-----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, AznGrbrKTN1ryay+LdbUpyDYuDX+bGqvaMDugXbbtdFqG6VPKfk5qbXdwzALUA05 9yMnG1BzlqSDM6MtNPCumA== 0000700941-02-000041.txt : 20020719 0000700941-02-000041.hdr.sgml : 20020719 20020719165619 ACCESSION NUMBER: 0000700941-02-000041 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020719 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED REMOTE COMMUNICATION SOLUTIONS CENTRAL INDEX KEY: 0000700941 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 330644381 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34273 FILM NUMBER: 02706933 BUSINESS ADDRESS: STREET 1: 10675 SORRENTO VALLEY ROAD STREET 2: STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8586570146 MAIL ADDRESS: STREET 1: 10675 SORRENTO VALLEY ROAD STREET 2: STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL CORP /CA/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BOATRACS INC /CA/ DATE OF NAME CHANGE: 19950123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED REMOTE COMMUNICATION SOLUTIONS CENTRAL INDEX KEY: 0000700941 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 330644381 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 10675 SORRENTO VALLEY ROAD STREET 2: STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8586570146 MAIL ADDRESS: STREET 1: 10675 SORRENTO VALLEY ROAD STREET 2: STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL CORP /CA/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BOATRACS INC /CA/ DATE OF NAME CHANGE: 19950123 SC TO-I/A 1 amd1totoi.txt AMENDMENT 1 TO TENDER OFFICER Securities and Exchange Commission Washington, DC 20549 Schedule TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Advanced Remote Communication Solutions, Inc. (Name of Subject Company (issuer)) Advanced Remote Communication Solutions, Inc. (Names of Filing Persons (offeror)) Series B Preferred Stock (Title of Class of Securities) Not Applicable (CUSIP Number of Class of Securities) Brandon Nixon Chairman of the Board, President and Chief Executive Officer Advanced Remote Communication Solutions, Inc. 10675 Sorrento Valley Road San Diego, California 92121 (858) 657-0100 (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of filing persons) Calculation of Filing Fee Transaction valuation $1,170,833 Amount of Filing Fee $107.72* The aggregate principal amount of the Series B Preferred Stock of Advanced Remote Communication Solutions, Inc. sought for exchange equals $3,512,500. Advanced Remote Communication Solutions, Inc. has an accumulated capital deficit and thus pursuant to Rule 0-11(a)(4) of the Exchange Act, the transaction value for purposes of calculating the filing fee is $1,170,833. * Previously paid. [ ] Check 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: Not Applicable Form or Registration No.: Not Applicable Filing Party: Not Applicable DATE FILED: Not Applicable [ ] 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: [ ] third-party tender offer subject to Rule 14d-1. [X] 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. 1 to Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement (the "Schedule TO") filed by Advanced Remote Communication Solutions, Inc., a California corporation (the "Company"), on June 27, 2002, relating to the offer by the Company to exchange shares of its Series C-3 Preferred Stock for issued and outstanding shares of its Series B Preferred Stock, under the terms and conditions set forth in the Offering Statement for Series C Preferred Stock dated June 27, 2002 along with the Offering Statement Supplement dated July 19, 2002 (the "Supplement"). Item 3. Identity and Background of Filing Person Item 3 of the Schedule TO is hereby amended and supplemented by adding the following: The Company is the filing person and subject company. Pursuant to General Instruction C to Schedule TO, the following persons are the directors and/or executive officers of the Company: Name Title Brandon L. Nixon Chairman, Director, Chief Executive Officer Joseph M. Niehaus Director Harvey Gettleson Director Michael L. Silverman Director Mohammed G. Abutaleb Director, President, ICTI Charles J. Drobny, Jr. Chief Operating Officer, Boatracs John R. Westgarth President, Enerdyne Dean B. Kernus Chief Financial Officer and Secretary The business address and telephone number for all of the above directors and executive officers is c/o Advanced Remote Communication Solutions, Inc., 10675 Sorrento Valley Road, Suite 200, San Diego, California 92121 and (858) 657-0100. Item 8. Interests in Securities of the Subject Company Item 8 of the Schedule TO is hereby amended and supplemented by adding the following: None. Item 12. Exhibits Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: (a)(9) Offering Statement Supplement. 