EX-99.(A)(1)(F) 7 d476767dex99a1f.htm INTERNAL REVENUE SERVICE FORM W-9 Internal Revenue Service Form W-9

Exhibit (a)(1)(F)

IMPORTANT TAX INFORMATION

Under current U.S. federal income tax law, a Stockholder who tenders BioClinica stock certificates that are accepted for payment may be subject to backup withholding. In order to avoid such backup withholding, the Stockholder must provide the Paying Agent with such Stockholder’s correct taxpayer identification number and certify that such Stockholder is not subject to such backup withholding by completing the Substitute Form W-9 provided herewith. In general, if a Stockholder is an individual, the taxpayer identification number is the Social Security number of such individual. If the Paying Agent is not provided with the correct taxpayer identification number, the Stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if the BioClinica stock certificates are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

Certain Stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Paying Agent that a foreign individual qualifies as an exempt recipient, such Stockholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status, on a properly completed Form W-8BEN, or successor form. Such statements can be obtained from the Paying Agent.

Failure to complete the Substitute Form W-9 will not, by itself, cause the BioClinica stock certificates to be deemed invalidly tendered, but may require the Paying Agent to withhold a portion of the amount of any payments made pursuant to the merger. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service.

NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.


PAYER’S NAME: COMPUTERSHARE TRUST COMPANY, N.A.

 

 

SUBSTITUTE  

 

FORM W-9  

 

Department of the

Treasury

Internal Revenue Service

  

 

Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW

 

 

                                               

Social Security Number

 

OR

                                               

Employer Identification

Number

   
  

 

Part 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING

(See Page 2 of enclosed Guidelines)

 

 

 

 

                                               

 

   
     Part 3 — Certification Under Penalties of Perjury, I certify that:          
    

 

(1)

 

 

The number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me),

 

Part 4 —

 

Awaiting TIN ¨

 
Payer’s Request for Taxpayer Identification Number (TIN) and Certification   

 

(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 failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding and

   
  

 

(3)

 

 

I am a U.S. person (including a U.S. resident alien).

         
    

Certification instructions — You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).

 

SIGNATURE                                                                       DATE                                            

 

NAME                                                                                                                                         

 

ADDRESS                                                                                                                                  

 

CITY                                                 STATE                         ZIP CODE                                        

    

   

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU

CHECK THE BOX IN PART 4 OF SUBSTITUTE FORM W-9

 

   

 

PAYER’S NAME: Computershare Limited

 

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

 

I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number before payment is made, a portion of such reportable payment will be withheld.

   
                                                                                                       

 

   
   

Signature

    

       Date    

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENT MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.


GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer — Social Security Numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification Numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

 

  

 

  

      

  

 

  

 

  

For this type of account:

 

Give the SOCIAL

SECURITY number of —

     

For this type of account:

  Give the EMPLOYER
IDENTIFICATION number of —
1.     An individual’s account   The individual     8.   Sole proprietorship account   The owner(4)
2.     Two or more individuals (joint account)   The actual owner of the account or, if combined funds, the first individual on the account(1)     9.   A valid trust, estate or pension trust   The legal entity(5)
3.     Husband and wife (joint account)   The actual owner of the account or, if joint funds, the first individual on the account (1)     10.   Corporate account   The corporation
4.     Custodian account of a minor (Uniform Gift to Minors Act)   The minor(2)     11.   Religious, charitable, or educational organization account   The organization
5.     Adult and minor (joint account)   The adult or, if the minor is the only contributor, the minor(1)     12.   Partnership account held in the name of the business   The partnership
6.     Account in the name of guardian or committee for a designated ward, minor, or incompetent person   The ward, minor, or incompetent person(3)     13.   Association, club, or other tax-exempt organization   The organization
7.   a.     The usual revocable savings trust account (grantor is also trustee)   The grantor-trustee(1)     14.   A broker or registered nominee   The broker or nominee
  b.     So-called trust account that is not a legal or valid trust under state law   The actual owner(1)     15.   Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments   The public entity
                               

 

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

 

(2) Circle the minor’s name and furnish the minor’s social security number.

 

(3) Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s social security number.

 

(4) You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or employer identification number (if you have one).

 

(5) List first and circle the name of the legal trust, estate, or pension trust. Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.

 

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.


GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Page 2

 

Obtaining a Number

If you do not have a taxpayer identification number or if you do not know your number, obtain Form SS-5, Application for Social Security Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number. Section references in these guidelines refer to sections under the Internal Revenue Code of 1986, as amended.

Payees specifically exempted from backup withholding include:

 

   

An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

 

   

The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

 

   

An international organization or any agency or instrumentality thereof.

 

   

A foreign government or any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

 

   

A corporation.

 

   

A financial institution.

 

   

A dealer in securities or commodities required to register in the United States, the District of Colombia, or a possession of the United States.

 

   

A real estate investment trust.

 

   

A common trust fund operated by a bank under Section 584(a).

 

   

An entity registered at all times during the tax year under the Investment Company Act of 1940, as amended.

 

   

A middleman known in the investment community as a nominee or custodian.

 

   

A futures commission merchant registered with the Commodity Futures Trading Commission.

 

   

A foreign central bank of issue.

 

   

A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

 

   

Payments to nonresident aliens subject to withholding under Section 1441.

 

   

Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident alien partner.

 

   

Payments of patronage dividends where the amount received is not paid in money.

 

   

Payments made by certain foreign organizations.

 

   

Section 404(k) payments made by an ESOP.


GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Page 3

 

Payments of interest not generally subject to backup withholding include the following:

 

   

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

 

   

Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

 

   

Payments described in Section 6049(b)(5) to nonresident aliens.

 

   

Payments on tax-free covenant bonds under Section 1451.

 

   

Payments made by certain foreign organizations.

 

   

Mortgage or student loan interest paid to you.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Certain payments other than interest, dividends, and patronage dividends, which are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A, 6045, 6050A and 6050N.

Privacy Act Notice. — Section 6109 requires most recipients of dividend, interest, or certain other income to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of tax returns. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a portion of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) Misuse of Taxpayer Identification Numbers. If the requester discloses or uses taxpayer identification numbers in violation of federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE