-----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, K5POGA+uBcFAAwLpowKvYiQGQbMKcTMyq3w2nKS1ou4vijs9ipy8L7fqXSPFETpP SQJiANkrKaHz3tk+eSHU/g== 0000950116-04-000078.txt : 20040107 0000950116-04-000078.hdr.sgml : 20040107 20040107165257 ACCESSION NUMBER: 0000950116-04-000078 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INVIVO CORP CENTRAL INDEX KEY: 0000806168 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770115161 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38841 FILM NUMBER: 04513604 BUSINESS ADDRESS: STREET 1: 4900 HOPYARD RD STE 210 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 5104687600 MAIL ADDRESS: STREET 1: 4900 HOPYARD RD STE 210 CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: SAFETYTEK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SENSOR CONTROL CORP DATE OF NAME CHANGE: 19911023 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERMAGNETICS GENERAL CORP CENTRAL INDEX KEY: 0000351012 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 141537454 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 450 OLD NISKAYUNA RD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 BUSINESS PHONE: 5187821122 MAIL ADDRESS: STREET 1: 450 OLD NISKAYUNA ROAD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 SC TO-T/A 1 scto-ta.txt SC TO-T/A ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- Schedule TO/A Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) ---------------- Invivo Corporation (Name of Subject Company) ---------------- Invivo Acquisition Corporation Intermagnetics General Corporation (Name of Filing Persons (Offeror)) ---------------- Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) ---------------- 461858102 (CUSIP Number of Class of Securities) ---------------- Glenn H. Epstein Chairman and Chief Executive Officer INTERMAGNETICS GENERAL CORPORATION 450 Old Niskayuna Road P.O. Box 461 Latham, New York 12110 (518) 782-1122 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) Copy to: Clare O'Brien, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 (212) 848-4000
CALCULATION OF FILING FEE =========================================================== ======================================================== Transaction Valuation* Amount of Filing Fee** - ----------------------------------------------------------- -------------------------------------------------------- - ----------------------------------------------------------- -------------------------------------------------------- $152,034,519.66 $12,299.59 =========================================================== ======================================================== * Estimated for purposes of calculating the amount of the filing fee only. The fee was calculated by multiplying $22.00, the per share tender offer price, by the 5,970,156 currently outstanding shares of Common Stock sought in the Offer, which gives an aggregate consideration of $131,343,432.00 (the "Common Stock Consideration"). The Common Stock Consideration was then added to $20,691,087.66, being the net consideration for the Subject Company's 1,448,662 stock options, to arrive at a total transaction value of $152,034,519.66. ** Calculated as 0.008090% of the transaction value. |X| Check the 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: $12,299.59 Filing Party: Intermagnetics General Corporation Form or Registration No.: Schedule TO Date Filed: December 23, 2003 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes 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 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 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed on December 23, 2003 by Invivo Acquisition Corporation f/k/a Magic Subsidiary Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Intermagnetics General Corporation, a New York corporation ("Parent"). The Schedule TO relates to the Offer by Purchaser to purchase all outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Invivo Corporation, a Delaware corporation (the "Company"), at a purchase price of $22.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 23, 2003 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1) and (a)(2) (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase or the Schedule TO. Item 11. Additional Information. Item 11 of the Schedule TO is hereby amended and supplemented by the following: The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired at 11:59 p.m. on January 6, 2004 without a request for additional information or documentary material. Item 12. Material to Be Filed as Exhibits. (a)(1) Offer to Purchase dated December 23, 2003.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter from Purchaser to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.* (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Summary Advertisement as published in The New York Times on December 23, 2003.