-----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, K4CFyGIluSkpjqNCQv2mcQp7EyBRHDHlbzms2WyeWnr2CWApKlBzHavbIlYWz/iX 0U10oisAFuVyzsPVbrhONQ== 0000950133-00-000089.txt : 20000202 0000950133-00-000089.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950133-00-000089 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EIS INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000032251 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 061017599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-43073 FILM NUMBER: 508018 BUSINESS ADDRESS: STREET 1: 555 HERNDON PARKWAY CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 7034789808 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC INFORMATION SYSTEMS INC DATE OF NAME CHANGE: 19940218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SERSYS ACQUISITION CORP CENTRAL INDEX KEY: 0001101479 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 7200 WISCONSIN AVENUE STREET 2: SUITE 1001 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3018411190 MAIL ADDRESS: STREET 1: 7200 WISCONSIN AVENUE STREET 2: SUITE 1001 CITY: BETHESDA STATE: MD ZIP: 20814 SC 14D1/A 1 EIS INTERNATIONAL, INC. SC 14D1/A 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ AMENDMENT NO. 1 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ EIS INTERNATIONAL, INC. (NAME OF SUBJECT COMPANY) SERSYS ACQUISITION CORPORATION SER SYSTEME AG (BIDDERS) COMMON STOCK, PAR VALUE $0.01 PER SHARE AND ASSOCIATED RIGHTS (TITLE OF CLASS OF SECURITIES) 268539103 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ DR. PHILIP A. STOREY EXECUTIVE VICE PRESIDENT SER SYSTEME AG 7200 WISCONSIN AVENUE SUITE 1001 BETHESDA, MD 20814 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BELHALF OF BIDDER) COPY TO: JOHN L. SULLIVAN, III, ESQ. VENABLE, BAETJER AND HOWARD, LLP 2010 CORPORATE RIDGE SUITE 400 MCLEAN, VIRGINIA 22102 (703) 760-1600 =============================================================================== 2 This Amendment No. 1 to Schedule 14D-1 ("Amendment No. 1") supplements and amends the Tender Offer Statement on Schedule 14D-1, filed on December 23, 1999 (the "Schedule 14D-1"), by SER Systeme AG, a German corporation ("Parent"), and SERSys Acquisition Corporation, a Delaware corporation ("Purchaser"), that is an indirect (through SER (USA), Inc. ("SER USA")) wholly owned subsidiary of Parent. The Schedule 14D-1 relates to the offer by Purchaser to purchase all of the outstanding shares of common stock of EIS, International, Inc., a Delaware corporation ("Company"), par value $0.01 per share (the "Common Stock") and their associated rights (the "Rights") to purchase Series A Preferred Stock, par value $0.01, pursuant to that certain Rights Agreement, dated as of May 16, 1997 between Company and BankBoston N.A., as amended, (the "Rights Agreement") (such Rights, together with the Common Stock, are collectively referred to herein as the "Shares"), at a purchase price of $6.25 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 December 23, 1999, and in the related Letter of Transmittal, each as previously submitted to the holders of the Company's Shares (the Offer to Purchase and the Letter of Transmittal, as may be amended from time to time, constitute the "Offer"). Copies of the Offer to Purchase and Letter of Transmittal are attached as Exhibit (a)(1) and (a)(2) to the Schedule 14D-1. The Offer is being made pursuant to an Agreement and Plan of Merger dated as of December 17, 1999 (the "Merger Agreement") by and among Parent, Purchaser and the Company. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Items 4(a) and 4(b)(2) of the Schedule 14D-1 are hereby amended and supplemented by revising the second paragraph of "Section 9. Source and Amount of Funds" of the Schedule 14D-1 to read as follows: "All of the funds required to finance the foregoing will be furnished to Purchaser by Parent. Parent has entered into three separate loan agreements (in the aggregate equaling approximately US$38,700,000) in order to obtain a portion of the necessary funds to consummate the Offer and the Merger. The remainder of the funds necessary to consummate the Offer and the Merger (equaling approximately US$32,300,000), will be provided by Parent from its available cash and cash equivalents, including short term investments. While Parent intends to comply with the repayment provisions and schedules it has negotiated with each lender identified below, neither Purchaser nor Parent has any definitive plans or arrangements to finance or repay the borrowings disclosed below." ITEM 10 (f). ADDITIONAL INFORMATION. Items 10(f) of the Schedule 14D-1 is hereby amended and supplemented by revising the last sentence of the first paragraph under "Section 2. Acceptance and Payment for Shares" to read as follows: "Notwithstanding the foregoing, Purchaser confirms that its reservation of the right to delay payment for Shares which it has accepted for payment is limited by Rule 14e-1 under the Exchange Act, which requires that no person making a tender offer shall 3 fail to pay the consideration offered or return tendered securities promptly after the termination or withdrawal of such tender offer." 4 SIGNATURES After due inquiry and to the best of our knowledge and belief, we hereby certify that the information set forth in this Statement is true, complete and correct. SER SYSTEME AG By: DR. PHILIP A. STOREY /S/ DR. PHILIP A. STOREY -------------------------------------- Name: Dr. Philip A. Storey Title: Executive Vice President SERSYS ACQUISITION CORPORATION By: DR. PHILIP A. STOREY /S/ DR. PHILIP A. STOREY -------------------------------------- Name: Dr. Philip A. Storey Title: President Date: January 13, 1999 -----END PRIVACY-ENHANCED MESSAGE-----