Exhibit
99.5
RESCISSION
CERTIFICATE
Certificate
No.:
Name of
Registered Holder_______________________________
Address
of Registered
Holder _______________________________
_______________________________
_______________________________
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Subscription Rights
$________________________
Subscription Price Tendered
TERMS AND
CONDITIONS OF THE RIGHT TO RESCIND ARE SET FORTH
IN THE
COMPANY’S RESCISSION RIGHTS LETTER, DATED JULY 30,
2008 (“Letter”),
COPIES OF
THE LETTER ARE AVAILABLE UPON REQUEST FROM
WUNDERLICH
SECURITIES, INC., THE SUBSCRIPTION AGENT
HANCOCK
FABRICS, INC.
A
Delaware Corporation
RESCISSION
CERTIFICATE
Evidencing
rescission of subscription relating to the number of Subscription Rights stated
above, each right
representing
the right to purchase one $1,000 principal amount of floating rate secured note
(“Note”) and a warrant
(“Warrant”)
to purchase 400 shares of common stock.
VOID IF
NOT EXERCISED BEFORE 5:00 P.M., EASTERN TIME ON
AUGUST
29,
2008.
THIS
CERTIFIES THAT the registered owner whose name is inscribed herein is the
subscriber pursuant to the number of Subscription Rights set forth above, each
of which entitles the owner to subscribe for and purchase one Note and one
Warrant of Hancock Fabrics, Inc., a Delaware corporation, on the terms and
subject to the conditions set forth in the Prospectus and the instructions
relating hereto, and the owner of any such Notes and Warrants issuable or issued
pursuant thereto. The rescission rights represented by this Rescission
Certificate may be exercised by completing Section 1 hereof. Special
payment instructions may be specified by completing Section 2
hereof.
Dated:
July 30,
2008
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/s/ Jane F. Aggers |
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/s/ Robert
W. Driskell |
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Jane
F. Aggers
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Robert
W. Driskell
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President
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Secretary
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SECTION
1. RESCISSION OF SUBSCRIPTION
The
undersigned irrevocably rescinds the undersigned’s prior subscription for Notes
and Warrants as indicated below on the terms and subject to the conditions
specified in the Letter, the receipt of which is hereby
acknowledged.
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(a)
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Number
of Subscription Rights previously subscribed: _____________________
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(b)
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Total
Subscription Price previously tendered to the Subscription Agent (total
number of Subscription Rights
subscribed
for multiplied by the Subscription Price of $1,000): $_____________
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SECTION
2. SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS FOR PAYMENT TO RESCINDING
SUBSCRIBER: Unless instructed otherwise, Subscription Agent will return the
Subscription Price to the subscriber (without interest or deduction, except for
interest from the date of issuance of the Notes until the date of repayment) by
check in the name of subscriber and addressed to the subscriber at the address
of subscriber, all as set forth on subscriber’s original Subscription
Certificate.
(a) To
be completed ONLY if payment is to be made to a name other than that of the
registered holder. See the Instructions. DO NOT FORGET TO COMPLETE THE GUARANTEE
OF SIGNATURE(S) SECTION BELOW.
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Name
in which to be paid:
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Soc.
Sec. #/Tax ID #:
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___________________________________________________
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(b) To
be completed ONLY if payment is to be sent to the subscriber at an address other
than that shown above. See the Instructions. DO NOT FORGET TO COMPLETE THE
GUARANTEE OF SIGNATURE(S) SECTION BELOW
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Name:
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Address:
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___________________________________________________
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(c) To be
completed ONLY if payment is to be made by wire transfer:
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[
]
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Wire
transfer of immediately available funds directed to the account
maintained
by
_________________________________________________________,
at
______________________________________, ABA #
__________________,
Account
No. ____________________________.
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ACKNOWLEDGMENT
— THE RESCISSION CERTIFICATE IS NOT VALID UNLESS YOU SIGN BELOW
I/We
acknowledge receipt of the Letter and understand that, after delivery to the
Subscription Agent for Hancock Fabrics, Inc., I/we may not modify or revoke this
Rescission Certificate. Under penalties of perjury, I/we certify that the
information contained herein, including the social security number or taxpayer
identification number given above, is correct.
The
signature below must correspond with the name of the registered holder exactly
as it appears on the books of the Company’s transfer agent without any
alteration or change whatsoever.
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Signature(s)
of Registered Holder:
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Date:
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_________________________________________________
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If
signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following information
(please print). See the Instructions.
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Name:
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Capacity:
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Soc.
Sec. #/Tax ID #
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____________________________
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_____________________________________
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Address:
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Phone:
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_____________________________________
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GUARANTEE
OF SIGNATURE(S)
All
rescinding subscribers who specify special payment or delivery instructions must
have their signatures guaranteed by an Eligible Institution, as defined in
Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. See the
Instructions.
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Authorized
Signature:
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Name
of Firm:
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______________________________________
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Name:
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Title:
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Soc.
Sec. #/Tax ID #:
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____________________________
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______________________________________
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Address:
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Phone:
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______________________________________
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YOU MUST
HAVE YOUR SIGNATURE GUARANTEED IF YOU WISH TO HAVE YOUR RECISSION PAYMENT
DELIVERED TO AN ADDRESS OTHER THAN YOUR OWN OR TO A PERSON OTHER THAN
YOURSELF.
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Signature
Guaranteed:
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By:
_________________________________________
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Name
of Bank
or
Firm:
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BACKUP
WITHHOLDING CERTIFICATIONS
TIN:
TAXPAYER
I.D. NUMBER. The Taxpayer Identification Number shown above (TIN) is my
correct taxpayer identification number.
[ ]
BACKUP WITHHOLDING. I am not subject to backup withholding either because I have
not been notified that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or the Internal Revenue Service has
notified me that I am no longer subject to backup withholding.
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EXEMPT RECIPIENTS. I am an exempt recipient under the Internal Revenue Service
Regulations.
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NONRESIDENT ALIENS. I am not a United States person, or if I am an individual, I
am neither a citizen nor a resident of the United States.
SIGNATURE:
I certify under penalties of perjury the statements checked in this
section.
(See
“Federal Income Tax Consequences — Information Reporting and Backup Withholding”
in the Hancock Fabrics, Inc. Prospectus dated June 19, 2008 for information
concerning this certification and U.S. federal income tax withholding that may
apply.)
FORM OF
INSTRUCTIONS FOR USE OF HANCOCK FABRICS, INC.
RESCISSION
CERTIFICATES
The
following instructions relate to your right to rescind your subscription
pursuant to the rights offering (the “Rights Offering”) by Hancock Fabrics,
Inc., a Delaware corporation (the “Company”), to the holders of its common
stock, par value $0.01 per share (“Common Stock”), as described in the Company’s
prospectus dated June 19, 2008 (the “Prospectus”). You have subscribed to
purchase the Company’s floating rate secured notes (“Notes”) and to receive the
related warrants to purchase shares of the Company’s Common Stock (“Warrants”)
in connection with the Rights Offering, and you have paid $1,000 in cash (the
“Subscription Price”), to purchase one Note in the principal amount of $1,000
accompanied by a Warrant to purchase 400 shares of Common Stock for each
Subscription Right (as described in the prospectus) owned by you. Contrary to
the statement in the Prospectus that your subscription would be irrevocable, the
Company is allowing you to elect to rescind your subscription by executing this
Rescission Certificate and returning it to the Subscription Agent not later than
5:00 p.m., Eastern Time, on August 29, 2008 (the “Rescission Expiration
Date”).
You
should indicate your wishes with regard to the exercise of your right to rescind
your subscription by completing the appropriate section on your Rescission
Certificate and returning the Rescission Certificate to the Subscription Agent
at the following address that appears below.
THE
SUBSCRIPTION AGENT MUST RECEIVE YOUR RESCISSION CERTIFICATE ON OR BEFORE THE
EXPIRATION DATE. ONCE A SUBSCRIBER HAS EXERCISED THE RIGHT TO RESCIND HIS
SUBSCRIPTION, SUCH EXERCISE MAY NOT BE REVOKED.
