Attached files

file filename
EX-4.9 - EXHIBIT 4.9 - CROSSROADS SYSTEMS INCv410326_ex4-9.htm
EX-99.6 - EXHIBIT 99.6 - CROSSROADS SYSTEMS INCv410326_ex99-6.htm
EX-99.3 - EXHIBIT 99.3 - CROSSROADS SYSTEMS INCv410326_ex99-3.htm
EX-23.1 - EXHIBIT 23.1 - CROSSROADS SYSTEMS INCv410326_ex23-1.htm
EX-99.5 - EXHIBIT 99.5 - CROSSROADS SYSTEMS INCv410326_ex99-5.htm
EX-99.7 - EXHIBIT 99.7 - CROSSROADS SYSTEMS INCv410326_ex99-7.htm
EX-99.2 - EXHIBIT 99.2 - CROSSROADS SYSTEMS INCv410326_ex99-2.htm
EX-10.7 - EXHIBIT 10.7 - CROSSROADS SYSTEMS INCv410326_ex10-7.htm
EX-99.4 - EXHIBIT 99.4 - CROSSROADS SYSTEMS INCv410326_ex99-4.htm
EX-99.1 - EXHIBIT 99.1 - CROSSROADS SYSTEMS INCv410326_ex99-1.htm
S-1 - FORM S-1 - CROSSROADS SYSTEMS INCv410326_s1.htm

 

Exhibit 99.8

 

FORM OF NOTICE OF IMPORTANT TAX INFORMATION

 

The tax information is provided in connection with the prospectus of Crossroads Systems, Inc. (the “Company”), dated [            ], 2015 (the “Prospectus”).

 

Backup Withholding

 

Under the United States federal income tax laws, dividend payments that may be made by the Company on shares of its common stock, par value $0.001 per share (the “Common Stock”), issued upon the exercise of non-transferable subscription rights (the “Rights”) may be subject to backup withholding. Generally, such payments will be subject to backup withholding unless the holder (i) is exempt from backup withholding or (ii) furnishes the payer with its correct taxpayer identification number (“TIN”) and certifies, under penalties of perjury, that the number provided is correct and provides certain other certifications. Each holder that exercises Rights and wants to avoid backup withholding must, unless an exemption applies, provide American Stock Transfer & Trust Company, LLC, as the Company’s subscription agent in respect of the exercised Rights (the “Subscription Agent”), with such holder’s correct TIN (or with a certification that such holder is awaiting a TIN) and certain other certifications by properly completing Form W-9 below.

 

Certain holders (including, among others, corporations and certain foreign individuals) are exempt from these backup withholding and reporting requirements. In general, in order for a foreign holder to qualify as an exempt recipient, that holder must properly complete and submit the appropriate Form W-8 (instead of Form W-9), signed under penalties of perjury, attesting to such holder’s foreign status. Such Form W-8 may be obtained from the Subscription Agent. Although a foreign holder may be exempt from backup withholding, payments of dividends may be subject to withholding tax, currently at a 30% rate (or, if certain tax treaties apply, such applicable lower rate). Exempt U.S. holders must indicate their exempt status on Form W-9 to avoid possible erroneous backup withholding. See the enclosed instructions to Form W-9 for additional information. Holders are urged to consult their tax advisors to determine whether they are exempt from withholding and reporting requirements.

 

If backup withholding applies, the Company or the Subscription Agent, as the case may be, will be required to withhold (currently at a 28% rate) on any dividend payments made to a holder that exercises Rights. Backup withholding is not an additional tax. Rather, the amount of backup withholding can be credited against the U.S. federal income tax liability of the holder subject to the backup withholding, provided that the required information is provided to the Internal Revenue Service (“IRS”). If backup withholding results in an overpayment of taxes, a refund may be obtained.

 

A holder that exercises Rights is required to give the Subscription Agent the TIN of the record owner of the Rights. If such record owner is an individual, the TIN is generally the taxpayer’s social security number. For most other entities, the TIN is the employer identification number. If the Rights are in more than one name or are not in the name of the actual owner, consult the enclosed instructions to Form W-9 for additional guidelines on which number to report. If the Subscription Agent is not provided with the correct TIN in connection with such payments, the holder may be subject to a penalty imposed by the IRS.

 

If you do not have a TIN, consult the enclosed instructions to Form W-9 for information on applying for a TIN, write “Applied For” in the space for the TIN in Part 1 of the Form W-9 and, under penalties of perjury, sign and date the Form W-9. If you do not provide your TIN to the Subscription Agent within sixty (60) days, backup withholding will begin and continue until you furnish your TIN to the Subscription Agent. Please note that writing “Applied For” on the form means that you have already applied for a TIN or that you intend to apply for one in the near future.

 

 
 

 

FATCA Withholding

 

Under Sections 1471 through 1474 of the Code (“FATCA”), a 30% withholding tax may be imposed on payments to a foreign financial institution and certain other non-U.S. entities (including in some instances, where such foreign financial institution or non-U.S. entity is acting as an intermediary for another party), unless in the case of a foreign financial institution, (1) the entity enters into (or is otherwise subject to) and complies with an agreement with the United States government, or a FATCA Agreement, or (2) complies with applicable foreign law enacted in connection with an intergovernmental agreement between the United States and a foreign jurisdiction, or an IGA, in either case to, among other things, collect and provide to the United States or other relevant tax authorities certain information regarding United States account holders of such institution. In the case of payments made to a foreign entity that is not a foreign financial institution (as a beneficial owner), the tax generally will be imposed, subject to certain exceptions, unless such foreign entity provides the withholding agent with a certification that it does not have any “substantial U.S. owner” (generally, any specified U.S. person that directly or indirectly owns more than a specified percentage of such entity) or that identifies its substantial U.S. owners.

 

In order for a holder who is a “U.S. person” for federal income tax purposes to avoid withholding under FATCA with respect to any payments made to such holder, such holder must timely provide the Subscription Agent with a properly completed Form W-9 attesting to such holder’s status as a U.S. person. Such holder may submit one Form W-9 for purposes of avoiding withholding under FATCA and for purposes of avoiding backup withholding (described above). In order for a holder who is not a “U.S. person” for federal income tax purposes to avoid withholding under FATCA with respect to any payments made to such holder, such holder must properly complete and timely provide the Subscription Agent with the applicable Form W-8 (instead of Form W-9) generally attesting to such holder’s compliance with or exemption from FATCA. Such holder may submit one Form W-8 for purposes of avoiding withholding under FATCA and for purposes of avoiding backup withholding (described above). Such Form W-8 may be obtained from the Subscription Agent.

 

Holders are urged to consult their own tax advisor to determine whether they are exempt from these backup withholding tax and reporting requirements and to determine the applicability of FATCA to their particular circumstances.