-----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, KPinslsUhzAW1z0NfG5mvQcFbWD+dSScpnb+/wJCfXjRE8tfOMYDnBkw81YByej/ 2TIrnF25h3EvG7Q1ClJpUw== 0001104659-07-039514.txt : 20070514 0001104659-07-039514.hdr.sgml : 20070514 20070514171155 ACCESSION NUMBER: 0001104659-07-039514 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070514 DATE AS OF CHANGE: 20070514 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL ELECTRONICS INC CENTRAL INDEX KEY: 0000717751 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 042654231 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: 1934 Act SEC FILE NUMBER: 005-41233 FILM NUMBER: 07847428 BUSINESS ADDRESS: STREET 1: 427 TURNPIKE ST CITY: CANTON STATE: MA ZIP: 02072 BUSINESS PHONE: 6178215566 MAIL ADDRESS: STREET 1: 427 TURNPIKE STREET CITY: CANTON STATE: MA ZIP: 02021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL ELECTRONICS INC CENTRAL INDEX KEY: 0000717751 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 042654231 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: 427 TURNPIKE ST CITY: CANTON STATE: MA ZIP: 02072 BUSINESS PHONE: 6178215566 MAIL ADDRESS: STREET 1: 427 TURNPIKE STREET CITY: CANTON STATE: MA ZIP: 02021 SC 14D9 1 a07-14254_5sc14d9.htm SC 14D9

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

 

International Electronics, Inc.

(Name of Subject Company)

 

International Electronics, Inc.

(Name of Person(s) Filing Statement)

 

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

 

459436507

(CUSIP Number of Class of Securities)

 

John Waldstein

President, Chief Executive Officer, Treasurer, Chief Financial Officer and Chairman of the Board

International Electronics, Inc.

427 Turnpike Street

Canton, Massachusetts 02021

(781) 821-5566

(Name, Address, and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Person(s) Filing Statement)

 

Copies To:

James W. Hackett, Jr., Esq.

Frederick P. Callori, Esq.

Choate, Hall & Stewart LLP

Two International Place

Boston, MA 02110

(617) 248-5000

o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 




This Amendment No. 7 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2007, as amended and supplemented by Amendment No. 1 filed with the SEC on March 20, 2007, Amendment No. 2 filed with the SEC on March 28, 2007, Amendment No. 3 filed with the SEC on April 2, 2007, Amendment No. 4 filed with the SEC on April 13, 2007, Amendment No. 5 filed with the SEC on May 3, 2007 and Amendment No. 6 filed with the SEC on May 4, 2007 (as amended and supplemented, the “Statement”) by International Electronics, Inc., a Massachusetts corporation (the “Company” or “IEI”), relating to the tender offer by RISCO Ltd., through its Rokonet Industries, U.S.A., Inc. subsidiary (“RISCO”), to acquire all of the Company’s issued and outstanding capital stock at a price of $4.00 per share, upon the terms and subject to the conditions described in the Tender Offer Statement of Schedule TO originally filed by RISCO with the SEC on March 6, 2007 (as amended and supplemented, the “Schedule TO”).

Item 9.    Exhibits.

Item 9 of the Statement is hereby amended and supplemented by adding the following thereto:

Exhibit No.

a(8)         Press Release issued by International Electronics, Inc. dated May 14, 2007

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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.

INTERNATIONAL ELECTRONICS, INC

 

 

 

 

 

 

 

By:

/s/ John Waldstein

 

 

 

John Waldstein

 

 

President, Chief Executive Officer,

 

 

Treasurer, Chief Financial Officer

 

 

and Chairman of the Board

Date: May 14, 2007

 

 

 

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EX-99.(A)(8) 2 a07-14254_5ex99da8.htm EX-99.(A)(8)

Exhibit 99.(a)(8)

Glass Lewis, a Leading Provider of Proxy Voting Services,
Recommends International Electronic’s Shareholders Vote
“AGAINST” the Voting Rights Proposal

