice to Withdraw and printed my name exactly as it appears on
the Election Form.
I DO NOT ACCEPT THE OFFER TO EXCHANGE ANY OF MY OPTIONS.
________________________ ___________________________________________
Signature Social Security/Social Insurance/
National ID/Tax File Number
________________________ _________________ _____________________
Name (Please Print) Date and Time E-mail Address
_______________________________________
Home or Work Address
INSTRUCTIONS TO THE NOTICE TO WITHDRAW FROM THE OFFER
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF THE NOTICE TO WITHDRAW FROM THE OFFER. A properly
completed and executed original of the Notice to Withdraw (or a faxed copy of
it), and any other documents required by the Notice to Withdraw, must be
received by Capstone either via hand delivery or fax (e-mail is not sufficient)
by 5:00 p.m., Pacific Time, on the Expiration Date, or if the Offer is extended,
before the extended expiration of the Offer, by the person noted on the front
page of the Notice to Withdraw.
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR
OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY CAPSTONE AT THE ADDRESS OR FAX NUMBER LISTED ABOVE. IN ALL CASES,
YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY. WE INTEND TO CONFIRM
THE RECEIPT OF YOUR NOTICE TO WITHDRAW WITHIN TWO BUSINESS DAYS. IF YOU HAVE NOT
RECEIVED SUCH A CONFIRMATION OF RECEIPT, IT IS YOUR RESPONSIBILITY TO ENSURE
THAT YOUR NOTICE TO WITHDRAW HAS BEEN RECEIVED BY US.
Although by submitting the Notice to Withdraw, you have withdrawn your
tendered options from the Offer, you may change your mind and re-accept the
Offer until the Expiration Date. If the Offer is extended by Capstone beyond
such time, you may tender your options at any time until the extended expiration
of the Offer. To change your mind and elect to participate in the Offer, you
must deliver a new signed and dated Election Form (or a faxed copy of the
Election Form) with the required information to Capstone, while you still have
the right to participate in the Offer. Your options will not be properly
tendered for purposes of the Offer unless the withdrawn options are properly
re-tendered before the Expiration Date by delivery of the new Election Form
following the procedures described in the Instructions to the Election Form.
IF YOU DO NOT WISH TO WITHDRAW ALL OF YOUR TENDERED OPTIONS FROM THE
OFFER, YOU SHOULD NOT FILL OUT THE NOTICE TO WITHDRAW. IF YOU WISH TO CHANGE
YOUR ELECTION WITH RESPECT ONLY TO PARTICULAR OPTIONS, YOU SHOULD SUBMIT A NEW
ELECTION FORM INSTEAD. To change your election regarding particular tendered
options while continuing to elect to participate in the Offer, you must deliver
a new signed and dated Election Form, with the required information, following
the procedures described in the Instructions to the Election Form before the
Expiration Date or, if the Offer is extended, before the extended expiration of
the Offer. Upon the receipt of a new, properly signed and dated Election Form,
any previously submitted Election Form or Notice to Withdraw will be disregarded
and will be considered replaced in full by the new Election Form.
By signing the Notice to Withdraw (or a faxed copy of it), you waive
any right to receive any notice of the withdrawal of the tender of your options.
2. SIGNATURES ON THE NOTICE TO WITHDRAW FROM THE OFFER. If the Notice
to Withdraw is signed by the holder of the eligible options, the signature must
correspond with the name as written on the face of the option agreement or
agreements to which the options are subject without alteration, enlargement or
any change whatsoever. IF YOUR NAME HAS BEEN LEGALLY CHANGED SINCE YOUR OPTION
AGREEMENT WAS SIGNED, PLEASE SUBMIT PROOF OF THE LEGAL NAME CHANGE. If the
Notice to Withdraw is signed by an attorney-in-fact or other person acting in a
fiduciary or representative capacity, that person should so indicate when
signing, and proper evidence satisfactory to Capstone of the authority of that
person so to act must be submitted with the Notice to Withdraw.
3. OTHER INFORMATION ON THE NOTICE TO WITHDRAW FROM THE OFFER. In
addition to signing the Notice to Withdraw, you must print your name and
indicate the date and time at which you signed. You must also include a current
e-mail address, home or work address and your identification number, such as
your social security number, tax identification number or national
identification number, as appropriate.
4. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions regarding
the mechanics of the Offer or requests for copies of the relevant documents
should be directed to Susan Cayley, General Counsel, Capstone Turbine
Corporation (telephone: (818) 734-5136; or e-mail scayley@capstoneturbine.com)
or to Wade Welch, VP Finance, Capstone Turbine Corporation (telephone: (818)
734-5555; or e-mail wwelch@capstoneturbine.com). For questions regarding the
legal, financial or tax implications of the Offer, you should contact your own
legal, financial and tax advisors. Copies will be furnished promptly at
Capstone's expense.
5. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of the Notice to Withdraw will be
determined by Capstone in its reasonable discretion. Capstone's determinations
shall be final and binding on all parties. Capstone reserves the right to reject
any or all Notices to Withdraw that Capstone determines not to be in proper form
or the acceptance of which may, in the opinion of Capstone's counsel, be
unlawful. Capstone also reserves the right to waive any of the conditions of the
Offer and any defect or irregularity in the Notice to Withdraw, and Capstone's
interpretation of the terms of the Offer (including these instructions) will be
final and binding on all parties. No Notice to Withdraw will be deemed to be
properly made until all defects and irregularities have been cured or waived.
Unless waived, any defects or irregularities in connection with Notices to
Withdraw must be cured within the time as Capstone shall determine. Neither
Capstone nor any other person is or will be obligated to give notice of any
defects or irregularities in Notices to Withdraw, and no person will incur any
liability for failure to give any such notice.
IMPORTANT: THE NOTICE TO WITHDRAW (OR A FAXED COPY OF IT) TOGETHER WITH
ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY CAPSTONE ON OR BEFORE THE
EXPIRATION DATE.