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S-1 - FORM S-1 - MACE SECURITY INTERNATIONAL INCw82592sv1.htm
EX-4.6 - EX-4.6 - MACE SECURITY INTERNATIONAL INCw82592exv4w6.htm
EX-4.3 - EX-4.3 - MACE SECURITY INTERNATIONAL INCw82592exv4w3.htm
EX-4.4 - EX-4.4 - MACE SECURITY INTERNATIONAL INCw82592exv4w4.htm
EX-4.5 - EX-4.5 - MACE SECURITY INTERNATIONAL INCw82592exv4w5.htm
EX-99.3 - EX-99.3 - MACE SECURITY INTERNATIONAL INCw82592exv99w3.htm
EX-99.7 - EX-99.7 - MACE SECURITY INTERNATIONAL INCw82592exv99w7.htm
EX-99.2 - EX-99.2 - MACE SECURITY INTERNATIONAL INCw82592exv99w2.htm
EX-99.5 - EX-99.5 - MACE SECURITY INTERNATIONAL INCw82592exv99w5.htm
EX-99.1 - EX-99.1 - MACE SECURITY INTERNATIONAL INCw82592exv99w1.htm
EX-23.1 - EX-23.1 - MACE SECURITY INTERNATIONAL INCw82592exv23w1.htm
EX-99.6 - EX-99.6 - MACE SECURITY INTERNATIONAL INCw82592exv99w6.htm
Exhibit 99.4
FORM OF LETTER
TO NOMINEES WHOSE CLIENTS ARE BENEFICIAL HOLDERS
Subscription Rights to Stockholders of Mace Security International, Inc. [ ], 2011
To Securities Dealers,
Commercial Banks, Trust
Companies and Other
Nominees:
     This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering (the “Rights Offering”) by Mace Security International, Inc. (the “Company”) of shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), pursuant to non-transferable subscription rights (the “Rights”) distributed to all holders of record (the “Record Holders”) of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at 5:00 p.m., Eastern Standard Time, on [ ], 2011 (the “Record Date”). The Rights and Common Stock are described in the offering prospectus dated [ ], 2011 (the “Prospectus”).
The Rights will expire, if not exercised prior to 5:00 p.m., Eastern Standard Time, on [ ], 2011, unless extended (the “Expiration Time”).
     As described in the accompanying Prospectus, each beneficial owner of shares of Common Stock registered in your name or the name of your nominee is entitled to one Right for each share of Common Stock owned by such beneficial owner at 5:00 p.m., Eastern Standard Time, on the Record Date. Each Right will allow the holder thereof to subscribe for three shares of Common Stock (the “Basic Subscription Privilege”) at the cash price of $[ ] per full share (the “Subscription Price”). For example, if a Record Holder owned 100 shares of Common Stock as of 5:00 p.m., Eastern Standard Time on the Record Date, it would receive 100 Rights and would have the right to purchase 300 shares of Common Stock for the Subscription Price.
     If a holder purchases all of the shares of Common Stock available to it pursuant to its Basic Subscription Privilege, it may also exercise an over-subscription privilege (the “Over-Subscription Privilege”) to purchase a portion of any shares of Common Stock that are not purchased by holders through the exercise of their Basic Subscription Privileges (the “Unsubscribed Shares”), subject to the availability and allocation of the Unsubscribed Shares among all persons exercising this Over-Subscription Privilege. To the extent the Unsubscribed Shares are not sufficient to satisfy all of the properly exercised Over-Subscription Privileges, then the Unsubscribed Shares will be allocated first to each exercising shareholder an amount that will maintain the shareholder’s percentage ownership of issued Common Stock (calculated based on the percentage owned prior to the Rights Offering, if known by the Company) and then prorated among those who properly exercised their Over-Subscription Privilege based on the number of shares each person subscribed for under the Basic Subscription Privilege. If this allocation results in any person receiving a greater number of Unsubscribed Shares than the person subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such person will be allocated only that number of Unsubscribed Shares for which the person oversubscribed, and the remaining Unsubscribed Shares will be allocated among all other persons exercising the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Unsubscribed Shares have been allocated or all Over-Subscription Privilege have been fulfilled, whichever occurs earlier.
     Each holder will be required to submit payment in full for all the shares it wishes to buy with its Over-Subscription Privilege. Because we will not know the total number of Unsubscribed Shares prior to the expiration of the Rights Offering, if a holder wishes to maximize the number of shares it may purchase pursuant to the holder’s Over-Subscription Privilege, the holder will need to deliver payment in an amount equal to the aggregate Subscription Price for the maximum number of shares of Common Stock available to the holder, assuming that no stockholders other than such holder purchases any shares of Common Stock pursuant to their Basic Subscription Privilege and Over-Subscription Privilege. Fractional shares of Common Stock resulting from the exercise of the Over-Subscription Privilege will be eliminated by rounding down to the nearest whole share, with the total subscription payment being adjusted accordingly. Any excess subscription payments received by the Subscription Agent will be returned, without interest, as soon as practicable.
     The Company can provide no assurances that each holder will actually be entitled to purchase the number of shares of Common Stock issuable upon the exercise of its Over-Subscription Privilege in full at the expiration of the Rights Offering. The Company will not be able to satisfy a holder’s exercise of the Over-Subscription Privilege if all of the holders exercise their Basic Subscription Privileges in full, and we will only honor an Over-Subscription Privilege to the extent sufficient shares of Common

