EX-99.A1E 6 cyber082772_ex-a1e.htm LETTER TO CLIENTS

Exhibit (a)(1)(E)

Offer to Purchase for Cash
by
CYBEROPTICS CORPORATION
of
Up to 1,714,285 Shares of its Common Stock
at a Purchase Price Not Greater Than $10.75 nor Less Than $8.75 Per Share

 

 

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 29, 2008,
UNLESS THE OFFER IS EXTENDED.

 

To Our Clients:

          Enclosed for your consideration are the Offer to Purchase, dated June 30, 2008 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by CyberOptics Corporation (“CyberOptics”), to purchase for cash up to $15,000,000 in value of shares of its common stock, no par value, including the associated rights (the “Rights”) issued under the Rights Agreement between CyberOptics and Wells Fargo Bank, National Association, as Rights Agent, dated as of December 7, 1998, as amended, at a price not greater than $10.75 nor less than $8.75 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer. Unless the context otherwise requires, all references to shares shall refer to the common stock of CyberOptics and shall include the Rights; and unless the Rights are redeemed prior to the expiration of the Offer, a tender of the shares will constitute a tender of the Rights.

          On the terms and subject to the conditions of the Offer, CyberOptics will determine a single per share price, not greater than $10.75 nor less than $8.75 per share, net to the seller in cash, less any applicable withholding taxes and without interest, that it will pay for shares properly tendered and not properly withdrawn in the Offer, taking into account the total number of shares tendered and the prices specified by tendering shareholders. After the Offer expires, CyberOptics will look at the prices chosen by shareholders for all of the shares properly tendered. CyberOptics will then select the lowest purchase price (in multiples of $0.25) within the price range specified above that will allow it to purchase up to $15,000,000 in value of shares, or a lesser amount depending on the number of shares properly tendered. If, based on the purchase price determined by CyberOptics, shares having an aggregate value of less than $15,000,000 are properly tendered, CyberOptics will purchase all the shares that are properly tendered and not properly withdrawn at the purchase price CyberOptics determines.

          CyberOptics will purchase all shares properly tendered before the Expiration Time (as defined in the Offer to Purchase) at or below the purchase price and not properly withdrawn at the purchase price CyberOptics selects, net to the seller in cash, less any applicable withholding tax and without interest, on the terms and subject to the conditions of the Offer, including its proration provisions, “odd lot” provisions and conditional tender provisions. All shares acquired in the Offer will be acquired at the same purchase price.

          CyberOptics will return shares tendered at prices greater than the purchase price and shares not purchased because of proration provisions or conditional tenders to the tendering shareholders at CyberOptics’ expense promptly after the Offer expires. See Sections 1 and 3 of the Offer to Purchase.

          On the terms and subject to the conditions of the Offer, if at the expiration of the Offer more than 1,714,285 shares or shares having an aggregate value greater than $15,000,000 are properly tendered at or below the purchase price, CyberOptics will buy shares first, from all shareholders who own beneficially or of record, an



aggregate of fewer than 100 shares (an “Odd Lot Holder”), and who properly tender all their shares at or below the purchase price selected by CyberOptics, second, on a pro rata basis from all other shareholders who properly tender shares at or below the purchase price selected by CyberOptics, subject to any conditional tenders, and third, if necessary to permit CyberOptics to purchase $15,000,000 in value of shares from holders who have tendered shares at or below the purchase price selected by CyberOptics subject to the condition that a specified minimum number of the holder’s shares are purchased in the Offer, as described in Section 6 of the Offer to Purchase (for which the condition was not initially satisfied, and provided the holders tendered all of their shares) by random lot, to the extent feasible. See Sections 1, 3 and 6 of the Offer to Purchase.

          We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender shares we hold for your account.

          Please instruct us as to whether you wish us to tender any or all of the shares we hold for your account on the terms and subject to the conditions of the Offer.

          Please note the following:

          1. You may tender your shares at prices not greater than $10.75 nor less than $8.75 per share, as indicated in the attached Instruction Form, net to you in cash, less any applicable withholding taxes and without interest. If you want to maximize the chance of having CyberOptics purchase all of your shares, you may also tender your shares at a price determined under the Offer.

          2. You should consult with your broker or other financial or tax advisor on the possibility of designating the priority in which your shares will be purchased in the event of proration.

          3. The Offer is not conditioned on any minimum number of shares being tendered. The Offer is, however, subject to certain other conditions set forth in Section 7 of the Offer to Purchase.

