-----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, RSxbF8irhTnTcZBt56vbOw1Qve5dpn5hBsLSu9o8h8Ke7d8KsNtpyfvdLer+mTb9 /RvAiA70tWNQilljROS+7w== 0001193125-09-078808.txt : 20090414 0001193125-09-078808.hdr.sgml : 20090414 20090414170337 ACCESSION NUMBER: 0001193125-09-078808 CONFORMED SUBMISSION TYPE: SC14D9C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090414 DATE AS OF CHANGE: 20090414 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFOCUS CORP CENTRAL INDEX KEY: 0000845434 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 930932102 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC14D9C SEC ACT: 1934 Act SEC FILE NUMBER: 005-41347 FILM NUMBER: 09749218 BUSINESS ADDRESS: STREET 1: 27700B SW PARKWAY AVE CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036858888 MAIL ADDRESS: STREET 1: 27700B SW PARKWAY AVE CITY: WILSONVILLE STATE: OR ZIP: 97070 FORMER COMPANY: FORMER CONFORMED NAME: IN FOCUS SYSTEMS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFOCUS CORP CENTRAL INDEX KEY: 0000845434 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 930932102 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC14D9C BUSINESS ADDRESS: STREET 1: 27700B SW PARKWAY AVE CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036858888 MAIL ADDRESS: STREET 1: 27700B SW PARKWAY AVE CITY: WILSONVILLE STATE: OR ZIP: 97070 FORMER COMPANY: FORMER CONFORMED NAME: IN FOCUS SYSTEMS INC DATE OF NAME CHANGE: 19930328 SC14D9C 1 dsc14d9c.htm SCHEDULE 14D9C Schedule 14D9C

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)

OF THE SECURITIES EXCHANGE ACT OF 1934

InFocus Corporation

(Name of Subject Company)

InFocus Corporation

(Names of Person(s) Filing Statement)

Common stock, without par value

(Title of Class of Securities)

45665B106

(CUSIP Number of Class of Securities)

Robert G. O’Malley

President and Chief Executive Officer

InFocus Corporation

27500 SW Parkway Avenue

Wilsonville, Oregon 97070

503 685-8888

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With a copy to:

Bruce A. Robertson

Garvey Schubert Barer

Eighteenth Floor

1191 Second Avenue

Seattle, Washington 98101

(206) 464-3939

 

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

 

 

 


IMPORTANT INFORMATION

This filing is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of InFocus Corporation (the “Company”) common stock described in this filing has not commenced. At the time the expected tender offer is commenced, Image Holdings Corporation and IC Acquisition Corp. expect to file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and the Company expects to file a solicitation/recommendation statement with respect to the tender offer. Investors and the Company’s shareholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and other offer documents) and the related solicitation/recommendation statement prior to making any decisions with respect to the tender offer because they will contain important information, including the terms and conditions of the tender offer. When available, the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, will be made available to all shareholders of the Company at no expense to them. These documents will also be available at no charge at the SEC’s website at www.sec.gov.

* * * * *

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This filing, including the exhibits hereto, contains forward-looking statements including statements concerning the proposed acquisition of InFocus and the expected completion of the transaction. Investors are cautioned that all forward-looking statements involve risks and uncertainties and several factors could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to differ from these forward-looking statements include, but are not limited to, conditions affecting the industries in which InFocus operates, the parties’ ability to satisfy the conditions to the offer and the merger and to consummate the transactions, the ability of InFocus to realize anticipated cost savings, and other risk factors found in the InFocus annual report on Form 10-K for the year ended December 31, 2008. The forward-looking statements contained in this press release speak only as of the date on which they are made and InFocus does not undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release.

* * * * *

 

 

 


Item 9. Exhibits.

 

99.1 Script of Conference Call Held by InFocus Corporation for its Customer Partners on April 14, 2009.

 

 

 

EX-99.1 2 dex991.htm SCRIPT OF CONFERENCE CALL HELD BY INFOCUS CORPORATION FOR ITS CUSTOMER PARTNERS Script of Conference Call Held by InFocus Corporation for its Customer Partners

Exhibit 99.1

The following is the script of a conference call held by InFocus Corporation for its customer partners on April 14, 2009.

*******

NOTICE TO INVESTORS: This document is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of InFocus common stock described in the press release has not commenced. At the time the offer is commenced, a tender offer statement on Schedule TO will be filed with the Securities and Exchange Commission (SEC) and InFocus will file a solicitation / recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase and a related letter of transmittal) and the solicitation / recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to InFocus shareholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

April 14th, 2009 Conference Call Script

Operator:

Good morning, and welcome to the InFocus customer conference call. Leading the call today will be Mr. Bob O’Malley, President and Chief Executive Officer and Mr. Jim Reddy, Vice President of Sales for the Americas. After I read the introduction, I will turn the call over to Mr. Reddy for his remarks.

During this call, we will discuss the InFocus definitive merger agreement announced on Monday and provide forward-looking statements. All forward-looking statements referring to product direction are covered by NDA’s in place with our customers.