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Stock are available following the exercise of subscription rights under the Basic Subscription Privileges.
     To the extent the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to a holder pursuant to the Over-Subscription Privilege is less than the amount the holder actually paid in connection with the exercise of the Over-Subscription Privilege, the holder will be allocated only the number of Unsubscribed Shares available to it as soon as practicable after the Expiration Time, and the holder’s excess subscription payment received by the Subscription Agent will be returned, without interest, as soon as practicable. To the extent the amount the holder actually paid in connection with the exercise of the Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to the holder pursuant to the Over-Subscription Privilege, such holder will be allocated the number of Unsubscribed Shares for which it actually paid in connection with the Over-Subscription Privilege. See “The Rights Offering—Over-Subscription and Over-Allotment Privilege.”
     The Rights will be evidenced by a non-transferable Rights certificate (the “Rights Certificate”) registered in the Record Holder’s name or its nominee and will cease to have any value at the Expiration Time.
     We are asking the nominees who hold shares of Common Stock beneficially for others and who have received the Rights distributable with respect to those shares, to notify the beneficial owner of the Rights Offering. Beneficial Owners who hold their shares through a broker, dealer, commercial bank, trust company or other nominee, as well as persons who hold certificates of Common Stock directly and prefer to have such institutions effect transactions relating to the Rights, on their behalf, should contact the appropriate institution or nominee and request it to effect the Rights transaction for them. In addition, we are asking beneficial owners who wish to obtain a separate Rights Certificate to contact the appropriate nominee as soon as possible and request that a separate Rights Certificate be issued.
     All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses of the Subscription Agent, incurred in connection with the exercise of the Rights will be for the account of the holder of the Rights, and none of such commissions, fees or expenses will be paid by the Company or the Subscription Agent.
     Enclosed are copies of the following documents:
          1. Prospectus;
          2. Instructions as to the use of Mace Security International, Inc. Rights Certificates;
          3. A Notice of Guaranteed Delivery for Rights Certificates (only required if the Rights Certificate cannot be submitted to the Subscription Agent by the Expiration Time);
          4. A form of letter which may be sent to your clients for whose accounts you hold shares of Common Stock registered in your name or the name of your nominee, with an attached form of instruction;
          5. Nominee Holder Certification; and
          6. A return envelope addressed to American Stock Transfer & Trust Company., the Subscription Agent.
     Your prompt action is requested. To exercise the Rights, you should deliver the properly completed and signed Rights Certificate (or Notice of Guaranteed Delivery if you are following the Guaranteed Delivery Procedures), with payment of the Subscription Price in full for each share of Common Stock subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege, to the Subscription Agent, as indicated in the Prospectus. The Subscription Agent must receive the Rights Certificate or Notice of Guaranteed Delivery with payment of the Subscription Price prior to the Expiration Time. A Rights holder cannot revoke the exercise of its Rights, even if the Rights Offering is extended by the Company.
     Additional copies of the enclosed materials may be obtained from Phoenix Advisory Partners, the Information Agent. The Information Agent’s telephone number is (212) 493-3910 for banks and brokers, or (877) 478-5038 for stockholders. Any questions or requests for assistance concerning the rights offering should be directed to the Information Agent.
     
 
  Very truly yours,
 
   
 
  Mace Security International, Inc.

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