SC TO-T: Tender offer statement by Third Party
Published on
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ALYSIS TECHNOLOGIES, INC.
(Name of Subject Company (Issuer))
PITNEY BOWES INC.
and
MAUI ACQUISITION CORP.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01
(Title of Class of Securities)
02261D101
(CUSIP Number of Class of Securities)
SARA E. MOSS, ESQ.
PITNEY BOWES INC.
WORLD HEADQUARTERS
ONE ELMCROFT ROAD
STAMFORD, CONNECTICUT 06926-0700
(203) 356-5000
COPIES TO:
DOUGLAS A. CIFU, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10019
(212) 373-3000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$19,089,913 $3,818
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* For purposes of calculating the filing fee pursuant to Rule 0-11(d), the
Transaction Valuation was calculated on the basis of (i) 11,171,891 shares
of common stock, par value $0.01 per share, of Alysis Technologies, Inc.
(the "Common Shares") and 2,417,112 shares of Class B common stock, par
value $0.01 per share, of Alysis Technologies, Inc. (the "Class B Shares"
and together with the Common Shares, the "Shares"), (ii) the tender offer
price of $1.39 per Share, and (iii) options to acquire 825,239 Shares with
an aggregate value of $201,199.
** The filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, is 1/50th of one percent of the aggregate
Transaction Valuation.
/ / Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Form or Registration No.: Filing Party: Date Filed:
/ / Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
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This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to
the offer by Maui Acquisition Corp. (the "Purchaser"), a Delaware corporation
and a wholly owned subsidiary of Pitney Bowes Inc., a Delaware corporation
("Parent"), to purchase all the outstanding shares of common stock, par value
$0.01 per share (the "Common Shares"), of Alysis Technologies, Inc. (the
"Company") and all the outstanding shares of class B common stock, par value
$0.01 per share, of the Company (the "Class B Shares" and together with the
Common Shares, the "Shares"), at a purchase price of $1.39 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 29, 2001 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the "Offer")
which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and
(a)(1)(B), respectively. This Schedule TO is being filed on behalf of the
Purchaser and Parent.
All information set forth in the Offer to Purchase filed as
Exhibit (a)(1)(A) to this Schedule TO is incorporated by reference in answer to
items 1 through 13 in this Schedule TO, except those items as to which
information is specifically provided herein.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(b) Reference is hereby made to the Form of Letter of Transmittal and the
Form of Notice of Guaranteed Delivery, copies of which are filed as Exhibits
(a)(1)(B) and (a)(1)(C), respectively, and to the Agreement and Plan of Merger
by and among Parent, the Purchaser and the Company, dated March 20, 2001, a copy
of which is attached hereto as Exhibit (d)(1).
ITEM 12. EXHIBITS.
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(a)(1)(A) Offer to Purchase, dated March 29, 2001
(a)(1)(B) Form of Letter of Transmittal
(a)(1)(C) Form of Notice of Guaranteed Delivery
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(1)(G) Text of Press Release issued by Pitney Bowes Inc. and Alysis
Technologies, Inc. on March 20, 2001 (incorporated by
reference to the Tender Offer Statement on Schedule TO filed
by Pitney Bowes Inc. with the Securities and Exchange
Commission on March 20, 2001)
(a)(1)(H) Not applicable
(b) Not applicable
(d)(1) Agreement and Plan of Merger, dated March 20, 2001, by and
among Pitney Bowes Inc., Maui Acquisition Corp. and Alysis
Technologies, Inc. (incorporated by reference to
Exhibit 2.1 of Alysis Technologies, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission
on March 22, 2001)
(d)(2) Voting and Tender Agreement, dated March 20, 2001, by and
among Pitney Bowes Inc., Maui Acquisition Corp. and Warburg,
Pincus Investors, L.P. (incorporated by reference to Exhibit
2.2 of Alysis Technologies, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission
on March 22, 2001)
(d)(3) Confidentiality Agreement, dated November 1, 2000, between
Pitney Bowes Inc. and First Union Securities, Inc. as agent
for Alysis Technologies, Inc.
(g) Not applicable.
(h) Not applicable.
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: March 29, 2001
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PITNEY BOWES INC.
By: /s/ BRIAN M. BAXENDALE
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Name: Brian M. Baxendale
Title: Executive Vice President and President,
Document Messaging Technologies
MAUI ACQUISITION CORP.
By: /s/ BRIAN M. BAXENDALE
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Name: Brian M. Baxendale
Title: President and Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(A) Offer to Purchase, dated March 29, 2001
(a)(1)(B) Form of Letter of Transmittal
(a)(1)(C) Form of Notice of Guaranteed Delivery
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(1)(G) Text of Press Release issued by Pitney Bowes Inc. and Alysis
Technologies, Inc. on March 20, 2001 (incorporated by
reference to the Tender Offer Statement on Schedule TO filed
by Pitney Bowes Inc. with the Securities and Exchange
Commission on March 20, 2001)
(d)(1) Agreement and Plan of Merger, dated March 20, 2001, by and
among Pitney Bowes Inc., Maui Acquisition Corp. and Alysis
Technologies, Inc. (incorporated by reference to
Exhibit 2.1 of Alysis Technologies, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission
on March 22, 2001)
(d)(2) Voting and Tender Agreement, dated March 20, 2001, by and
among Pitney Bowes Inc., Maui Acquisition Corp. and Warburg,
Pincus Investors, L.P. (incorporated by reference to Exhibit
2.2 of Alysis Technologies, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission
on March 22, 2001)
(d)(3) Confidentiality Agreement, dated November 1, 2000, between
Pitney Bowes Inc. and First Union Securities, Inc., as agent
for Alysis Technologies, Inc.
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