Answers to Common Questions about the Common Stock
We have received inquiries from some of our common shareholders regarding their common stock. For this reason, we are making this memorandum available to our common shareholders of record.
Following you will find answers to common questions about your common shares. This is general information and is subject to revision, so please keep your address current with our transfer agent (see below), and please visit www.tullys.com from time to time for current information about the company.
Sincerely,
Tully’s Investor Relations Dept.
Was my common stock affected by the recent 1-for-8 reverse split of Tully's common stock?
All outstanding shares of common stock as of June 27, 2007 were subject to the 1-for-8 reverse stock split approved by our shareholders. All stock certificates representing shares of common stock must be exchanged for “new” shares reflecting the reverse stock split. In July 2007, our transfer agent (Mellon Investor Services) sent a letter to the holders of record for our common shares explaining what Tully's common shareholders must do to complete the exchange of their common shares. If any common shareholder has not received this package, or has misplaced it, you should contact Mellon immediately.
Who is the transfer agent for the common stock?
Mellon Investor Services LLC ("Mellon") is now the transfer agent for Tully's common and preferred stock. As transfer agent, Mellon handles the recordkeeping for the shares and maintains our shareholder list. Mellon recently sent a letter of introduction to our Series A and Series B shareholders, and a letter was sent to Tully's common shareholders in July 2007. If you have not received a letter from Mellon, or wish to change your name or address information, transfer any shares of stock, convert stock certificates into electronic stock entries or replace a lost or damaged stock certificate you must do this through Mellon. The contact information for Mellon is:
Tully's Stock Transfer Agent
Mellon Investor Services
1-877-206-7059 (from outside the U.S., Puerto Rico or Canada, call 1-201-680-6579, collect)
www.bnymellon.com
PO Box 3447
South Hackensack, NJ 07606
Why would I want to convert my Tully's paper stock certificate to an electronic stock entry under the Mellon DRS program?
The Mellon Direct Registration System (DRS) converts paper stock certificates to electronic entries in the Mellon system. Shareholders receive periodic statements from Mellon instead of paper stock certificates. Using DRS makes your record keeping simpler and more secure. It also will simplify and accelerate the process for transferring your shares of stock to a stock broker or other party. Tully's strongly encourages shareholders to choose Mellon's DRS. If you wish to choose DRS, please contact Mellon directly.
How does the proposed underwritten public offering of Tully's common stock affect my common stock?
On April 27, 2007, Tully's filed a registration statement for a proposed underwritten public offering of its common stock, and has subsequently amended that registration statement. The registration statement has not been declared effective by the SEC. On August 14, 2007, Tully's announced that it has postponed the proposed public offering due to volatile stock market conditions. The Company said that it believes that completion of the offering under current market conditions would not be in the best interest of shareholders and that it will continue to monitor the financial markets. We are not able to comment at this time on what, if any, effect there would be on your common stock, if the proposed public stock offering should be completed.
Is there a required holding period for Tully’s common stock if I want to sell my shares?
There is currently no public market for Tully’s common stock. If we were to list our common stock on a stock market or exchange, or if a public market for our stock otherwise were to develop, then in most cases our outstanding shares of common stock would be eligible for resale in the public market, subject in certain circumstances to volume and manner of sale limitations and notice filing requirements as set forth in SEC rules. Common shares acquired through the exercise of stock options or warrants and shares subject to lock-up agreements may be subject to special holding period restrictions.
I cannot find my stock certificates. How do I obtain a replacement certificate?
Please contact Mellon. There is a charge for the replacement of lost paper stock certificates.
I wish to make a change to the name shown for my stock (due to marriage, divorce or other reason), or to correct an error in the name shown. How do I do it?
Please contact Mellon.
I wish to transfer some of my stock to someone else because of a gift, contribution or otherwise. How do I do it?
Please contact Mellon.
I wish to change the address used for mailing of proxy statements, annual reports and other shareholder information. How do I do it?
Please contact Mellon.
A Tully's shareholder is now deceased, and the shares are to be transferred to other parties. How do I do it?
The executor or personal representative for the deceased should contact Mellon.
I wish to verify my shareholder information. How do I do it?
Please contact Mellon.
Where can I get additional information regarding the common stock?
Please contact Mellon. If Mellon is not able to assist you, please write to Tully’s Investor Relations Department. For reasons of security and confidentiality, we cannot furnish or confirm any shareholder information, change any address information, or take other action in response to an email or telephone inquiry. We require a signed letter from the shareholder of record, addressed to Tully’s Investor Relations Department, 3100 Airport Way South, Seattle, WA 98134.