-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OcrRr9wnw5jO7162jcRWcU+v9Bhs17YRlDn+l/uJsmN4IKACrqUe/H5hDyTOQFmU vLX13ZC0GIXnTDvWxxg1WQ== 0000912057-02-011032.txt : 20020415 0000912057-02-011032.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-011032 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020322 GROUP MEMBERS: SHL TELMEDICINE LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHL TELEMEDICINE ACQUISITION CORP CENTRAL INDEX KEY: 0001166833 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 90 IGAL STREET CITY: TEL AVIV ISRAEL STATE: L5 ZIP: 67891 MAIL ADDRESS: STREET 1: 90 IGAL STREET CITY: TEL AVIV ISREAL STATE: L5 ZIP: 67891 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAYTEL MEDICAL CORP CENTRAL INDEX KEY: 0001002017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 942787342 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44873 FILM NUMBER: 02581972 BUSINESS ADDRESS: STREET 1: 2755 CAMPUS DR STREET 2: STE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 6503490800 MAIL ADDRESS: STREET 1: 2755 CAMPUS DRIVE STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 SC TO-T/A 1 a2071724zscto-ta.txt SC TO-T/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) ------------------------------ RAYTEL MEDICAL CORPORATION (Name of Subject Company) ------------------------------ SHL TELEMEDICINE ACQUISITION CORP. an indirect wholly-owned subsidiary of SHL TeleMedicine Ltd. and SHL TELEMEDICINE LTD. (Name of Filing Persons -- Offerors) ------------------------------ COMMON STOCK, PAR VALUE $.001 PER SHARE (Including the Associated Preferred Stock Purchase Rights) (Title of Class of Securities) ------------------------------ 755107109 (CUSIP Number of Class of Securities) ------------------------------ Erez Nachtomy SHL TeleMedicine Ltd. 90 Igal Alon Street Tel Aviv, Israel 67891 + 972-3-561-2212 (Name, address and telephone number of person authorized to receive notices and communications on behalf of Filing Persons) ------------------------------ Copies to: Andrew C. Freedman, Esq. Roy L. Goldman, Esq. Steven I. Suzzan, Esq. Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 (212) 318-3000
CALCULATION OF FILING FEE ================================================================================ Transaction Valuation* Amount of Filing Fee** - -------------------------------------------------------------------------------- $32,568,606.25 $6,513.73 ================================================================================
* Estimated for purposes of calculating the amount of the filing fee only in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, based upon (a) $10.25 multiplied by (b) 3,177,425, representing the aggregate number of shares of Raytel Medical Corporation Common Stock outstanding as of February 7, 2002, plus the maximum number of shares expected to be issued pursuant to outstanding options and Raytel's Employee Stock Purchase Plan prior to the date the offer is expected to be consummated. ** The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of 1% of the transaction value. / / 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: $6,513.73 Filing Party: SHL TeleMedicine Acquisition Corp. Form or Registration No.: SC-TO-T (005-44873) Date Filed: February 22, 2002
/ / 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: / / This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO initially filed on February 22, 2002 (as amended, this "Schedule TO") by SHL TeleMedicine Acquisition Corp., a Delaware corporation (the "Purchaser") and an indirect-wholly owned subsidiary of SHL TeleMedicine Ltd., an Israeli corporation ("SHL"), and SHL relating to the third-party tender offer by Purchaser to purchase all the outstanding shares of common stock, par value $0.001 per share, of Raytel Medical Corporation, a Delaware corporation ("Raytel"), including the associated rights to purchase the Series A Preferred Stock issued pursuant to the Rights Agreement, dated as of August 14, 1998, by and between Raytel and BankBoston, N.A., as Rights Agent (together, the "Shares"), at a purchase price of $10.25 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 February 22, 2002 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). This Amendment No. 5 is being filed on behalf of the Purchaser and SHL. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase and the Schedule TO. Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented to add the following: "On March 22, 2002, SHL issued a press release announcing that it has extended its offer to purchase, for $10.25 per share, net to the seller in cash, without interest, all outstanding shares of common stock (and the associated preferred stock purchase rights) of Raytel until 5:00 p.m., Monday, April 1, 2002. The Offer had previously been scheduled to expire on March 21, 2002. The Purchaser has been advised by Alpine Fiduciary Services, Inc., the depositary for the tender offer, that as of midnight on March 21, 2002, Raytel stockholders had tendered 2,280,326 shares (including approximately 84,023 shares tendered pursuant to procedures for guaranteed delivery) out of approximately 2,988,687 shares currently outstanding, or approximately 76% of all outstanding shares. The extension is intended to allow SHL time to acquire 90 percent of the outstanding shares of Raytel common stock. A copy of the press release is filed as Exhibit (a)(1)(J)." Item 4 of the Schedule TO, which incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented to include the following information: Section 1. Terms of the Offer The third full paragraph on page 10 of the Offer to Purchase is hereby amended to delete the reference to the prior SEC view that the inclusion of a Subsequent Offering Period would constitute a material change to the terms of the Offer requiring the Purchaser to disseminate new information to stockholders in a manner reasonably calculated to inform them of such change sufficiently in advance of the expiration date (generally five business days). In accordance with a more recent view of the Staff, no advance notice is required provided that the initial Offer to Purchase discloses an intent to include a Subsequent Offering Period and, at the time of the announcement of the acceptance of the shares and the results of the offer, the Subsequent Offering Period is announced and begins. The Purchaser is amending the Schedule TO is order to take advantage of this more recent Staff view. As amended, the third full paragraph on page 10 of the Offer to Purchase is hereby amended to read in its entirety as follows: "During a Subsequent Offering Period, tendering stockholders will not have withdrawal rights and the Purchaser will promptly purchase and pay for any Shares tendered at the same price paid in the Offer. Rule 14d-11 provides that the Purchaser may provide a Subsequent Offering Period so long as, among other things, (i) the initial 20 business day period of the Offer has expired, (ii) the Purchaser offers the same form and amount of consideration for Shares in the Subsequent Offering Period as in the initial Offer, (iii) the Purchaser immediately accepts and promptly pays for all securities tendered during the Offer prior to its expiration, (iv) the Purchaser announces the results of the Offer, including the approximate number and percentage of Shares deposited in the Offer, no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date and immediately begins the Subsequent Offering Period and (v) the Purchaser immediately accepts and promptly pays for Shares as they are tendered during the Subsequent Offering Period. The Purchaser will be able to include a Subsequent Offering Period, if it satisfies the conditions above, after April 1, 2002. In the event the Purchaser elects to include a Subsequent Offering Period, it will notify Raytel stockholders consistent with the requirements of the SEC." ITEM 12. EXHIBITS. The following Exhibits are filed herewith: *(a)(1)(A) Offer to Purchase dated February 22, 2002. *(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, Banks, Trusts Companies and Other Nominees. *(a)(1)(E) Form of Letter to Clients. *(a)(1)(F) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(1)(G) Press Release issued by SHL on February 8, 2002 (incorporated by reference to Offerors' Schedule TO filed February 11, 2002). *(a)(1)(H) Press Release issued by SHL on February 25, 2002 (incorporated by reference to Amendment No. 1 to Offerors' Schedule TO filed February 25, 2002). *(a)(1)(I) Press Release issued by SHL on March 5, 2002. (a)(1)(J) Press Release issued by SHL on March 22, 2002. (b) None. *(d)(1) Agreement and Plan of Merger dated as of February 7, 2002, by and between SHL, the Purchaser and Raytel (incorporated by reference to Exhibit 1 to Offerors' Schedule 13D filed February 19, 2002). *(d)(2) Stockholders Agreement dated as of February 7, 2002, by and between SHL, the Purchaser and Richard F. Bader, Jason Sholder, Swapan Sen, John F. Lawler, Jr., Gene I. Miller and Allan Zinberg (incorporated by reference to Exhibit 2 to Offerors' Schedule 13D filed February 19, 2002). *(d)(3) Confidentiality Agreement dated as of November 29, 2001 between SHL and Raytel. (g) None. (h) None.
