-----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, LfeifTwdawsntiHD/YTgeAmXFe25hYx7dJWIWq440VyAvjnsYhFDAkYLOcKLGlQ9 mgvMTfNsKZ6LpOFR57lRYw== 0000950142-01-500036.txt : 20010504 0000950142-01-500036.hdr.sgml : 20010504 ACCESSION NUMBER: 0000950142-01-500036 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010503 GROUP MEMBERS: MAUI ACQUISITION CORP. GROUP MEMBERS: PITNEY BOWES INC /DE/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALYSIS TECHNOLOGIES INC CENTRAL INDEX KEY: 0001013033 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943161772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-49891 FILM NUMBER: 1621699 BUSINESS ADDRESS: STREET 1: 1900 POWELL STREET SUITE 600 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5104507000 MAIL ADDRESS: STREET 1: 1900 POWELL STREET SUITE 600 CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: IA CORP DATE OF NAME CHANGE: 19960428 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PITNEY BOWES INC /DE/ CENTRAL INDEX KEY: 0000078814 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 060495050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: WORLD HEADQUARTERS 61-11 STREET 2: ONE ELMCROFT ROAD CITY: STAMFORD STATE: CT ZIP: 06926 BUSINESS PHONE: 2033565000 SC TO-T/A 1 scheduletot-a3.txt AMENDMENT NO.3 SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.3) ALYSIS TECHNOLOGIES, INC. (Name of Subject Company (Issuer)) PITNEY BOWES INC. and MAUI ACQUISITION CORP. (Name of Filing Persons (Offerors)) Common Stock, Par Value $0.01 (Title of Class of Securities) 449194109 (CUSIP Number of Class of Securities) SARA MOSS, ESQ. PITNEY BOWES INC. WORLD HEADQUARTERS STAMFORD, CONNECTICUT 06926-0700 COPIES TO: DOUGLAS A. CIFU, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019-6064 (212) 373-3000 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) 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: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13c-4. [_] going-private transaction subject to Rule 13e-3. [X] 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: [X] This Amendment No. 3 (the "Final Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed on March 29, 2001 (as subsequently amended and supplemented, the "Schedule TO") by Maui Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Pitney Bowes Inc., a Delaware corporation ("Parent"). On April 13, 2001, the Purchaser and Parent filed Amendment No.1 to Schedule TO. On April 26, 2001, the Purchaser and Parent filed Amendment No. 2 to Schedule TO. The Schedule TO related to the offer by the Purchaser to purchase all the outstanding shares of common stock, par value $0.01 per share (the "Common Shares"), of Alysis Technologies, Inc. (the "Company") and all the outstanding shares of class B common stock of the Company, par value $0.01 per share (the "Class B Shares" and, together with the Common Shares, the "Shares"), at a purchase price of $1.39 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 March 29, 2001 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments and supplements thereto, collectively constitute the "Offer") copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO. ITEM 6 PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS and ITEM 8 INTEREST IN SECURITIES OF THE COMPANY Item 6 and 8 of Schedule TO are amended and supplemented to include the following information: "The Offer expired at 5:00 p.m., New York City time, on Wednesday, May 2, 2001, following the expiration of a Subsequent Offering Period begun at 9:00 a.m. New York City time on April 26, 2001. Based upon a preliminary count from the Depositary, as of 5:00 p.m. New York City time, May 2, 2001, approximately 10,231,369 Common Shares and 2,417,112 Class B Shares had been tendered pursuant to the Offer prior to the expiration of the Subsequent Offering Period. Such Shares constituted approximately 91.26% of the outstanding Common Shares and 100% of the outstanding Class B Shares. All Shares validly tendered and not withdrawn prior to 12:00 midnight, New York City time on April 25, 2001 (the initial expiration date of the Offer), were accepted for payment pursuant to the terms of the Offer. Payment for such accepted Shares has been made to the Depositary on April 27, 2001. The Depositary has been instructed to immediately accept and promptly pay for all validly tendered Shares as they are tendered during the Subsequent Offering Period. Parent intends to effect the Merger of the Purchaser with and into the Company on May 3, 2001, or as soon as practicable thereafter. Since the Purchaser owns more than 90% of each class of the Company's outstanding classes of capital stock entitled to vote on the Merger, under Section 253 of the DGCL, the Merger will be consummated without a vote or a meeting of the Stockholders. Pursuant to the Merger, Shares that were not 2 tendered into the Offer (other than Shares held in the treasury of the Company or Shares owned by the Purchaser, which Shares will be cancelled without any conversion thereof and no payment or distributions will be made with respect thereto) will be canceled