Glass Lewis Also Recommends IEI Shareholders Vote the White Proxy to Support the Election of Leslie Charm

Canton, MA: May 14, 2007 International Electronics, Inc. (OTC Bulletin Board: IEIB.OB), said today that Glass Lewis, a leading provider of proxy voting and corporate governance solutions to the institutional marketplace, has recommended that IEIB shareholders use management’s White proxy form to vote their shares at IEIB’s Shareholder Meeting on May 18, 2007 against the voting rights proposal and in favor of Leslie Charm as a director. Glass Lewis recommends that shareholders DO NOT VOTE the blue dissident proxy.

Glass Lewis is widely recognized as a leading provider of proxy voting and corporate governance solutions to the institutional marketplace. Its analyses and recommendations are relied upon by institutional investment firms, mutual funds and fiduciaries worldwide.

In its analysis, Glass Lewis stated that a waiver of the control share acquisition provision “would represent a setback to the interests of shareholders.”

“We are extremely pleased that highly a respected proxy voting services firm and advisory organization such as Glass Lewis has recognized the fact that voting for the voting rights proposal could be detrimental to the interests of shareholders,” said Mr. John Waldstein, Chairman of the Board and Chief Executive Officer of IEIB.

If you need assistance voting your shares, please call IEIB’s proxy solicitor, Morrow & Co. at 1-800-662-5200.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

Statements in this press release referring to the expected future plans and performance of IEI are forward-looking statements.  Actual future results may differ materially from such statements.  Factors that could affect future performance include, but are not limited to:  the consummation or failure to consummate any business combination, including the tender offer commenced by

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Risco; the loss of one of IEI’s large customers or the cancellation or deferral of purchases of IEI’s products; the loss of one of IEI’s distribution partners or the failure of the partner to devote adequate resources to the sale of our products; changes in general economic conditions; limitations imposed by IEI’s limited financial resources; IEI’s dependence on certain key employees; any failure by IEI to successfully select, develop, manufacture and market new products or enhance its existing products; fluctuations in IEI’s sales and operating results; IEI’s ability to successfully compete; the expense resulting to IEI from future investments and acquisitions and IEI’s ability to integrate acquired products, technologies or businesses; IEI’s ability to protect its intellectual property rights; the reliability of offshore production undertaken by IEI; IEI’s dependence upon sole source suppliers for certain key components; the risks associated with international sales; and the limited market for IEI’s common stock and the volatility of its share price.

About International Electronics, Inc.

International Electronics, Inc. (IEI), an ISO9001:2000 certified manufacturer, designs, manufactures, markets and sells electronic access control equipment and browser-managed security platforms used in residential and commercial security systems and wireless access control and fleet management systems for industrial mobile asset applications.  IEI’s products include its Door-Gard(TM) and Secured Series(TM) access control lines, its LS line of integrated battery operated door locks, its eMerge(TM) browser-managed access and security management products and its line of PowerKey(TM) industrial access control and fleet management products.  IEI markets its security management and access control products to leading distribution and electronic security installation companies, and its PowerKey(TM) products directly to material handling equipment users worldwide.  For more information about IEI, visit www.ieib.com.

Additional Information and Where to Find It

IEI filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC on March 16, 2007 regarding Risco’s unsolicited tender offer, and has subsequently filed amendments thereto.  On April 27, 2007, IEI both filed a definitive proxy statement with the SEC and mailed the proxy statement to its shareholders, which proxy statement in part relates to the tender offer commenced by Risco.  IEI advises its shareholders to read both the Schedule 14D-9, including any amendments thereto, and IEI’s proxy statement, because these documents contain additional information important to the shareholders’ interests in Risco’s offer and the related consent solicitation.  Shareholders may obtain a free copy of the Schedule 14D-9, and any amendments thereto, and the definitive proxy statement on the SEC’s web site at www.sec.gov, on IEI’s web site at www.ieib.com, or by contacting IEI’s information agent, Morrow & Co., Inc. at (203) 658-9400.

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