* (a)(8) Joint Press Release issued by Parent and the Company on December 18, 2003 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C of Parent and Purchaser filed on December 18, 2003). (b)(1) Credit Agreement among Parent, as Borrower, and the domestic subsidiaries of Parent, as Guarantors, the lenders parties thereto, JPMorgan Chase Bank, as Syndication Agent, KeyBank, N.A., as Documentation Agent, and Wachovia Bank, N.A., as Administrative Agent, dated as of December 17, 2003.* (d)(1) Agreement and Plan of Merger, dated as of December 17, 2003, among Parent, Purchaser, and the Company (incorporated by reference to Exhibit 99.2 to the Form 8-K of Parent filed on December 18, 2003). (d)(2) Confidentiality Letter Agreement, dated November 21, 2003, between Parent and the Company.* (g) None. (h) None. 99.1 Press Release issued by Parent on January 7, 2004. - ----------------------------------------- * Incorporated by reference to the Schedule TO filed by Purchaser and Parent on December 23, 2003. 1 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: January 7, 2004 INVIVO ACQUISITION CORPORATION By: /s/ Glenn H. Epstein ------------------------------- Name: Glenn H. Epstein Title: President 2 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: January 7, 2004 INTERMAGNETICS GENERAL CORPORATION By: /s/ Glenn H. Epstein ------------------------------------- Name: Glenn H. Epstein Title: Chairman and Chief Executive Officer 3 EXHIBIT INDEX Exhibit No. - ------- (a)(1) Offer to Purchase dated December 23, 2003.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter from Purchaser to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.* (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Summary Advertisement as published in The New York Times on December 23, 2003.* (a)(8) Joint Press Release issued by Parent and the Company on December 18, 2003 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C of Parent and Purchaser filed on December 18, 2003). (b)(1) Credit Agreement among Parent, as Borrower, and the domestic subsidiaries of Parent, as Guarantors, the lenders parties thereto, JPMorgan Chase Bank, as Syndication Agent, KeyBank, N.A., as Documentation Agent, and Wachovia Bank, N.A., as Administrative Agent, dated as of December 17, 2003.* (d)(1) Agreement and Plan of Merger, dated as of December 17, 2003, among Parent, Purchaser, and the Company (incorporated by reference to Exhibit 99.2 to the Form 8-K of Parent filed on December 18, 2003). (d)(2) Confidentiality Letter Agreement, dated November 21, 2003, between Parent and the Company.* (g) None. (h) None. 99.1 Press Release issued by Parent on January 7, 2004. - ----------------------------------------- * Incorporated by reference to the Schedule TO filed by Purchaser and Parent on December 23, 2003. 4 EX-99 3 ex99-1.txt EXHIBIT 99.1 Confidential & Draft 1aGHE - -------------------------- FOR IMMEDIATE RELEASE Contact: Glenn Epstein NASDAQ:IMGC Chairman & CEO Contact: Cathy Yudzevich IR Specialist (518) 782-1122 INTERMAGNETICS' ACQUISITION OF INVIVO CORPORATION CLEARS REGULATORY REVIEW WAITING PERIOD LATHAM, NY, January 7, 2004--Intermagnetics General Corporation (NASDAQ:IMGC), today announced that the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976 has expired without any requests for additional information or documentary material regarding Intermagnetics' acquisition of Invivo Corporation. Intermagnetics is now able to proceed with the acquisition, subject to satisfaction or waiver of conditions contained in the merger agreement and described in the offer to purchase dated December 23, 2003 that has been distributed to the stockholders of Invivo. In connection with the tender offer, Intermagnetics has filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the "SEC"). Stockholders of Invivo are advised to read this, the offer to purchase, Invivo's solicitation/recommendation statement on Schedule 14D-9 and any other documents related to the tender offer that are filed with the SEC when they become available. Stockholders of Invivo may obtain copies of these documents without charge, when available, at the SEC's website at www.sec.gov or from Intermagnetics, attn: Cathy Yudzevich, IR Specialist, PO Box 461, Latham, New York, 12110-0461, Fax (518) 783-2602. Intermagnetics (http://www.igc.com), drawing on the financial strength, operational excellence and technical leadership in its core businesses of Magnetic Resonance Imaging and Instrumentation, has become a prominent participant in superconducting applications for Energy Technology. The company has a more than 30-year history as a successful developer, manufacturer and marketer of superconducting materials, radio-frequency coils, magnets and devices utilizing low- and high-temperature superconductors and related cryogenic equipment. ### -----END PRIVACY-ENHANCED MESSAGE-----