1. RESCISSION
OF SUBSCRIPTION. To exercise your right to rescind your subscription, properly
complete and execute your Rescission Certificate and send it to the Subscription
Agent. Delivery of the Rescission Certificate must be made by mail, by hand
delivery or by overnight delivery. FACSIMILE DELIVERY OF THE SUBSCRIPTION
CERTIFICATE WILL NOT BE ACCEPTED AND WILL NOT CONSTITUTE VALID DELIVERY. Banks,
brokers, trusts, depositaries or other nominee holders who exercise the right to
rescind a subscription on behalf of beneficial owners of Subscription Rights
will be required to certify to the Subscription Agent and the Company on a
Nominee Holder Certification Form as to the aggregate number of Subscription
Rights that have been rescinded by each beneficial owner of Subscription Rights
on whose behalf such nominee holder is acting. In the event such certification
is not delivered in respect of a Rescission Certificate, the Subscription Agent
shall for all purposes be entitled to assume that such certificate is exercised
on behalf of a single beneficial owner.
CONTACTING
THE SUBSCRIPTION AGENT. The address, telephone and facsimile numbers of the
Subscription Agent, Wunderlich Securities, Inc. are as follows:
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If
by Hand Delivery, Overnight Delivery,
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First
Class Mail or Registered Mail:
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Wunderlich
Securities, Inc.
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6000
Poplar Avenue, Suite 210
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Attention:
Jim Harwood
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Telephone:
(901) 251-2233
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Facsimile:
(901) 251-1349
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NO
PARTIAL RESCISSION. You are permitted to rescind your subscription in whole or
not at all.
2. DELIVERY
OF PAYMENT TO YOU. As soon as practicable after the Expiration Date
(anticipated to be not later than September 5, 2008), the subscription Agent
will mail (or wire transfer, if you so instruct the Subscription Agent in your
Rescission Certificate) to each rescinding subscriber his Subscription Price
(without interest or deduction, except for interest from the date of issuance of
the Notes until the date of repayment) to the address shown on the face of your
Rescission Certificate unless you provide instructions to the contrary on your
Rescission Certificate.
3.
TRANSFER OF NOTES AND WARRANTS, ETC. If the Notes and Warrants have been issued
to you or your nominee before the repayment to you of your Subscription Price,
you will be paid an amount equal to the Subscription Price plus interest from
the date of issuance of the Notes until the date of repayment. Your
signature on the Rescission Certificate evidences your authorization for the
trustee and the transfer agent for the Notes and the Warrants to transfer those
standing in your name or the name of your nominee to the backstop purchaser
furnishing the funds for the payment to you, in accordance with instructions
from the Company.
4. EXECUTION.
(a) EXECUTION
BY REGISTERED HOLDER. The signature on the Rescission Certificate must
correspond with the name of the registered holder exactly as it appears on the
face of your original Subscription Certificate without any alteration or change
whatsoever. Persons who sign the Rescission Certificate in a representative or
other fiduciary capacity must indicate their capacity when signing and, unless
waived by the Subscription Agent in its sole and absolute discretion, must
present to the Subscription Agent satisfactory evidence of their authority so to
act.
(b) EXECUTION
BY PERSON OTHER THAN REGISTERED HOLDER. If the Rescission Certificate is
executed by a person other than the holder named on the face of the original
Subscription Certificate, prior evidence of authority of the person executing
the Rescission Certificate must accompany the name unless the Subscription
Agent, in its discretion, dispenses with proof of authority.
(c) SIGNATURE
GUARANTEES. Your signature must be guaranteed by an Eligible Guarantor
Institution if you specify special issuance or delivery
instructions.
5. METHOD
OF DELIVERY. The method of delivery of Rescission Certificate to the
Subscription Agent will be at the election and risk of the subscriber. If sent
by mail, it is recommended that they be sent by registered mail, properly
insured, with return receipt requested, and that a sufficient number of days be
allowed to ensure delivery to the Subscription Agent prior to the Expiration
Date.