          4. The Offer, withdrawal rights and proration period will expire at 5:00 p.m., New York City time, on July 29, 2008, unless CyberOptics extends the Offer.

          5. The Offer is for up to $15,000,000 in value of shares or a maximum of 1,714,285 shares, which at the minimum purchase price of $8.75 per share would represent approximately 20.9% of the total number of issued and outstanding shares of CyberOptics’ common stock as of June 27, 2008.

          6. Tendering shareholders who are registered shareholders or who tender their shares directly to Wells Fargo Shareowner Services will not be obligated to pay any brokerage commissions or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on CyberOptics’ purchase of shares under the Offer.

          7. If you wish to tender portions of your shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept for each portion tendered.

          8. If you are an Odd Lot Holder and you instruct us to tender on your behalf all of the shares that you own at or below the purchase price before the expiration of the Offer and check the box captioned “Odd Lots” on the attached Instruction Form, CyberOptics, on the terms and subject to the conditions of the Offer, will accept all such shares for purchase before proration, if any, of the purchase of other shares properly tendered at or below the purchase price and not properly withdrawn.

          9. If you wish to condition your tender upon the purchase of all shares tendered or upon CyberOptics’ purchase of a specified minimum number of the shares which you tender, you may elect to do so and thereby avoid possible proration of your tender. CyberOptics’ purchase of shares from all tenders which are so conditioned, to the extent necessary, will be determined by random lot. To elect such a condition, complete the section captioned “Conditional Tender” in the attached Instruction Form.

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          If you wish to have us tender any or all of your shares, please so instruct us by completing, signing, detaching and returning to us the attached Instruction Form. If you authorize us to tender your shares, we will tender all your shares unless you specify otherwise on the attached Instruction Form.

          Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the Expiration Time of the Offer. Please note that the Offer, proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on July 29, 2008, unless the Offer is extended.

          The Offer is being made solely under the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares of CyberOptics’ common stock. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

          CyberOptics’ Board of Directors has approved the Offer. However, neither CyberOptics’ management, its Board of Directors, Wells Fargo nor the Information Agent makes any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the purchase price or purchase prices at which you may choose to tender your shares. You must make your own decision whether to tender your shares and, if so, how many shares to tender and the purchase price or purchase prices at which your shares should be tendered. In so doing, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal. See Section 2. You should discuss whether to tender your shares with your broker or other financial or tax advisor. All of CyberOptics’ directors and executive officers have advised CyberOptics that they do not intend to tender any of their shares in the Offer. See Section 11 of the Offer to Purchase.

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INSTRUCTION FORM WITH RESPECT TO
Offer to Purchase for Cash
by
CYBEROPTICS CORPORATION
of
Up to 1,714,285 Shares of its Common Stock
at a Purchase Price Not Greater Than $10.75 nor Less Than $8.75 Per Share

          The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated June 30, 2008 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by CyberOptics Corporation (“CyberOptics”), to purchase for cash up to $15,000,000 in value of shares of its common stock, no par value, including the associated rights (the “Rights”) issued under the Rights Agreement between CyberOptics and Wells Fargo Bank, National Association, as Rights Agent, dated as of December 7, 1998, as amended, at a price not greater than $10.75 nor less than $8.75 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer. Unless the context otherwise requires, all references to shares shall refer to the common stock of CyberOptics and shall include the Rights; and unless the Rights are redeemed prior to the expiration of the Offer, a tender of the shares will constitute a tender of the Rights.

          The undersigned hereby instruct(s) you to tender to CyberOptics the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, at the price per share indicated below, on the terms and subject to the conditions of the Offer.

          In participating in the Offer to purchase for cash, the undersigned acknowledges that: (1) the Offer is established voluntarily by CyberOptics, it is discretionary in nature and it may be extended, modified, suspended or terminated by CyberOptics as provided in the Offer; (2) the undersigned is voluntarily participating in the Offer; (3) the future value of CyberOptics’ common stock is unknown and cannot be predicted with certainty; (4) any foreign exchange obligations triggered by the undersigned’s tender of shares or the recipient of proceeds are solely his or her responsibility; and (5) regardless of any action that CyberOptics takes with respect to any or all income/capital gains tax, social security or insurance, transfer tax or other tax-related items (“Tax Items”) related to the offer and the disposition of shares, the undersigned acknowledges that the ultimate liability for all Tax Items is and remains his or her sole responsibility. In that regard, the undersigned authorizes CyberOptics to withhold all applicable Tax Items legally payable by the undersigned.