The forward-looking statements contained in this conference call speak only of the date which they are made and the company does not undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date of this conference call.

Thank you. I will now turn the call over to Mr. Reddy. Please proceed.

Jim Reddy – InFocus Corporation – Vice President of Americas Sales


Thank you. Good morning to all who have joined me on this conference call today. In December, Bob announced the engagement of Thomas Weisel Partners, an investment banking firm headquartered in San Francisco, CA. The team at TWP was engaged to provide InFocus with advisory services, including advice related to unsolicited offers previously received by the company.

Yesterday morning, on Monday, April 13th, we announced the results of this engagement – InFocus has entered a definitive merger agreement with Image Holdings Corporation (IHC), an Oregon company controlled by John Hui, an accomplished entrepreneur and, among other business achievements, co-founder of eMachines.

Under the terms of the agreement IHC and its wholly owned subsidiary, IC Acquisitions Corp (IC), will make an all cash tender offer to acquire all outstanding shares of InFocus stock at 95 cents per share or approximately $39 million dollars in total. InFocus will continue to operate as InFocus and will be headquartered in Oregon.

Now I’d like to turn the call over to Bob to discuss the transaction from the Board’s perspective.

Bob O’Malley – InFocus Corporation – President & CEO

Thank you Jim and Good Morning, all

The InFocus board of directors has unanimously recommended that InFocus shareholders accept and tender their shares into the offer, which represents a 36% premium over the April 9th closing price of 70 cents, the last trading day prior to the agreement, and a 90% premium over the last 30 trading day average closing price of 50 cents.

All InFocus Directors and Officers have signed an agreement to tender their shares in support of the merger. Included on the board is Michael Nery, the founder of Nery Capital Partners and the single largest shareholder of InFocus.

The board of directors and the management team of InFocus believe this alternative delivers compelling value to shareholders and benefits to all other stakeholders.

For shareholders: The transaction delivers a 36% premium over Thursday’s closing price and a 90% premium over the 30 day average – an all cash deal.

For employees, customers and suppliers: The transaction increases stability allowing InFocus to execute the current strategy and prioritize longer term issues over running the quarter-to-quarter business. John Hui has a history of lending his personal credit, channel knowledge and supply chain relationships to his family of companies.

For John Hui: The transaction delivers an industry leading brand, robust routes to market, strong supplier relationships and a long history of delivering innovation to the display market.


John Hui has more than 20 years of experience in technology, computer and computer-related businesses. Mr. Hui has successfully owned a number of tech-related operations and continues to acquire, build and sell various organizations today.

John’s background includes founding and running KDS USA, a $400 million dollar distributor of monitors and notebooks; co-founding eMachines, a $1 billion dollar computer company, and its subsequent sale to Gateway, Inc.; and purchasing Packard-Bell BV, a European computer distributor, and its subsequent sale to Acer Inc.

As I said before, John Hui has a history of lending his personal credit, channel knowledge and supply chain relationships to his family of companies. In addition to his background in the PC and related peripherals industries, Mr. Hui oversees various investments in the data storage, telecommunications, web applications and related I.T. areas. Mr. Hui is a US citizen and has lived in this country since 1973. He has BS and MBA degrees and is a certified internal auditor.

In general, going private creates an environment for InFocus and its employees to accelerate the execution of the current strategy. The top priorities of the company remain largely the same and our vision is to be the leader in projection applications for the business, school, government and premium consumer segments.

While this is a very big step for InFocus, our commitment to delivering innovative projection solutions to the market will not change. The news may point to a change in the ownership of InFocus, but it doesn’t affect the commitment we have to building ever stronger channel partnerships.

The offer will be subject to the tender of a minimum of 65% of InFocus outstanding shares and other customary conditions, including the absence of any material adverse effect on the InFocus business. The offer and a subsequent merger that will result in InFocus becoming a wholly-owned subsidiary of IHC are expected to close in the second quarter of 2009.

Thank you all for your continued support and I’d like to turn it back to Jim to close the call.

Jim Reddy – InFocus Corporation – Vice President of Americas Sales

Thank you Bob.

Okay, that’s some exciting news! Now what does this mean to all of us? We expect the merger process to close by the end of the second quarter. While the tender process is active, I’m still expected to exceed my plan.

Our current products are gaining momentum. The IN1100 is now the best selling mobile projector in the IT channel. The IN3100 is gathering great feedback with its differentiated features and premium performance. And the IN5100 is the top selling high end projector in the PC channel.

We are on track to launch a new line of high end projectors designed specifically for the needs of the ProAV channel. Many of you participated in feedback sessions over the


past 12 months and we’ll be coming to visit many of you personally over the coming months to share a sneak peak at our prototypes.

And we continue to add more household names from the Fortune 1000 to our best-in-class Strategic Accounts program. All the business we sign through this program ends up going through you, our valued channel partners.

In summary, we value your support and will need it even more as we grow.

I’ve asked my team to continue to follow up with all of you directly in the near term to increase order volume by working closely with you and our mutual customers to close Q2 strong.

Now we’ll be taking your questions.

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