-----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, UQLjRI13da4q8rqVz/oFPSKABPL6Fk+ajg//NVxRpfNY4jt8tmrMsou7vPS9Mxi0 zhYQ63tMBULX340PIdGr6Q== 0000950133-00-000191.txt : 20000203 0000950133-00-000191.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950133-00-000191 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000127 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: 514809 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 AMENDMENT NO. 2 TO SCHEDULE SC 14D-1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ AMENDMENT NO. 2 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND STATEMENT ON SCHEDULE 13D ------------------------ 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 CUSIP NO.: 268539103 14D-1 1. NAME OF REPORTING PERSON: SER SYSTEME AG S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Undisclosed 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: BK, WC. 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: GERMANY 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 9,987,112 shares 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 94.5% 10. TYPE OF REPORTING PERSON: CO 3 CUSIP NO.: 268539103 14D-1 1. NAME OF REPORTING PERSON: SERSYS ACQUISITION CORPORATION* S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Undisclosed 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: AF. 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 9,987,112 shares 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 94.5% 10. TYPE OF REPORTING PERSON: CO * SERSys Acquisition Corporation is an indirect, wholly owned subsidiary of SER Systeme AG. See below. 4 This Amendment No. 2 to Schedule 14D-1 ("Amendment No. 2") supplements and amends the Tender Offer Statement on Schedule 14D-1, filed on December 23, 1999 (as amended from time to time, 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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows: The information in this Amendment No. 2 under Item 6 is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. On January 26, 2000, the Company issued a press release announcing that Purchaser has completed its tender offer for all of the outstanding Shares of the Company and that all Shares that were validly tendered and not withdrawn prior to the expiration of the offer were accepted for payment. Shares not tendered in the Offer will be converted into $6.25 per Share of cash through a merger of Purchaser and the Company. Based on the number of Shares tendered, Parent expects to effect that merger by means of a short form merger under Delaware law which permits the merger to be effected without approval by the Company's shareholders. Based on a preliminary estimate, as of 12:00 midnight on January 24, 2000, when the offer expired, approximately 9,987,112 Shares (including approximately 280,000 Shares subject to guarantee of delivery), representing approximately 94.5% of all outstanding Shares of the Company. The full text of the press release is set forth in Exhibit (a)(9) and is incorporated herein by reference. 5 ITEM 10 (f). ADDITIONAL INFORMATION. On January 26, 2000, the Company issued the press release attached to this Amendment No. 2 as Exhibit (a)(9), which is incorporated by reference, announcing that Parent has completed the Offer and that all Shares validly tendered and not withdraw prior to 12:00 midnight on January 24, 2000, had been accepted for payment. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is amended to add the following: (a)(9) Text of Press Release, dated January 26, 2000. 6 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 26, 2000 7 INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- (a)(9) Text of Press Release dated January 26 2000. EX-99.A9 2 PRESS RELEASE 1 Exhibit (a)(9) WEDNESDAY JANUARY 26, 2:32 PM EASTERN TIME COMPANY PRESS RELEASE SOURCE: EIS International, Inc. SER SYSTEME AG COMPLETES ACQUISITION OF EIS INTERNATIONAL, INC. HERNDON, Va., Jan. 26 /PRNewswire/ -- EIS International, Inc. (Nasdaq: EISI - news), today announced that SERSys Acquisition Corporation, a wholly owned subsidiary of SER Systeme AG (Frankfurt Neuer Markt: SES), Europe's largest supplier of document management systems and workflow solutions, has completed its tender offer for all of EIS' outstanding common stock. All shares that were validly tendered and not withdrawn prior to the January 24 expiration of the offer were accepted for payment. As of January 24, approximately 9,987,112 shares of EIS common stock had been tendered, representing approximately 94.2% of all outstanding EIS shares. Shares of common stock not tendered in the tender offer will be converted into the right to receive $6.25 per share of cash through a short-form merger under Delaware law. About EIS EIS International, Inc., headquartered in Herndon, Virginia, is a leading provider of systems, software, and services for the call center industry. With approximately 77,000 workstations in 1,000 locations worldwide, EIS provides systems for telemarketing, customer service, fund-raising, market research, and collections. EIS systems increase productivity, enhance operational efficiency, and improve agent effectiveness in contact centers. Additional information about EIS is available by calling 800-274-5676, via email at info@eisi.com, or by visiting the company's web site at http://www.eisi.com. About SER SER, headquartered in Neustadt/Wied, Germany, is Europe's largest supplier of document management systems and workflow solutions. The company has 1,100 employees worldwide, with strong direct sales and support organizations in the U.S., Germany, the U.K., France, Austria, and Switzerland. Additional information is available on the company's web site at http://www.ser.com. SOURCE: EIS International, Inc. -----END PRIVACY-ENHANCED MESSAGE-----