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EXHIBIT 99.2
GREYSTONE DIGITAL TECHNOLOGY, INC.
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________________, 1999
Chathams ▇▇▇▇ Venture Partners
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Gentlemen:
GreyStone Digital Technology, Inc., a Delaware corporation formerly
known as Express Capital Concepts, Inc. (the "Issuer"), hereby offers to
exchange its warrants (the "Exchange Warrants"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for any or
all of the following outstanding warrants issued to you by GreyStone Technology,
Incorporated, a California corporation, which are presently held by you
(individually an "Old Warrant" and collectively the "Old Warrants") and validly
tendered hereunder: Warrants no. 68a, 133a, 136a, 140a, 140b, 147a, 152a, and
158a. Enclosed herewith are a Prospectus pertaining to the Exchange Warrants, a
specimen Exchange Warrant for your examination, and a Letter of Transmittal to
be used to tender your Old Warrants.
If you wish to accept this offer, please complete and execute the Letter
of Transmittal, have your signature guaranteed by a commercial bank or trust
company, and return the properly completed and executed Letter of Transmittal
along with the Old Warrants you wish to exchange to:
GreyStone Digital Technology, Inc.
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▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
PLEASE ALSO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 ATTACHED TO THE LETTER
OF TRANSMITTAL.
Tender of Old Warrants is irrevocable and may not be withdrawn. Delivery
of the Letter of Transmittal and the Old Warrants to an address other than the
one set forth above will not constitute a valid acceptance of this offer. In
order for you to validly accept this offer, the Issuer must receive a properly
completed and executed Letter of Transmittal, with your signature duly
guaranteed, and the Old Warrants you wish to exchange at the above address by no
later than 5:00 p.m., Pacific Standard Time, on _____________ _____, 1999 (the
"Expiration Date"). THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND THE
OLD WARRANTS IS AT YOUR ELECTION AND RISK.
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Notwithstanding any other term of this offer, the Issuer will not be
required to issue Exchange Warrants for any Old Warrants not theretofore
exchanged, and may terminate or amend this offer, if: (i) any action or
proceeding is instituted or threatened in any court or by or before any
governmental agency with respect to this offer which, in the Issuer's judgment,
might materially impair its ability to proceed with this offer, (ii) any law,
statute, rule or regulation is proposed, adopted or enacted, or any existing
law, statute rule or regulation is interpreted by the staff of the Securities
and Exchange Commission or a court of competent jurisdiction in a manner, which,
in the Issuer's judgment, might materially impair its ability to proceed with
this offer, or (iii) any stop order shall be threatened or in effect with
respect to the registration statement pursuant to which the issuance of the
Exchange Warrants has been registered under the Securities Act.
Please call ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ if you have any questions.
Sincerely,
GreyStone Digital Technology, Inc.
By:__________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
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LETTER OF TRANSMITTAL
GreyStone Digital Technology, Inc.
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
The undersigned hereby acknowledges receipt and review of copies of the
Prospectus dated ____________, 1999 (the "Prospectus") of GreyStone Digital
Technology, Inc., a Delaware corporation (the "Issuer") (filed under its prior
name of Express Capital Concepts, Inc.), the Issuer's offer letter dated
____________, 1999, this Letter of Transmittal, and a specimen of a warrant
(individually an "Exchange Warrant" and collectively the "Exchange Warrants") to
be issued by the Issuer. The Prospectus, this Letter of Transmittal and the
specimen Exchange Warrant together constitute the Issuer's offer (the "Exchange
Offer") to exchange the Exchange Warrants, which have been registered under the
Securities Act of 1933, as amended, for any or all of certain outstanding
warrants listed below issued by GreyStone Technology, Incorporated, a California
corporation, to, and presently held by, Chathams ▇▇▇▇ Venture Partners
(individually an "Old Warrant" and collectively the "Old Warrants"). The
undersigned hereby acknowledges that the Exchange Offer will expire at 5:00
p.m., Pacific Standard Time, on ________ ____, 1999 (the "Expiration Date").
The undersigned hereby tenders to the Issuer the following Old Warrants
to be exchanged for Exchange Warrants:
(Please indicate by circle whether each Old Warrant is being "tendered"
or "not tendered.")
Warrant no. 68a (tendered / not tendered)
Warrant no. 133a (tendered / not tendered)
Warrant no. 136a (tendered / not tendered)
Warrant no. 140a (tendered / not tendered)
Warrant no. 140b (tendered / not tendered)
Warrant no. 147a (tendered / not tendered)
Warrant no. 152a (tendered / not tendered)
Warrant no. 158a (tendered / not tendered)
Effective upon the acceptance for exchange of the Old Warrants tendered as
indicated above, the undersigned hereby sells, assigns and transfers to or upon
the order of the Issuer all right, title and interest in and to such Old
Warrants as are being tendered herewith. The undersigned understands that each
Exchange Warrant will have the same expiration date as the Old Warrant for which
it is exchanged and will provide the right to purchase the same number of shares
of the Issuer's common stock, par value $.001 per share, at the same price per
share as such Old Warrant provided to purchase shares of common stock of
GreyStone Technology, Incorporated.