          The undersigned consents to the collection, use and transfer, in electronic or other form, of the undersigned’s personal data as described in this document by and among, as applicable, CyberOptics, its subsidiaries, and third party administrators for the exclusive purpose of implementing, administering and managing his or her participation in the Offer.

          The undersigned understands that CyberOptics holds certain personal information about him or her, including, as applicable, but not limited to, the undersigned’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, nationality, any shares of stock held in CyberOptics, details of all options or any other entitlement to shares outstanding in the undersigned’s favor, for the purpose of implementing, administering and managing his or her stock ownership (“Data”). The undersigned understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Offer, that these recipients may be located in his or her country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than his or her country. The undersigned understands that he or she may request a list with the names and addresses of any potential recipients of the Data. The undersigned authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the offer, including any requisite transfer of such Data as may be required to a broker or other third party with whom held any shares of stock. The undersigned

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understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Offer. The undersigned understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost. The undersigned understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Offer. For more information on the consequences of his or her refusal to consent or withdrawal of consent, the undersigned understands that he or she may contact the Information Agent.

          Number of shares to be tendered by you for the account of the undersigned: ____________ shares*

* Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered.

 

 

 

 

(1)

SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER (SEE INSTRUCTION 5)

          By checking ONE of the following boxes INSTEAD OF THE BOX BELOW UNDER “(2) Shares Tendered at Price Determined Under the Offer,” the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase price determined by CyberOptics for the shares is less than the price checked below. A SHAREHOLDER WHO DESIRES TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. The same shares cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

 

 

 

o $8.75

o $9.50

o $10.25

o $9.00

o $9.75

o $10.50

o $9.25

o $10.00

o $10.75

OR

 

 

 

 

(2)

SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER (SEE INSTRUCTION 5)

          By checking the box below INSTEAD OF ONE OF THE BOXES ABOVE UNDER “(1) Shares Tendered at Price Determined by Shareholder,” the undersigned hereby tenders shares at the purchase price, as the same shall be determined by CyberOptics in accordance with the terms of the Offer. For purposes of determining the purchase price, those shares that are tendered by the undersigned agreeing to accept the purchase price determined in the Offer will be deemed to be tendered at the minimum price of $8.75 per share.

 

 

o

The undersigned wants to maximize the chance of having CyberOptics purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares at, and is willing to accept, the purchase price determined by CyberOptics in accordance with the terms of the Offer. THE UNDERSIGNED SHOULD UNDERSTAND THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $8.75 PER SHARE.

CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

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ODD LOTS
(See Instruction 14 of the Letter of Transmittal)

          To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

 

 

o

By checking this box, the undersigned represents that the undersigned owns, beneficially or of record, an aggregate of fewer than 100 shares and is tendering all of those shares.

 

 

 

     In addition, the undersigned is tendering shares either (check one box):

 

 

o

at the purchase price, as the same will be determined by CyberOptics in accordance with the terms of the Offer (persons checking this box need not indicate the price per share above); or

 

 

o

at the price per share indicated above in the section captioned “Price (In Dollars) per Share at Which Shares Are Being Tendered”.

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CONDITIONAL TENDER
(See Instruction 13 of the Letter of Transmittal)

          A tendering shareholder may condition his or her tender of shares upon CyberOptics purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by CyberOptics pursuant to the terms of the Offer, none of the shares tendered by you will be purchased. It is the tendering shareholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor before completing this section. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

 

 

 

 

o

The minimum number of shares that must be purchased from me, if any are purchased from me, is: ___________ shares.

          If, because of proration, the minimum number of shares designated will not be purchased, CyberOptics may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her shares and checked this box:

 

 

 

 

o

The tendered shares represent all shares held by the undersigned.


 

Certificate Nos. (if available): ___________________________________________________________________________________

 

Name(s) of Record Holder(s): _________________________________________________________________________________

(Please Type or Print)

 

Address(es): ___________________________________________________________________________________________

 

                 ___________________________________________________________________________________________________

 

Zip Code: ____________________________________________________________________________________________

 

Daytime Area Code and Telephone Number: _______________________________________________________________________

 

Signature(s): ___________________________________________________________________________________________

 

Dated: _________________, 2008

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