EX-99.(A)(1)(C) 4 d67267exv99wxayx1yxcy.htm EX-99.(A)(1)(C) exv99wxayx1yxcy
 
Exhibit (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
For Tender of Shares of Common Stock
(Including the Associated Stock Purchase Rights)
of
Autobytel Inc.
at
$0.35 Net Per Share
pursuant to the Offer to Purchase dated April 20, 2009 by and to
Infield Acquisition, Inc.,
a wholly-owned subsidiary of
Trilogy Enterprises, Inc.,
a wholly-owned subsidiary of
Trilogy, Inc.
 
(Not to be used for Signature Guarantees)
 
This Notice of Guaranteed delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates (“Share Certificates”), evidencing shares of common stock, par value $0.001 per share (“Shares”), of Autobytel Inc., a Delaware corporation (“Autobytel”), or if applicable, certificates (“Rights Certificates”) for the associated rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.001 per share, of Autobytel (the “Rights”) issued pursuant to the Rights Agreement, dated as of July 30, 2004 (as amended from time to time), by and between Autobytel and Computershare Trust Company, N.A., successor-in-interest to U.S. Stock Transfer Corporation as Rights Agent, are not immediately available (including, without limitation, if the Distribution Date (as defined in the Offer to Purchase (as defined below)) has occurred, but Rights Certificates have not yet been distributed); (ii) if Share Certificates, Rights Certificates (if applicable) and all other required documents cannot be delivered to Continental Stock Transfer & Trust Company, as Depositary (the “Depositary”), prior to the Expiration Date (as defined in the Offer to Purchase) or (iii) if the procedure for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted by telegram, or facsimile transmission to the Depositary. See the Offer to Purchase (defined below).
 
The Depositary for the Offer is:
 
Continental Stock Transfer & Trust Company
 
         
By First Class Mail:   By Certified or Express Delivery:   By Hand:
17 Battery Place, 8th Floor
New York, NY 10004
  17 Battery Place, 8th Floor
New York, NY 10004
  17 Battery Place, 8th Floor
New York, NY 10004
 
     
By Facsimile (for Eligible Institutions only):   Confirm Receipt of Facsimile by Telephone:
(212) 616-7610
  (212) 509-4000 ext. 536
 
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.


 

Ladies and Gentlemen:
 
The undersigned hereby tenders to Infield Acquisition, Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 20, 2009 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”), receipt of each of which is hereby acknowledged, the number of Shares specified below pursuant to the guaranteed delivery procedure set forth in the Offer to Purchase.
 
  Number of Shares: 
 
Certificate Nos. (If Available):
 
 
o  Check this box if Shares will be delivered by book-entry transfer.
 
Book-Entry Transfer Facility
 
Account No. 
 
 
(Signature(s) of Holder(s)
 
  Dated:  ­ ­, 200  
 
Please Type or Print
 
Address
 
Zip Code
 
Daytime Area Code and Telephone No.


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GUARANTEE
 
(Not to be used for signature guarantee)
 
The undersigned, a participant in the Security Transfer Agents Medallion Program or an “eligible guarantor institution,” as such term is defined in Rule 17 Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees to deliver to the Depositary either certificates representing the Shares tendered hereby, in proper form or transfer, or confirmation of book-entry transfer of such Shares into the Depositary’s account at The Depositary Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase), and any other documents required by the Letter of Transmittal, within three Nasdaq Global Market trading days (as defined in the Offer to Purchase) after the date hereof.
 
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.
 
     
Name of Firm: ­ ­
 
    Authorized Signature
     
Address: ­ ­
  Name: ­ ­
    Please Type or Print
     

  Title: ­ ­
Zip Code
   
     
Area Code and Tel. No.: ­ ­
  Dated: ­ ­, 200  
 
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.


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