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. Advanced Remote Communication Solutions, Inc. By: /s/ Brandon Nixon Name: Brandon Nixon Title: Chairman of the Board, President and Chief Executive Officer Date: July 19, 2002 EX-99 4 supptotoi.txt SUPPLEMENT TO TENDER OFFER SUPPLEMENT TO OFFERING STATEMENT FOR SERIES C PREFERRED STOCK ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC. A California Corporation 10675 Sorrento Valley Road, Suite 200 San Diego, CA 92121 July 19, 2002 Advanced Remote Communication Solutions, Inc., a California corporation (the "Company"), previously distributed an Offering Statement for Series C Preferred Stock (the "Offering Statement"). This supplement to the Offering Statement (the "Supplement") amends and supplements our offer to exchange all of the outstanding shares of Series B Preferred Stock for shares of Series C-3 Preferred Stock. All capitalized terms not defined herein have the meanings ascribed to them in the Offering Statement. Please note the following: SUMMARY OF TERMS QUESTIONS AND ANSWERS The following supplements the Offering Statement: HOW WILL SECURITIES BE ACCEPTED FOR EXCHANGE AND HOW WILL PAYMENT BE MADE? Upon the terms and conditions set forth in the Offering Statement, we will accept for exchange on the Expiration Date all shares that are properly tendered on or prior to the Expiration Date and not withdrawn, together with a completed Exchange and Subscription Agreement. We will make payment for shares which we accept by the third New York business day following the acceptance date, or as soon thereafter as possible. HOW WILL I BE NOTIFIED IF THE COMPANY CHOOSES TO EXTEND THE EXCHANGE OFFER? We will notify you of any extension through a press release or other public announcement. THE TRANSACTIONS General Description The following supplements the Offering Statement: Additional Terms of the Transactions In connection with the Financing: o Michael Silverman, Irene Shinsato, Scott Boden, QUALCOMM and Lexington entered into separate voting agreements with the Company and Housatonic pursuant to which they agreed to vote all of their shares of capital stock of the Company to (i) approve an increase in the reserve of shares under the Company's 1996 Stock Option Plan by 4,500,000 shares and (ii) approve the sale of the assets of the Company associated with the Boatracs division in the event Housatonic exercises the option described in clause (vii) under the caption "General Description" above.. o The board of directors of the Company was set at 5. o Scott Boden, Andrew Werth, Douglas Dwyer and Daniel Flanagan resigned from the board of directors of the Company. o Brandon Nixon, Joseph Niehaus and Harvey Gettleson were appointed as members of the board of directors of the Company. o Holders of outstanding Series C1 Preferred Stock and Series C2 Preferred Stock, voting together as a single class, will be entitled to (a) elect two members of the Company's board of directors for so long as shares of outstanding Series C Preferred Stock equal at least 10% of the common stock of the Company on an as converted basis or (b) elect one member of the Company's board of directors for so long as shares of outstanding Series C Preferred Stock equal at least 5% of the common stock of the Company on an as converted basis. o Holders of outstanding Series C3 Preferred Stock will be entitled to elect one members of the Company's board of directors for so long as shares of outstanding Series C Preferred Stock equal at least 5% of the common stock of the Company on an as converted basis. o Michael Silverman resigned as the Chief Executive Officer and Chairman of the Company. o Brandon Nixon was appointed as the Chief Executive Officer and Chairman of the Company. o The Company entered into an employment agreement with Brandon Nixon granting him an option to purchase 3,000,000 shares of the Company's Common Stock. o Holders of Series C Preferred Stock (including, without limitation, any persons holding shares of Series C-3 Preferred Stock as a result of the Exchange Offer) were granted demand registration rights exercisable by holders of a majority of the Series C Preferred Stock then outstanding; provided, however, that the Company is not obligated to effect a registration pursuant to such demand registration rights more than twice in the aggregate nor more than once in any 12-month period. o The holders of Series C Preferred Stock (including, without limitation, any persons holding shares of Series C-3 Preferred Stock as a result of the Exchange Offer) were granted a right of first refusal to purchase their pro rata share of all equity securities that the Company may from time to time propose to sell and issue, subject to customary exclusions. THE OFFERING Summary of the Offering The reference to "as of May 31, 2002" should be deleted and ignored. The paragraph now reads as follows. The Company is making (1) the Exchange Offer to each holder of its Series B Preferred Stock (each a "Series B Holder"), who is an Accredited Investor, under the terms described herein, and (2) the Purchase Offer to each Series B Holder, other than Lexington, who is an Accredited Investor, under the terms described herein. Exchange Offer The Company is making the Exchange Offer to provide all accredited investors holding shares of Series B Preferred Stock with the opportunity to acquire shares of Series C-3 Preferred Stock on the same terms and conditions as those provided in the Stock Purchase Agreement. The Company committed pursuant to the terms of the Stock Purchase Agreement to commence the Exchange Offer as soon as practicable following the closing of the transactions contemplated by the Stock Purchase Agreement. All shares of Series B Preferred Stock of the Company acquired in the Exchange Offer will be retired. The following sentence should be deleted and ignored "The purpose of the Exchange Offer is to acquire and retire all outstanding shares of the Company's Series B Preferred Stock." -----END PRIVACY-ENHANCED MESSAGE-----