and converted automatically into the right to receive $1.39 per Share in cash (subject to applicable withholding taxes), without interest, subject to the rights of the holders of non-tendered Shares to seek appraisal of the fair market value thereof pursuant to Section 262 of the DGCL. Following the Merger, the Company will become a wholly owned subsidiary of Pitney Bowes." ITEM 12 EXHIBITS Item 12 of the Schedule TO is hereby amended and supplemented by adding thereto the following: (a)(1)(I) Text of the Press Release issued by Pitney Bowes Inc. and Alysis Technologies, Inc. on May 3, 2001 3 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. Dated: May 3, 2001 Pitney Bowes Inc. By: /s/ Bruce P. Nolop ------------------------- Name: Bruce P. Nolop Title: Executive VP & CFO Maui Acquisition Corp. By: /s/ Bruce P. Nolop ------------------------- Name: Bruce P. Nolop Title: Executive Officer 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION -------------- ----------- (a)(1)(I) Text of the Press Release issued by Pitney Bowes Inc. and Alysis Technologies, Inc. on May 3, 2001 5 EX-99.(A)I1)(I) 2 ex-a1i.txt PRESS RELEASE FOR IMMEDIATE RELEASE Contacts: Chris Tessier Manager, Media Relations 203-351-7210 tessiech@pb.com Scott Gerschwer Manager, Media Relations 203-739-3163 gerschsc@pb.com Kris Otridge Lippert Heilshorn& Associates, Inc. 415-433-3777 kris@LHAI-SF.com PITNEY BOWES COMPLETES TENDER OFFER FOR SHARES OF ALYSIS TECHNOLOGIES STAMFORD, CT. and EMERYVILLE, CA-- (May 3, 2001) -- Pitney Bowes Inc. (NYSE: PBI) announced the successful completion of its tender offer for all the issued and outstanding shares of common stock of Alysis Technologies, Inc. (OTCBB: ALYS). The offer, priced at $1.39 per share, expired at 5:00 p.m. New York City time on May 2, 2001, following the expiration of a subsequent offering period begun at 9:00 a.m. New York City time on April 26, 2001. At last count, 10,231,369 shares of Alysis common stock, representing approximately 91.26% of the outstanding shares of Alysis common stock, and 2,417,112 shares of Alysis class B common stock, representing 100% of the outstanding shares of Alysis class B common stock, have been tendered prior to the expiration of the subsequent offering period. Pitney Bowes, through its wholly-owned subsidiary Maui Acquisition Corp., has accepted for payment all the shares validly tendered and not properly withdrawn at 12:00 midnight, New York City time on April 25, 2001 (the initial expiration date of the offer), and has made payment for such shares to Wilmington Trust Company, the depositary, on April 27, 2001. It has also instructed Wilmington Trust to immediately accept and promptly pay for all validly tendered shares as they are tendered during the subsequent offering period. Pitney Bowes expects to cause Maui to merge with Alysis on May 3, 2001 or as soon as practicable thereafter. Once the proposed merger is effective, Alysis will then become a Page 1 of 2 wholly-owned subsidiary of Pitney Bowes. The acquisition will give Pitney Bowes industry-leading software and services that integrate web-enabled documents into overall e-commerce strategies and complement the company's existing capabilities and expertise in this rapidly emerging market. The merger is expected to be consummated without a vote or meeting of Alysis' stockholders. However, as part of the merger, each of the remaining Alysis shares of common stock, other than shares for which appraisal rights have been demanded, will be converted into $1.39 in cash, without interest. PITNEY BOWES INC. is a $4 billion global provider of integrated mail and document management solutions headquartered in Stamford, Connecticut. Pitney Bowes serves over 2 million businesses of all sizes through dealer and direct operations. Its docSense unit is the premier global provider of solutions for the creation and distribution of efficient and effective documents in paper and digital form. Additional information about Pitney Bowes or Pitney Bowes docSense is available at www.pitneybowes.com or www.docsense.pb.com. ALYSIS TECHNOLOGIES, INC. is a provider of component-based e-billing software that snaps-in to any major e-commerce implementation. Its modular WorkOut products enable companies to solve complex business problems via streamlining billing, payment, processing, dispute management, workflow and data analysis. Additional information about Alysis is available at www.alysis.com. This release contains "forward-looking statements" based on management's expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ from those expressed. Factors that could cause differences include: Pitney Bowes' success in obtaining, retaining and selling additional services to clients; the pricing of products and services; overall economic trends, including interest rate and foreign currency trends; stock market activity; electronic bill presentment and payment industry changes; employment levels; changes in technology; availability of skilled technical associates; and the impact of new acquisitions. # # # Page 2 of 2 -----END PRIVACY-ENHANCED MESSAGE-----