* Previously filed 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. SHL TELEMEDICINE ACQUISITION CORP. By: /s/ YARIV ALROY -------------------------------- Name: Yariv Alroy Title: Co-President SHL TELEMEDICINE LTD. By: /s/ YARIV ALROY -------------------------------- Name: Yariv Alroy Title: Co-President Dated: March 22, 2002 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- *(a)(1)(A) Offer to Purchase dated February 22, 2002. *(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, Banks, Trusts Companies and Other Nominees. *(a)(1)(E) Form of Letter to Clients. *(a)(1)(F) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(1)(G) Press Release issued by SHL on February 8, 2002 (incorporated by reference to Offerors' Schedule TO filed February 11, 2002). *(a)(1)(H) Press Release issued by SHL on February 25, 2002 (incorporated by reference to Amendment No. 1 to Offerors' Schedule TO filed February 25, 2002). *(a)(1)(I) Press Release issued by SHL on March 5, 2002. (a)(1)(J) Press Release issued by SHL on March 22, 2002. *(d)(1) Agreement and Plan of Merger dated as of February 7, 2002, by and between SHL, the Purchaser and Raytel (incorporated by reference to Exhibit 1 to Offerors' Schedule 13D filed February 19, 2002). *(d)(2) Stockholders Agreement dated as of February 7, 2002, by and between SHL, the Purchaser and Richard F. Bader, Jason Sholder, Swapan Sen, John F. Lawler, Jr., Gene I. Miller and Allan Zinberg (incorporated by reference to Exhibit 2 to Offerors' Schedule 13D filed February 19, 2002). *(d)(3) Confidentiality Agreement dated as of November 29, 2001 between SHL and Raytel.
* Previously filed. EX-99.(A)(1)(J) 3 a2073891zex-99_a1j.txt EXHIBIT 99(A)(1)(J) Exhibit 99(a)(1)(J) SHL TELEMEDICINE EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF RAYTEL MEDICAL CORPORATION Tel Aviv/Zurich, March 22, 2002. SHL TeleMedicine Ltd. (SWX: SHLTN), a developer and marketer of telemedicine devices and provider of telemedicine services, today announced that it is extending the expiration date for its offer to purchase all outstanding shares of common stock of Raytel Medical Corporation (NASDAQ: RTEL). The expiration date for the offer, made through its indirect wholly-owned subsidiary SHL TeleMedicine Acquisition Corp., is extended until 5:00 p.m., New York City time, on Monday, April 1, 2002. The offer had previously been scheduled to expire at 12:00 midnight on March 21, 2002. The terms of the extended offer remain unchanged from the original offer as set forth in the offering materials. SHL has been advised by Alpine Fiduciary Services, Inc., the depositary for the tender offer, that as of midnight on March 21, 2002, Raytel stockholders had tendered 2,280,326 shares (including approximately 84,023 shares tendered pursuant to procedures for guaranteed delivery) out of approximately 2,988,687 shares currently outstanding, or approximately 76% of all outstanding shares. Shares currently tendered satisfy the minimum tender condition. The extension is intended to allow SHL time to acquire 90 percent of outstanding shares of Raytel common stock. Although permitted to do so by the merger agreement, the Purchaser does not currently intend to extend the expiration date again if 90% of the outstanding shares are not validly tendered by the new expiration date. SHL reserves the right to provide a subsequent offering period following acceptance of tendered shares. SHL expects to close the acquisition promptly after the expiration of the tender offer, assuming that as of that date the requisite number of shares of Raytel common stock are tendered and not withdrawn and other standard closing conditions are satisfied. Questions concerning the terms of the offer may be directed to Georgeson Shareholder Communications Inc., the Information Agent for the offer. Bankers and Brokers please call collect at (212) 440-9800 and all others please call toll-free at (800) 223-2064. Questions may also be directed to CIBC World Markets, the Dealer Manager for the offer, at toll-free (866) 767-9649. ** This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Raytel. SHL TeleMedicine has filed a Tender Offer Statement with the U.S. Securities and Exchange Commission and Raytel has filed a Solicitation/Recommendation Statement with respect to the offer. The Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/ Recommendation Statement contain important information, which should be read carefully before any decision is made with respect to the offer. The Tender Offer Statement (including the offer to purchase, the related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement have been mailed to Raytel stockholders and are also available for free at the commission's website at www.sec.gov. -----END PRIVACY-ENHANCED MESSAGE-----