SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
(Amendment No.2)
ALYSIS TECHNOLOGIES, INC.
(Name of Subject Company (Issuer))
PITNEY BOWES INC.
and
MAUI ACQUISITION CORP.
(Name of Filing Persons (Offerors))
Common Stock, Par Value $0.01
(Title of Class of Securities)
449194109
(CUSIP Number of Class of Securities)
SARA MOSS, ESQ.
PITNEY BOWES INC.
WORLD HEADQUARTERS
STAMFORD, CONNECTICUT 06926-0700
COPIES TO:
DOUGLAS A. CIFU, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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 13c-4.
[_] going-private transaction subject to Rule 13e-3.
[X] 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: [_]
This Amendment No. 2 (the "Second Amendment") amends and supplements
the Tender Offer Statement on Schedule TO filed on March 29, 2001 (as
subsequently amended and supplemented, the "Schedule TO") by Maui Acquisition
Corp., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of
Pitney Bowes Inc., a Delaware corporation ("Parent"). On April 13, 2001, the
Purchaser and Parent filed Amendment No.1 to Schedule TO. The Schedule TO is
related to the offer by the Purchaser 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 of the Company, par value $0.01 per share (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 and supplements thereto,
collectively constitute the "Offer") copies of which are filed with the Schedule
TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and
not otherwise defined herein shall have the meanings assigned to such terms in
the Offer to Purchase or in the Schedule TO.
ITEM 4 TERMS OF THE TRANSACTION,
ITEM 6 PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
AND
ITEM 8 INTEREST IN SECURITIES OF THE COMPANY
Item 4, 6 and 8 of Schedule TO are amended and supplemented to include
the following information:
"The Offer initially expired at 12:00 midnight, New York City time, on
April 25, 2001. At that time, 10,083,418 Common Shares have been tendered
(including approximately 65,724 Common Shares that are guaranteed to be
delivered), representing about 89.94% of the outstanding Common Shares of the
Company, and 2,417,112 Class B Shares have been tendered, representing about
100% of the outstanding Class B Shares. The Purchaser has accepted for payment
all validly tendered Shares and expects to make payment for the accepted Shares
to the Depositary on April 26, 2001, or promptly thereafter.
The Purchaser has decided to provide a Subsequent Offering Period
commencing Thursday, April 26, 2001 at 9:00 a.m. New York City Time, and
expiring at 5:00 p.m. New York City Time, on Wednesday, May 2, 2001, in
accordance with Rule 14d-11 of the Exchange Act. During such period, the
Purchaser will instruct the Depositary to immediately accept and promptly pay
for all the Shares tendered as they are tendered. No withdrawal rights will be
available to the Stockholders during such Subsequent Offering Period. Except as
amended by this paragraph as required by Rule 14d-11, the terms and conditions
of the Offer remain in effect and unmodified."
2
Attached hereto as Exhibit (a)(1)(H) and as required by Rule 14d-11 of
the Exchange Act, is the press release announcing the Subsequent Offering Period
and the information contained therein is incorporated herein by reference.
ITEM 12 EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented by adding
thereto the following:
(a)(1)(H) Text of the Press Release issued by Pitney Bowes Inc.
on April 26, 2001
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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: April 26, 2001
Pitney Bowes Inc.
By: /s/ Bruce P. Nolop
---------------------------------------
Name: Bruce P. Nolop
Title: Executive VP & CFO
Maui Acquisition Corp.
By: /s/ Bruce P. Nolop
---------------------------------------
Name: Bruce P. Nolop
Title: Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
(a)(1)(H) Text of the Press Release issued by Pitney Bowes Inc.
on April 26, 2001
5