-----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, UIwjSLgbMGD+cYcsvMkDQCPbSDHMWK2Cn+oa50xmHMysFRJlIbi0Vr9KBoqFqk2r WSqf2fu+Y2llShMggrwRrQ== 0001047469-99-029740.txt : 19990805 0001047469-99-029740.hdr.sgml : 19990805 ACCESSION NUMBER: 0001047469-99-029740 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990804 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADFLEX SOLUTIONS INC CENTRAL INDEX KEY: 0000925743 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 043186513 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-44223 FILM NUMBER: 99677734 BUSINESS ADDRESS: STREET 1: 2001 W CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224 BUSINESS PHONE: 6029634584 MAIL ADDRESS: STREET 1: 2001 WEST CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INNOVEX INC CENTRAL INDEX KEY: 0000050601 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 411223933 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1313 S FIFTH ST CITY: HOPKINS STATE: MN ZIP: 55343-9904 BUSINESS PHONE: 6129384155 SC 14D1/A 1 SC 14D1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO SCHEDULE 14D-1* TENDER OFFER STATEMENT (PURSUANT TO SECTION 14(d)(1) UNDER THE SECURITIES EXCHANGE ACT OF 1934) AND AMENDMENT NO. 2 TO SCHEDULE 13D (UNDER THE SECURITIES EXCHANGE ACT OF 1934) ADFLEX SOLUTIONS, INC. (Name of Subject Company) INNOVEX ACQUISITION CORP. A WHOLLY-OWNED SUBSIDIARY OF INNOVEX, INC. (Bidder) COMMON SHARES (Title of Class of Securities) 006866107 (CUSIP Number of Class of Securities (if applicable)) ------------------------ THOMAS W. HALEY INNOVEX, INC. 530 ELEVENTH AVENUE SOUTH HOPKINS, MN 55343 (612) 930-4677 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) WITH COPIES TO: William B. Payne, Esq. John T. Kramer, Esq. Dorsey & Whitney LLP Dorsey & Whitney LLP Pillsbury Center South Pillsbury Center South 220 South Sixth Street 220 South Sixth Street Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55402 (612) 340-2722 (612) 340-8702 * Constituting the final amendment to Schedule 14D-1 (CONTINUED ON FOLLOWING PAGE(S)) (Page 1 of 5 Pages) CUSIP No. 006866107 1. Names of Reporting Persons Innovex, Inc. I.R.S. Identification Nos. of Above Persons (entities only) 41-1223933 2. Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [_] 3. SEC Use Only 4. Source Of Funds WC 5. Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(D) Or 2(E) [_] 6. Citizenship Or Place Of Organization Minnesota 7. Sole Voting Power Number Of 0 Shares Beneficially 8. Shared Voting Power Owned By 6,865,119 Each Reporting 9. Sole Dispositive Power Person 0 With 10. Shared Dispositive Power 6,865,119 11. Aggregate Amount Beneficially Owned By Each Reporting Person 6,865,119 12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares [_] 13. Percent Of Class Represented By Amount In Row (11) 76.1% 14. Type Of Reporting Person CO - --------------------- CUSIP No. 006866107 1. Names of Reporting Persons Innovex Acquisition Corp. I.R.S. Identification Nos. of Above Persons (entities only) Pending 2. Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [_] 3. SEC Use Only 4. Source Of Funds WC 5. Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(D) Or 2(E) [_] 6. Citizenship Or Place Of Organization Delaware 7. Sole Voting Power Number Of 0 Shares Beneficially 8. Shared Voting Power Owned By 6,865,119 Each Reporting 9. Sole Dispositive Power Person 0 With 10. Shared Dispositive Power 6,865,119 11. Aggregate Amount Beneficially Owned By Each Reporting Person 6,865,119 12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares [_] 13. Percent Of Class Represented By Amount In Row (11) 76.1% 14. Type Of Reporting Person CO - --------------------- INTRODUCTION This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission (the "Commission") on July 7, 1999, as amended and supplemented by Amendment No. 1, filed on August 2, 1999 (the "Schedule 14D-1"), by Innovex, Inc., a Minnesota corporation ("Parent") and Innovex Acquisition Corp., a Delaware corporation ("Purchaser"), in connection with the offer to purchase all the outstanding shares of common stock, par value $0.01 per share (the "Shares") of ADFlex Solutions, Inc., a Delaware corporation (the "Company"), at a price of $3.80 per share, net to the tendering stockholder in cash, upon the terms and subject to the conditions set forth in the Offer to Purchaser, dated as of July 7 ,1999 (the "Offer to Purchase"), and the related Letter of Transmittal. This Amendment No. 2 also constitutes Amendment No. 2 to the Statement on Schedule 13D, filed with the Commission on July 7, 1999, and amended August 2, 1999, with respect to the shares owned by Parent (the "Schedule 13D"). Capitalized terms not defined in this Amendment No. 2 have the meanings given them in the Offer to Purchase. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 6 of the Schedule 14D-1 and Item 5 of the Schedule 13D are hereby amended to add the following information: Immediately following the expiration of the Offer at 11:59 p.m., New York City time, Tuesday, August 3, 1999 (the "Expiration Date"), based on information provided by the Depositary, Purchaser accepted for payment a total of 6,865,119 shares, representing approximately 76.1% of the shares outstanding as of the date of this Amendment No. 2. ITEM 10. ADDITIONAL INFORMATION Item 10(f) of the Schedule 14D-1 is hereby amended to add the following information: The offer expired at 11:59 p.m., New York City time, on Tuesday, August 3, 1999. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 of the Schedule 14D-1 is hereby amended and supplemented by adding the following exhibit: 99(a)(2) Press Release, dated August 4, 1999, issued by Innovex, Inc. SIGNATURES 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: August 4, 1999 INNOVEX ACQUISITION CORPORATION By: /s/ DOUGLAS W. KELLER -------------------------------- Name: Douglas W. Keller Title: Vice President, Finance INNOVEX, INC. By: /s/ DOUGLAS W. KELLER -------------------------------- Name: Douglas W. Keller Title: Vice President, Finance EX-99.A-2 2 EXHIBIT 99(A)(2) NEWS RELEASE INNOVEX, INC. CONTACT: 530 - 11th Avenue South Douglas W. Keller, V.P. of Finance Hopkins, MN 55343 Telephone: 612-938-4155 Facsimile: 612-938-7718 Internet: http://www.innovexinc. com INNOVEX, INC. COMPLETES TENDER OFFER FOR ADFLEX SOLUTIONS August 4, 1999--Hopkins, MN--Innovex, Inc. (Nasdaq: INVX) announced today that it has successfully completed its tender offer to purchase shares of common stock of ADFlex Solutions, Inc. ("ADFlex") for $3.80 per share. The combined company is now the largest flexible circuit manufacturer in North America. As of the expiration of the offer, 6,865,119 shares of ADFlex stock (approximately 76% of the outstanding shares) had been validly tendered and not withdrawn in the offer (including those shares tendered pursuant to guaranteed delivery procedures), all of which have been accepted by Innovex. Following the consummation of the tender offer, ADFlex will merge into a subsidiary of, and be wholly owned by, Innovex. Innovex expects to complete the merger within the next few weeks. Innovex is a diversified manufacturer of electrical components, primarily flexible circuits for the computer, medical and telecommunication markets. Innovex is known worldwide for its excellence in advanced engineering and low cost manufacturing. # # # -----END PRIVACY-ENHANCED MESSAGE-----