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Xyratex Ltd – ‘SC 13D’ on 8/5/05 re: Nstor Technologies Inc – EX-99.10

On:  Friday, 8/5/05, at 4:25pm ET   ·   Accession #:  1193125-5-159132   ·   File #:  5-32709

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/05/05  Xyratex Ltd                       SC 13D                17:1.2M Nstor Technologies Inc            RR Donnelley/FA

General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership           HTML     75K 
 2: EX-99.1     Joint Filing Agreement                              HTML     10K 
11: EX-99.10    Form W-9 Guidlines                                  HTML     34K 
12: EX-99.11    Joint Press Release                                 HTML     22K 
13: EX-99.12    Summary Advertisement                               HTML     29K 
14: EX-99.13    Form of Non-Competition Agreement                   HTML     25K 
15: EX-99.14    Convertible Preferred Stock Purchase Agreement      HTML     38K 
16: EX-99.15    Intellectual Property License Agreement             HTML     52K 
17: EX-99.16    Promissory Note                                     HTML     17K 
 3: EX-99.2     Form of Tender and Stockholder Support Agreement    HTML     46K 
 4: EX-99.3     Agreement and Plan of Merger                        HTML    306K 
 5: EX-99.4     Offer to Purchase                                   HTML    281K 
 6: EX-99.5     Letter of Transmittal                               HTML     82K 
 7: EX-99.6     Mutual Non-Disclosure/Confidentiality Agreement     HTML     28K 
 8: EX-99.7     Notice of Guaranteed Delivery                       HTML     25K 
 9: EX-99.8     Letters to Brokers, Dealers, Commercial Banks,      HTML     17K 
                          Trust Companies, and Other                             
10: EX-99.9     Letter to Clients                                   HTML     25K 


EX-99.10   —   Form W-9 Guidlines


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Form W-9 Guidlines  

Exhibit 10

 

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER

ON SUBSTITUTE FORM W-9

 

Guidelines for determining the proper taxpayer identification number to provide to the payer—Social Security Numbers have nine digits separated by two hyphens (i.e., 000-00-0000). Employer Identification Numbers have nine digits separated by only one hyphen (i.e., 00-0000000). The table below will help you determine the number to give the payer.

 

For this type of account:

 

Give the SOCIAL

SECURITY number

of—

 

       For this type of account:   Give the EMPLOYER IDENTIFICATION number of—

1.     An individual’s account

  The individual       

8.     Sole proprietorship or single-member limited liability company (“LLC”) that is disregarded as separate from its member

  The owner(4)

2.     Two or more individuals (joint account)

  The actual owner of the account or, if combined funds, the first individual on the account(1)       

9.     A valid trust, estate or pension trust

  The legal entity(5)

3.     Husband and wife (joint account)

  The actual owner of the account or, if joint funds, the first individual on the account(1)       

10.   Corporation or LLC that has elected to be taxed as a corporation

  The corporation or LLC

4.     Custodian account of a minor (Uniform Gift to Minors Act)

  The minor(2)       

11.   Religious, charitable, or educational organization

  The organization

5.     Adult and minor (joint account)

  The adult or, if the minor is the only contributor, the minor(1)       

12.   Partnership or multiple member LLC that has not elected to be taxed as a corporation

  The partnership or LLC

6.     Account in the name of guardian or committee for a designated ward, minor, or incompetent person

  The ward, minor, or incompetent person(3)       

13.   Association, club, or other tax-exempt organization

  The organization

7.     a. The usual revocable savings trust account (grantor is also trustee)

  The grantor-trustee(1)       

14.   A broker or registered nominee

  The broker or nominee

        b. So-called trust account that is not a legal or valid trust under state law

  The actual owner(1)       

15.   Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments

 

  The public entity

 

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished
(2) Circle the minor’s name and furnish the minor’s social security number.
(3) Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s social security number.
(4) You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or employer identification number (if you have one).
(5) List first and circle the name of the legal entity, either a trust, estate, or pension trust. Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.

 

   NOTE: If no name is circled when there is more than one name, the number will be considered that of the first name listed.


GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Page 2

 

Obtaining a Number

 

If you do not have a taxpayer identification number (“TIN”) or if you do not know your number, obtain Form SS-5 (Application for Social Security Card) or Form SS-4 (Application for Employer Identification Number) at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number. In addition, you must check the box marked “Awaiting TIN” in Part 2 of Substitute Form W-9 and sign and date the “Certification of Awaiting Taxpayer Identification Number” at the bottom of the form. If you do not timely provide a TIN, a portion of all reportable payments made to you will be withheld.

 

Section references in these guidelines refer to sections under the Internal Revenue Code of 1986, as amended.

 

Payees specifically exempted from backup withholding include:

 

    An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

 

    The United States, a state thereof, the District of Columbia or a possession of the United States, or a political subdivision or agency or instrumentality of any the foregoing.

 

    An international organization or any agency or instrumentality thereof.

 

    A foreign government or any political subdivision, agency or instrumentality thereof.

 

Payees that may be exempt from backup withholding include:

 

    A corporation.

 

    A financial institution.

 

    A dealer in securities or commodities required to register in the United States, the District of Colombia, or a possession of the United States.

 

    A real estate investment trust.

 

    A common trust fund operated by a bank under Section 584(a).

 

    An entity registered at all times during the tax year under the Investment Company Act of 1940, as amended.

 

    A middleman known in the investment community as a nominee or custodian.

 

    A futures commission merchant registered with the Commodity Futures Trading Commission.

 

    A foreign central bank of issue.

 

    A trust exempt from tax under Section 664 or a non-exempt trust described in a Section 4947.

 

Payments of dividends and patronage dividends not generally subject to backup withholding include:

 

    Payments to nonresident aliens subject to withholding under Section 1441.

 

    Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident alien partner.

 

    Payments of patronage dividends where the amount received is not paid in money.

 

    Payments made by certain foreign organizations.

 

    Section 404(k) payments made by an ESOP.

 

Payments of interest not generally subject to backup withholding include:

 

    Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

 

    Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

 

    Payments described in Section 6049(b)(5) to nonresident aliens.

 

    Payments on tax-free covenant bonds under Section 1451.

 

    Payments made by certain foreign organizations.

 

    Mortgage or student loan interest paid to you.

 

EXEMPT PAYEES DESCRIBED ABOVE SHOULD COMPLETE AND RETURN SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. Exempt payees should furnish their TIN, check the box labeled “Exempt” in Part 2 and sign and date the form. If you are a foreign person, you must submit the appropriate IRS Form W-8 signed under penalty of perjury attesting to foreign status. Such forms may be obtained from Computershare Trust Company of New York or at www.irs.gov.

 

Certain payments other than interest, dividends, and patronage dividends, which are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041,6041A, 6045, 6050A and 6050N.

 

Privacy Act Notice.—Section 6109 requires most recipients of dividend, interest, or certain other income to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of tax returns. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal non-tax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a portion of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

 

Penalties

 

(1) Penalty for Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

 

(2) Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500.

 

(3) Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

 

(4) Misuse of Taxpayer Identification Numbers.—If the requester discloses or uses taxpayer identification numbers in violation of federal law, the requester may be subject to civil and criminal penalties.

 

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS

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