The undersigned agrees that the Issuer will determine, in its sole
discretion, all questions
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as to the form of documents, validity, eligibility (including time of receipt)
and acceptance for exchange of any tender of Old Warrants, which determination
shall be final and binding on all parties.
The undersigned hereby represents and warrants that (i) the undersigned
has not sold, transferred, or conveyed the Old Warrants tendered hereby, or any
interest in them, to any entity or other person, (ii) the undersigned has full
power and authority to tender, exchange, sell, assign and transfer such Old
Warrants, and (iii) when the same are exchanged hereunder, the Issuer will
acquire good, marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges, encumbrances and adverse claims. The undersigned
will, upon request, execute and deliver any additional documents deemed by the
Issuer to be necessary or desirable to complete the exchange, assignment and
transfer of the Old Warrants tendered hereby.
The undersigned hereby directs that the Exchange Warrants be issued in
the name of the undersigned and delivered to the undersigned at the address
shown below the undersigned's signature.
CHATHAMS ▇▇▇▇ VENTURE PARTNERS
By _____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman & Chief Executive Officer
Date: ___________________, 1999
Address:___________________________________________________________________
(Include Zip Code)
GUARANTEE OF SIGNATURE
Authorized Signature ____________________________
Name of Firm __________________________________
Date: ____________________, 1999
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IMPORTANT TAX INFORMATION
Under federal income tax law, a holder whose tendered Old Warrants are
accepted for exchange is required by law to provide the Issuer with such
holder's correct taxpayer identification number ("TIN") on Substitute Form W-9
included herein or otherwise establish a basis for exemption from backup
withholding. If such holder is an individual, the TIN is his social security
number. If the Issuer is not provided with the correct TIN, the Internal Revenue
Service may subject the holder or transferee to a $50 penalty. In addition,
delivery of such holder's Exchange Warrants may be subject to backup
withholding. Failure to comply truthfully with the backup withholding
requirements also may result in the imposition of severe criminal and/or civil
fines and penalties.
Certain holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt holders should furnish their TIN, write "Exempt" on the
face of the Substitute Form W-9, and sign, date and return the Substitute Form
W-9 to the Issuer. A foreign person, including entities, may qualify as an
exempt recipient by submitting to the Issuer a properly completed Internal
Revenue Service Form W-8, signed under penalties of perjury, attesting to that
holder's foreign status. A Form W-8 can be obtained from the Issuer.
If backup withholding applies, the Issuer is required to withhold 31% of
any payments made to the holder or other transferee. Backup withholding is not
an additional federal income tax. Rather, the federal income tax liability of
persons 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 from the Internal Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding with respect to Old Warrants exchanged in
the Exchange Offer, the holder is required to provide the Issuer with either:
(i) the holder's correct TIN by completing the form included herein, certifying
that the TIN provided on Substitute Form W-9 is correct (or that such holder is
awaiting a TIN) and that (A) the holder has not been notified by the Internal
Revenue Service that the holder is subject to backup withholding as, a result of
failure to report all interest or dividends or (B) the Internal Revenue Service
has notified the holder that the holder is no longer subject to backup
withholding; or (ii) an adequate basis for exemption.
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GREYSTONE DIGITAL TECHNOLOGY, INCORPORATED
SUBSTITUTE
Form W-9 Name :
Department of the Treasury
Internal Revenue Service Address:
Check appropriate box: [ ] Individual [ ] Corporation [ ] Partnership/ /
Other _____
Part 1. ▇▇▇▇▇'s Request for Tax Identification Number ("TIN")
PLEASE PROVIDE YOUR TIN ON THE BOX AT RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW:
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Part 2. Certification
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to backup withholding.
Certification Instructions--You must cross out (2) above if you have
been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return.
However, if after being notified by the IRS that you were subject to backup
withholding, you received another notification from the IRS that you are no
longer subject to backup withholding, do not cross out such item (2).
SIGNATURE __________________________________ DATE ____________________
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Part 3. Awaiting TIN [ ]
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT
IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
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 soon. I understand that if I do not provide a taxpayer
identification number by the time of payment, 31% of all reportable payments
made to me will be withheld, but that such amounts may be refunded to me if I
then provide a Taxpayer Identification Number within 60 days.
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SIGNATURE DATE
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